RemSleep Holdings Inc. - Annual Report: 2012 (Form 10-K)

PART I

ITEM 1.  BUSINESS.

Company Background

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.  

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.”

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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.

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, North Lucky,South Lucky and Ekom Eya, and have cumulative losses from inception through December 31, 2012 of approximately $132,575,295.

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.

The Handcamp Property

On June 4, 2010, we acquired 100% of the mineral rights that our parent company then held in and to Handcamp. Handcamp is located approximately 20 miles north of Badger, central Newfoundland and 6 miles northeast of an abandoned copper mine. Abandoned logging roads run through Handcamp, which we believe will allow for accessibility and mobility of heavy equipment.

One 50-yard wide mineralized zone lies within a strata-bound (rock layers) structurally complex zone which lies near a major east-directed thrust within the Roberts Arm Group (volcanic rocks) and is reflected in folding, shearing (fracturing) and mylonite (fine-grained, compact rock) development. Superimposed on the volcanogenic sulfide mineralization is epigenetic (formed after the rocks were laid down) disseminated gold mineralization. We believe that the optimal sulfide mineralization is associated with sericite schist (rocks formed under high temperature and pressure) with veinlets and dissemination (finely spread minerals) having been traced over a strike length of almost a mile.

Handcamp consists of 3 contiguous claim blocks totaling 149 claims, for an area of 3,730 hectares (37.3 square km). It is located less than 2,000 m east of the Trans Canada Highway (TCH), about 15 km south of South Brook, a small community situated near the south end of Halls Bay along the north coast of Newfoundland, Canada (See “Figure 1”). Driving time from St. John’s, the capital of Newfoundland, to Handcamp is approximately 6 hours. A regional airport is located at Deer Lake 115 km west along the Trans Canada Highway. Gravel roads provide access to Handcamp from the highway (See “Figure 2”). An electrical transmission line parallels the Trans Canada Highway and passes within 1,500m of Handcamp.

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1,700 soil samples were collected by representatives of our company along the grid, which were assayed for gold and base metals indicating what our management believes to be promising results. Rock samples were collected over the prospected areas with numerous samples showing significant mineral content with some gold numbers reaching a high of 158 grams per ton gold, 94 grams per ton and gold, 82 grams per ton gold, along with excellent zinc, copper and silver numbers (massive to semi-massive sulfides). A chip sample was cut over the main piece of the Handcamp property’s gold deposit that shows an average of 7.1 grams per ton gold over 27 feet.

Ownership

Mineral rights to Handcamp that we hold currently include licenses 017308M, 017917M, 017485M, and 011745M. License number, location, license status, work deadlines and exploration expenditure requirements are summarized in Table I and shown on Figure 2.

Please see the section entitled “Mineral Rights Acquisition - Province of Newfoundland and Labrador” for information on the acquisition of mineral rights and a description of staking procedures and assessment requirements for exploration licenses in the Province.

Table I: Handcamp Claims

*Government filing fees

Lic # 017917M is no longer in effect

Renewal date for 017485m is 05/04/2015

Renewal date for claim 017308m is 18/02/2015

Renewal date for claim 011745m is 02/02/2014

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Figure 1: Location of the Handcamp Property

Geology

Handcamp occurs in the Lower to Middle Ordovician (476 to 473 million years before present) Roberts Arm Group (the “Group”), a steeply dipping west to northwest facing sequence of dominantly submarine volcanic and related sedimentary rocks (See “Figure 2”). The Group is overlain by the younger Springdale Group consisting of sub-aerially deposited volcanic rocks and terrestrial sedimentary rocks. The volcanic and sedimentary rocks are intruded by younger granitic rocks.

Rocks exposed near Handcamp are predominantly dark greenish-grey to reddish-brown and black mafic volcanic rocks accompanied by lesser felsic volcanic rocks and locally interlayers of chert and fine grained sedimentary rocks. The rocks trend roughly east-northeast at an azimuth of about 20° and typically dip to the west.

Mineralization at Handcamp consists of pyrite (iron sulfide) and sphalerite (zinc sulfide) with minor galena (lead sulfide) and chalcopyrite (copper-iron sulfide), minerals which are associated with elevated concentrations of gold, silver, lead and zinc. The gold- and silver-bearing sulfide mineralization on Handcamp occurs in patches, lenses, veinlets and disseminations hosted by a 30 to 50m thick sequence of altered fine grained sedimentary rocks, red and white chert and altered felsic and chloritized, silicified mafic tuff. The mineralized zone has been traced for approximately 1,200m and is approximately 50m wide. The zone has been intersected to a vertical depth of approximately 185m.

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Figure 2: Handcamp Claims

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Previous Exploration

The area in which Handcamp is located has had a sporadic history of exploration and development since discovery of the Handcamp gold and base metal prospect in 1928. Trenching was carried out on the prospect in 1930 and six short drill holes were completed in 1941. Orenada Mines Ltd. conducted a short 14-hole drilling program on the prospect in 1956. Geophysical surveys including magnetic and electromagnetic surveys were conducted on Handcamp between 1956 and 1977. From 1977 to 1979 Falconbridge Ltd. carried out geological, geochemical and geophysical surveys in the prospect area followed up by trenching and a nine-hole diamond drilling program. During 1982, US Borax Ltd. and Pacific Coast Mines Inc. carried out an induced polarization geophysical survey and subsequently a seven drill hole approximately 684 m drilling program.

Results of the previous exploration returned generally encouraging results that prompted our parent company to option Handcamp in 2006 from certain prospectors. At that time, our parent company established an approximately 2 km by 2 km exploration grid centered on Handcamp. Soil sampling on the grid revealed elevated concentrations of gold, copper and zinc related to the main structure on Handcamp as well in an area on the west side of the grid along a chain of small ponds. Several rock samples collected in the area also returned elevated gold. Handcamp was returned to the vendors in 2007. A high resolution airborne magnetic survey completed by the Geological Survey of Canada in 2008 revealed the presence of northeast-trending magnetic structures, one of which coincides with the location of Handcamp.

Current Exploration

During 2009, our parent company once again optioned Handcamp from the prospectors. Exploration completed by us and our parent company during 2010 included two induced polarization geophysical surveys, trenching and diamond drilling, the latter focusing on the northeast trending structure that includes Handcamp. Induced polarization surveys, especially the chargeability measurements, are useful for detecting conductive minerals such as pyrite (iron sulfide) or chalcopyrite (copper-iron sulfide) disseminated in rocks below the surface.

Results of the induced polarization survey carried out on the exploration grid established in 2006 successfully traced the mineralized structure containing Handcamp along a length of approximately 1,200m (See “Figure 3”). Other induced polarization chargeability anomalies were detected parallel to that containing Handcamp, including one that coincides with elevated gold and copper concentrations in soil samples near the chain of small lakes on the west side of the exploration grid. On the southern portion of the surveyed area, the suspected mineralized zone on Handcamp appears to bifurcate, or split into two structures.

Trenches were completed on induced polarization targets along this suspected mineralized zone to verify the presence of mineralization. The trenches locally exposed mineralization that contained elevated gold, silver lead and zinc concentrations along a length of approximately 600 m with widths of up to 20 m. A chip sample across the main part of Handcamp showing returned a weighted average of 7.3 g/ton (ppm) gold over 8.5 m. A total of 1,640 m of diamond drilling in 12 drill holes was completed as part of the 2010 exploration program on Handcamp.

Eleven of the holes were located in three fences spaced at approximately 250 to 300m intervals, the central fence located near Handcamp. The 12^th hole was located about 600m south of Handcamp and was drilled to test the southern extension of the induced polarization anomaly. All of the drill holes successfully intersected alteration and mineralization associated with Handcamp. Estimated true widths of the mineralized zone intersected vary from 15 to 50m. The structure was tested to a vertical depth of 185m, or approximately 135m below intersections completed during previous drilling by US Borax and Falconbridge along Handcamp. Anomalous values of gold, silver, lead and zinc were intersected in all of the holes.

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We have completed line-cutting to further test the mineralization and during Phase II we intend to conduct soil sampling, geological mapping, prospecting, IP surveys and diamond drilling. However, we will not be able to conduct any follow up programs until we receive additional financing.

Figure 3: Handcamp IP anomalies and outline of gold-in-soil anomalies, pink areas show areas underlain by rocks that are highly chargeable i.e. probably contain elevated amounts of disseminated metallic minerals such as pyrite (iron sulfide) and/or chalcopyrite (copper-iron sulfide). The areas outlined in white/blue lines show areas that have elevated concentrations of gold in the soil. North is toward the top of the map parallel to the vertical lines.

Phase I Exploration Expenditures

Details of expenditures related to Phase I exploration aggregating approximately $391,022 are presented in Table II below.

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Table II: Handcamp Property, Phase I Exploration: Expenditure Summary

Expenses incurred during Phase I exploration including IP, trenching and drilling on Handcamp in 2011 on mineral license 011745M.

Phase II We have not yet began work on any other phase of our program The objectives of the next phase of exploration are: (i) to test for further extension of mineralization related to the Handcamp mineralized zone; (ii) to drill test other targets already identified in the area; and (iii) to potentially identify new targets as a result of geophysical, geological and geochemical surveys to be carried out on extensions of the existing grid. We have completed 73km of line-cutting in preparation for the commencement of Phase II, which will include  soil sampling, geological mapping, prospecting, IP surveys and diamond drilling (See “Figure 4”). However, we have not yet begun Phase II pending receipt of sufficient financing.  Soil sampling is expected to be completed on the extended grid in an effort to locate exploration targets for follow-up exploration. An induced polarization survey will be completed as a priority along with follow-up prospecting and geological mapping on targets identified by the geophysical and geochemical surveys. Further trenching may be required in local areas to facilitate mapping. An enhanced drilling program (3,000m) is also planned that will include testing mineralization to the south where it appears to improve, as well as other targets identified from results of the geophysical and geochemical surveys already completed. It will also include holes to the north and west contingent on additional targets that may be identified by the induced polarization and soil geochemical surveys.

Further exploration beyond Phase II is contingent upon positive results from that phase. If warranted, a multi-phase exploration program will be carried out with the initiation of each new phase being contingent on positive results from the previous phase. Continued positive results from the multi-phase exploration program would lead ultimately to a third party pre-feasibility study and production decision.

Expenditures of approximately $4.4 million are anticipated to be required to complete Phase II and Phase III, where implementation of Phase III will be contingent on the success of Phase II. We believe that additional expenditures in the approximate aggregate amount of $6.5 million will be required in order to advance a mineral deposit or deposits on Handcamp, if any, to the stage of the completed pre-feasibility study referred to above. Should any of the exploration phases prove unsuccessful at Handcamp, any financing raised for the execution of the work could be redirected to other projects such as thetherproperties we recently acquired.

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Figure 4: Handcamp grid expansion

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Other Properties

North Lucky, South Lucky and the Rusty Ridge properties are located in eastern Newfoundland on the Bonavista Peninsula. Collier’s is also located in eastern Newfoundland but is situated on the Avalon Peninsula. Our company’s economic interest in the Properties is based on terrestrial sedimentary and volcanic rocks of the Avalon Zone, correlative to Africa, hosting sedimentary-hosted stratiform copper (SSC) or volcanic red bed copper (VRC) mineralization with the exception of Rusty Ridge, which has iron-oxide- copper-gold (IOCG) potential.

Rusty Ridge Property

Our company’s interest in the Rusty Ridge property centers upon Iron-Oxide-Copper-Gold (IOCG) potential. The primary target is an interpreted mineralized deep-seated gravity/magnetic body hosted by a plutonic entity intruding volcanic rocks. KATX undertook a technical review and a proposal for a diamond drilling program for implementation in 2010. The Rusty Ridge property is approximately 2,100 hectares in size, situated on Crown land in proximity to the community of Bunyan’s Cove, Bonavista Peninsula. Mineral Exploration License Nos. 015991M, 016773M and 018404M, aggregating 155 claims, are all in good standing.

Collier’s Property

The targeted exploration of this Property is volcanic red bed copper (“VRC”) similar to deposits found in Michigan. The Collier’s Property is approximately 500 hectares in size and is situated on Crown land in proximity to the communities of Collier’s and Conception Harbour, Avalon Peninsula. Mineral Exploration License No. 011706M, aggregating 20 claims, is in good standing. We believe that the Collier’s Property has been unexplored for at least 150 years. Our parent company staked the property in 2006 for its VRC potential associated with chalcopyrite, bornite and malachite mineralization located in a 27 meter deep shaft sunk in the 1850’s.

North Lucky Property

The targeted exploration of this Property is sediment-hosted stratiform copper, which is similar to the Zambian Copper Belt, Africa. The North Lucky Property is approximately 1,225 hectares in size and is situated on Crown land, south of the community of Upper Amherst Cove. Mineral Exploration License No. 016909M, aggregating 49 claims, is in good standing.

South Lucky Property

The targeted exploration of this Property is also sediment-hosted stratiform copper. The South Lucky Property is approximately 150 hectares in size and is situated on Crown land, 10 km southwest of the North Lucky property, north of the community of Port Rexton, Bonavista Peninsula. Mineral Exploration License No. 015995M, aggregating 6 claims, is in good standing.

Quality Assurance/Quality Control.

All of the work completed during the exploration by our parent company and ourselves during 2011 was supervised by a professionally qualified on-site geologist unless stated otherwise. The geologist was present during all of the trenching and related interval chip and channel sampling. The drill core was logged in a secure facility in South Brook. All samples were submitted to Eastern Analytical Ltd where they were analyzed by Fire Assay for gold and for various other elements by 11 and 30 element ICP. Every 20th sample pulp (30 samples) and a suite of 10 samples that returned high gold analysis were obtained from Eastern and sent to Accurassay Ltd. in Gambo, Newfoundland, a different company, as a check on the results to conform to QA/QC protocols consistent with NI 43-101. Work was completed in 2011 under the supervision of Jim Weick and Wayne Pickett, both qualified professional geologists (P.Geo.) registered with the Professional Engineers and Geoscientists of Newfoundland and Labrador (PEG-NL).

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Glossary of Certain Terms

Felsic rock

High content of silicon, with predominance of quartz, alkali feldspar and/or feldspathoids: the felsic minerals; these rocks (e.g., granite, rhyolite) are usually light colored, and have low density.

Mafic rock

Lesser content of silicon relative to felsic rocks, with predominance of mafic minerals pyroxenes, olivines and calcic plagioclase; these rocks (e.g., basalt and gabbro) are usually dark colored, and have a higher density than felsic rocks.

Tuff

ock composed of compacted volcanic ash varying in size from fine sand to coarse gravel; at Handcamp the tuffs were probably deposited subaqueously.

Chlorite

A generally green or black secondary mineral (Mg, Fe, Al) 6(Si, Al) 4O10 (OH) 8, often formed by metamorphic or hydrothermal alteration of primary dark rock minerals, resembles mica.

Chloritization

The introduction of, production of, replacement by, or conversion into chlorite.

Silicification

To become converted into or impregnated with silica.

Induced polarization (IP)

Induced polarization (IP) is a geophysical imaging technique used to identify subsurface materials, such as disseminated conductive minerals like pyrite (iron sulfide). The method is similar to electrical resistivity tomography, in that an electric current is induced into the subsurface through two electrodes, and voltage is monitored through two other electrodes.

Time domain IP methods measure the voltage decay or chargeability over a specified time interval after the induced voltage is removed. The integrated voltage is used as the measurement.

Frequency domain IP methods use alternating currents (“AC”) to induce electric charges in the subsurface, and the apparent resistivity is measured at different AC frequencies.

Electromagnetic survey (“EM”)

Measurement of the apparent resistivity of the sub-surface by recording the response of a secondary electrical field induced by the pulsing of a current through a fixed or mobile loop. Used in mineral exploration to detect conductive materials such as massive sulfides, graphite-rich rocks are also detected by EM surveys.

Magnetic survey

When carrying out a magnetic survey, airborne or ground magnetometers are used to search for magnetic anomalies in the Earth’s magnetic field. The anomalies are an indication of concentrations of magnetic minerals such as magnetite, pyrrhotite and ilmenite in the Earth’s crust. The survey is useful in differentiating different rocks types that have different concentrations of magnetic minerals as well as detecting concentrations of magnetic minerals such as pyrrhotite (iron sulfide) that may be associated with other minerals of economic interest such as chalcopyrite (copper iron sulfide), sphalerite (zinc sulfide) and/or galena (lead sulfide).

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Mineral Rights Acquisition - Province of Newfoundland and Labrador

General

Acquisition of mineral rights in the Province is done by online map staking through its Mineral Rights Administration System, known as MIRIAD. In order to stake claims, one must be at least 19 years of age or a corporation, and must be registered with the Mineral Claims Recorders Office. A prospector’s license is not required to stake claims or conduct mineral exploration in the Province. Our parent company staked an aggregate of 149 claims to Handcamp. These claims, which form a part of four separate exploration licenses, constitute exclusive legal rights to explore for minerals on Handcamp and were conveyed by our parent company to us pursuant to the acquisition agreement. If we discover a mineral deposit on Handcamp, we would be entitled to convert the license into a mining lease; we presently intend to convert any applicable licenses into leases if and when we discover any such deposits. However, no such conversion is permitted until a deposit is discovered. The licenses are issued for a minimum of five years. However, we cannot assure you that a mineral deposit will ever be discovered on Handcamp.

Land Tenure

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, 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 are met.

Fees

The cost to stake a claim is $60: this includes a $10/claim recording fee and a $50/claim security deposit. The security deposit is refundable upon submission and acceptance of the first-year’s assessment report. The required annual assessment work increases from year to year as outlined below:

Our Ghanaian Business

Ownership

On January 13, 2012, Global Gold, Inc., a Ghana corporation and wholly owned subsidiary of Global Gold (“GGI Ghana”), executed an agreement with the Ekom Eya Cooperative, a cooperative association registered under the laws of Ghana (“Ekom Eya”), pursuant to which GGI Ghana would undertake all operations and costs associated with the mining of the Ekom Eya property.  In exchange, GGI Ghana would provide Ekom Eya with a 15% royalty of gross revenue resulting from the operations. GGI Ghana also pledged 1% of its profits towards the development of the local communities.

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The 2006 Minerals and Mining Act in Ghana provide a range of available fixed and renewable mineral rights.  Mining concessions are governed by mining leases granted by the Ghanaian government. Licenses are awarded for different time periods, and have different renewal clauses.  The license for the Ekom Eya concession is for renewable periods of 5 years, with the most recent 5 year renewal occurring on April 4, 2012 and lasting until April 2017.  

This license held by the Ekom Eya may be revoked at any time by the Ghanaian government where  the licensee has contravened or failed to comply with any of the terms and conditions of the Minerals and Mining Act, 2006 (Act 703). Ekom Eya is responsible for paying an annual fee of GH¢50,000 Ghana Cedis (approximately $26,000 USD as of September 25, 2012) payable annually.  Ekom Eya has an outstanding loan of GH¢209,137.50 (approximately $110,000 USD as of September 25, 2012) due before January 2, 2013.

Based on previous drillings, we believe there to be an inferred gold resource of 266,380 ounces in the Ekom Eya property.

Our Managing Director in Ghana is Thomas Brookes.  For more than 30 years, Mr. Brookes has been involved in the exploration and extraction of natural resources from drilling for oil and natural gas in Canada’s high arctic to prospecting for gold in northwest British Columbia and the Yukon Territory as the president of Virgin Gold Inc.

Location

The concession consists of an approximate area of 24.98 acres lying to the North of Latitude 6° 29' 00" and to the South of Latitude 6° 30' 10" East of Longitude 2° 18' 26" and to the West of Longitude 2° 18" 08" in the Bibiani-Anhwiaso-Bekwai District of Western Region of the Republic of Ghana.   The site is located in Western Ghana, 250 kilometers North-West of Accra.  The Ekom Eya concession is accessible by road through the Bibiani mine site via the village of Lineso Donkoto and is approximately 7 kilometers to the north of Bibiani Township.

Location of the Ekom Eya Property - “A” marks the location of the Ekom Eya Operations

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The Ekom Eya Small Scale Permit is located about 800 meters north of the northern boundary of the Bibiani mine concession. It is 3.5 kilometers from the Bibiani plant site, is accessible by road through the Bibiani mine site via the village of Lineso Donkoto and is approximately 7 kilometers to the north of Bibiani Township.

The area around the shaft is fairly flat. To the north there is a gentle slope down towards the Pamunu River, with an area a few hundred meters to the north of the shaft becoming rather swampy during the rainy season.

The Pamunu River and its tributaries form the drainage system, with the Pamunu a semi-perennial river as it can sometimes dry up during March – April. To the east, a wide shallow valley is filled with the tailings of the old mine and to the South a moderate valley develops, which crosses the trace of the ore body at an acute angle.

Maximum and minimum height recorded in the vicinity is 400 meters and 200 meters above mean sea level, respectively.

Location of the Ekom Eya Property

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Geology

The concession falls within the Sefwi-Bibiani Greenstone Belt in contact with metasediments comprising phyllites, greywackes and tuffs. The rock successions have been metamorphosed to greenschist facies and tight isoclinal and over turned folds are present on small scales.  Dips are generally steep between 50°-55°E in the northern section and dips between 70˚-90˚E in the southern section. The general strike is N-NNE.

Historical Drill Program

In March 1998, a 23 hole drilling program of 2,091 meters was conducted. The holes were pre-collared by 50-65 meters of RC drilling and were completed by 15-30 meters diamond drilling (NQ). The holes were aimed at the interface of transition to sulphides, but a few deeper holes were drilled as well. Results include 19.2g/t over 1.2 meters next to a stope which implies that the wallrocks are mineralized in the mined out areas. Another intersection was 12.1g/t over 4.3 meters.

Substantial core losses were reported and assay results were rather nominal.  It appears that the ore shoots away from the old stopes pinch and often nearly totally disappear, leaving a thin graphitic shear as only indication of the continuation of the reef.

Soil Sampling.

More than 10,000 meters of lines were cut and sampled at 30 meter intervals. Several modest anomalies were revealed.

Mobile Metal Ion special sampling was carried out over the Ahyireso soil anomaly just to the north of the Pamunu River during 1999.  A total of about 100 samples were sent to Canada for this analytical technique.  

Recent Work

The Bibiani North ore body strikes virtually north-south. Artisanal workings into the near surface sub rock delineate the ore body over a distance of approximately 600m, which consist of up to 10 meters of thick quartz veins in carbonaceous and graphitic schists or phyllites. The host rocks are often mineralized with disseminated lower gold grades, which increase the overall widths of the ore body to approximately 12 meters.

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The most current exploration work on the site was carried out by Central African Gold Limited in 2007 when some 3,441 meters of RC drilling was completed. Main targets were the ore zones below the 4^th level to avoid the old workings concentrated above the 4^th level where substantial highly mineralized wallrocks and pillar supports were left by earlier mining which followed and extracted ore shoots.

Some 400 meters of the total was expended on an eastern zone located over 200 meters from the main ore body of interest.

Reasonable intersections were encountered during this drilling. Cumulative intersected widths total 67 meters with an overall average width of 4.79 meters and average grades of 3.86 g/t.

Quartz veins, sheared graphitic phyllites and quartz stockworks make up the geology of the ore zones. Quartz porphyry was also associated with mineralization in several instances. Sulphides such as pyrite, arsenopyrite, pyrrhotite and chalcopyrite occur with the gold and the schistose host rocks exhibit carbonate alteration.

Bibiani North Boreholes Summary

The drill hole plan view with intersections indicate gold mineralized trend is in a north-south direction along almost the entire 600 meter length of the permit.

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Inputting of all available data on the concession gave indicated gold resources of about 1,380,887 tons at 6.0g/t (266,380 ounces) within the confines of the concession. However strike extensions remain open at both ends and at depth.

Concession History

The ore body was discovered by the Gold Coast Selection Trust in 1933 when it was excavating a trench in the vicinity of an auriferous quartz float. The trust carried on prospecting and finally exploited the ore body actively from 1939 to 1941 during which approximately 30,000 ounces of gold were extracted from some 90,000 tons of ore at an average grade of 10 grams per ton. It is reported that gold recovery at that time was about 80%. This high recovery is doubtful as later studies located waste dumps of the old mine with grades ranging between 4 grams per ton and 5 grams per ton. It is therefore deduced that gold recovery at that time might have hovered around 55%. Selective high grade mining was the order of the day and it is common to find grades as high as 7.0 grams per ton in the old waste dumps and in the adjoining walls of mined out open spaces.

In 1964, International Gold Resources (“IGR”) obtained the rights to explore the area.  A blanket soil geochem was carried out and striking soil anomalies occurred over the Ekom Eya property. However, an airborne geophysical survey carried out failed to identify an ore body.

In 1996, Ashanti Goldfields (“AGC”) took over IGR and concentrated on operating the Main Bibiani open pit. However, AGBL, a subsidiary of AGC, was brought on board to delineate any economic mineralization within the Bibiani North License area. AGBL carried out sampling of the old mine waste dump estimated to be 30,000 tons and located just north of the old shaft in 1997 and reported grades between 4 grams per ton and 5 grams per ton.

Tailings of the old mine were deposited in a wide shallow valley lying to the east of the ore trend. This valley drains north-easterly into the semi perennial Pamunu River. Soil sampling indicated that tailings might have been washed into the Pamunu River and it is estimated that about 60,000 tons can be retrieved.

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These findings encouraged AGBL to pursue a 23-hole drilling program in 1998. The holes were pre-collared by 50-65 meters of reverse circulation drilling and were completed by 15-30 meters diamond drilling. The holes were aimed at the interface of transition to sulphides, but a few deeper holes were drilled as well. Results include 19.2 grams per ton over 1.2 meters next to a stope which invariably is a skin of a mined out stope. Another intersection was 12.1 grams per ton over 4.3 meters.

The Bibiani North ore body strikes virtually north-south. A distance of approximately 600 meters is marked by artisanal workings into the near surface sub rock which consist of up to 10 meters of thick quartz veins in carbonaceous and graphitic schists or phyllites.

Current Operations

Two submersible pumps are in use for dewatering the old shaft sunk by the Gold Coast Selection Trust in 1937 to enable future mining to take place.

Operational Rollout

We are seeking up to $7.3 million in financing to purchase equipment and for working capital to launch the Ekom Eya mining operation project. This will provide capital to begin production as well as assess and implement the working on the balance of Ekom Eya Mining Operation's deposit.  

Our budget, assuming the requisite financing is raised, would allow us to locate & purchase good equipment to be used for processing the main ore body at launch. There is an expected 6 month wait time between placing the order of the In-line leach reactor (made by Gekko in Australia) and receiving the equipment. In the interim, we intend to use a CIL reactor and additional equipment (sourced in Africa) to work the existing ore. The mining equipment to be acquired includes (i) heavy equipment, such as bulldozers and excavators, (ii) crushing and grinding equipment, (iii) gravity recovery equipment, (iv) assorted vehicles, (v) generators, (vi) pumps, and (vii) a camp.  There is road access directly to the property as is municipal electric power.

Expenditures to date on the concession are $136,994.  The cost of historical drilling and other testing on the property by previous concession owners, while substantial, is unknown.  

Ghana Overview

The Republic of Ghana hosts one of the world’s largest gold operations in Obuasi, near Accra, and is Africa’s second-largest producer and exporter of gold after South Africa. The nation’s mining industry is dominated by foreign entities and its mining portfolio also consists of diamonds, manganese and bauxite. The basic law governing the mining industry is the Minerals and Mining Act 2006 (Act 703), which grants the president the power to grant mining rights. According to data from the Ghana Chamber of Mines, Ghana's gold output increased by 4% to 2.6 million ounces in 2008. Gold accounts for approximately 90% of Ghana's income from minerals. According to The Statesman’s web site, the value of the mining industry is expected to increase from US $1.03bn in 2008 to US $3.14bn in 2013.  We believe that the Ghanaian mining industry has a promising future based largely on its untapped mining potential and stable government along with a reasonable tax regime. In its newly released Ghana Mining Report Q108, Business Monitor International forecasts the mining industry to register an average growth of over 4% per annum over the period from 2008 to 2012.

Ghana in 1957 became the first sub-Saharan country in colonial Africa to gain its independence. It has a population of approximately 24 million people, an unemployment rate of approximately 11% (2000 estimate) and is a constitutional democracy. Well-endowed with natural resources, Ghana has roughly twice the per capita output of the poorest countries in West Africa according to the CIA World Factbook.

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The Republic of Ghana is located on the coast of West Africa (Southern portion), and has been well known for its gold deposits since the 15^th century. The tradition of gold mining has continued today, with a large number of mines operating in the country’s famous gold belts. Relative to its neighboring countries, Ghana is a stable country with a strong democracy. Ghana is ranked quite highly in international freedom and prosperity indices.

Ghana is an English-speaking constitutional democracy that has enjoyed peace and stability since its Constitution was passed in 1992. It is dedicated to a multi-party democracy and is considered one of the most stable governments on the continent. This has contributed to GDP growth (5.5% real growth in 2007), improved Foreign Direct Investment (according to the IMF, Foreign Investment grew from US$155M in 2000 to US$450M in 2006), and improved poverty rates (fallen from 52% in 1992 to 28% in 2006). Given Ghana’s history of gold production (Ghana was at one time known as the Gold Coast), the government is accustomed to dealing with resource companies and has created a mining-friendly environment.

Ghana boasts a readily-available work force with experienced miners and a tropical climate that provides favorable year-round mining conditions. As a testament to the favorable work environment, Ghana is host to many of the major gold producers including Newmont and Goldfields and Mid-tiers such as Redback.

Business Strategy

Our business strategy includes attempting 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, subject to obtaining the requisite financing, to build our business through the exploration and development of the existing Handcamp property as well as our South Lucky and Rusty Ridge properties, though as noted elsewhere in this prospectus we are currently concentrating on our Ekom Eya property. Our strategy is to diversify our revenue sources by combining the secure and reliable revenue source of producing gold properties with the potential of gold exploration projects. However, we will not be able to implement our strategy without additional financing. 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 we discover, acquire and are able to pursue, assuming that we are able to raise the requisite financing for such activities.

Our search for producing gold properties has been directed towards small and medium-sized gold companies and properties. For purposes of our initial acquisitions, if any, we are seeking lower risk property interests. In building our portfolio of gold properties, we intend, subject to obtaining the requisite financing, to explore and stake new gold properties, acquire active gold producing properties as well as development stage gold properties. As we continue to develop our portfolio of interests, we will search for properties that have the following qualities:

·

At least developmental drilling exploration potential in proven producing areas and highly promising areas;

·

Significant additional production capacity in existing gold producing properties;

·

Further developmental potential; and

·

Those where we will have the ability to assume operatorship of existing gold producing properties.

Our ultimate objective is to 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.

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Our management hopes to develop relationships with certain major mining companies that could assist us in implementing our business plan; however, we cannot assure you that any such relationships will ever materialize. Management expects that the price of each property will be determined by the anticipated amount and value of minerals it contains. If our management is able to acquire a pool of gold assets, we expect that we would attempt to sell them to a major mining company that would then bring Handcamp into production.

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 presently 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 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.

The Business of our Parent Company

The business of our parent company is very similar to our own. Our parent company conducts virtually identical operations as we do, with the sole exception that our business is concentrated on gold whereas the operations of our parent company comprise a wide variety of minerals, including gold.

Seasonal Access

The exploration for and development of gold properties depends on access to areas where exploration and operations are to be conducted. Seasonal weather variations, including frost and snow, affect access in certain areas. Accordingly, seasonal variations in weather patterns affect the ability to explore and access certain properties during certain times of the year.

Markets

We are currently in the exploration stage and have not generated revenues. We are not producing gold, nor do we have any customers. The availability of a ready market and the prices obtained for gold produced depend on many factors, including the extent of domestic production and imports of gold, the proximity and capacity of other gold properties, fluctuating demand for gold, the marketing of competitive metals, and the effects of governmental regulation on production and sales.

Competition  

The strength of commodity prices has resulted in significantly increased industry operating cash flows and has led to increased exploration activity. This strength has increased competition for undeveloped lands, skilled personnel, access to drilling and other equipment, and access to processing and gathering facilities, all of which may cause drilling and operating costs to increase. Virtually all of our competitors are larger than we are and have substantially greater financial and marketing resources. In addition, virtually all of our competitors may be able to secure products and services from vendors on more favorable terms.

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Government Regulation

Our operations will be subject to various types of regulation at the Canadian and United States federal, state, provincial and local levels. Such regulation includes: (i) requiring permits for drilling; (ii) implementing environmental impact practices; (iii) submitting notification and receiving permits relating to the presence, use and release of certain materials incidental to exploration and production operations; and (iv) regulating the location of exploration, the method of exploration, the use, transportation, storage and disposal of fluids and materials used in connection with exploration and production activities, surface usage and the restoration of properties upon which exploration and production occur and the transporting of production.

Our operations, if any, will also be subject to various conservation matters, including the regulation of the location, size and production rate of gold properties. The effect of these regulations may limit the rate at which gold may be extracted from certain properties and the areas which we may access at one time.

Operations on properties in which we have or may acquire an interest are subject to extensive Canadian and United States federal, provincial, state and local environmental laws that regulate the discharge or disposal of materials or substances into the environment, restoration of properties and otherwise are intended to protect the environment. Numerous governmental agencies issue rules and regulations to implement and enforce such laws, which are often difficult and costly to comply with and which carry substantial administrative, civil and criminal penalties and in some cases injunctive relief for failure to comply.

Some laws, rules and regulations relating to the protection of the environment may, in certain circumstances, impose “strict liability” for environmental contamination. These laws render a person or company liable for environmental and natural resource damages, cleanup costs and restoration costs. Other laws, rules and regulations may require the rate of gold production to be below the economically optimal rate or may even prohibit exploration or production activities in environmentally sensitive areas. In addition, provincial and state laws often require some form of remedial action, such as closure of inactive pits and restorative measures.

We have received and are in possession of all the licenses, grants and other governmental approvals required for us to operate our business. Our cost of obtaining such governmental approvals is immaterial at the present time.

Employees

We currently have 6 employees, consisting of two geologists, two secretaries and two prospectors in addition to the individuals acting as officers as set forth hereinafter. None of such individuals is covered by a collective bargaining agreement or employment agreement. We have not experienced a strike or other adverse work stoppage due to organized labor.

ITEM 1A.  RISK FACTORS.

An investment in our common stock involves significant risks. You should carefully consider the following risks and all other information set forth in this Annual Report before deciding to invest in our common stock. If any of the events or developments described below occurs, our business, financial condition and results of operations may suffer. In that case, the value of our common stock may decline and you could lose all or part of your investment.

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Our business, exploration results and financial condition are subject to various risks and uncertainties, including, without limitation, those set forth below, any one of which could cause a material reduction in the value of our company or our ability to raise capital or cause our ability to  be in accordance with our current business plan to vary materially and adversely from recent results or from our anticipated future results. An investment in our securities is highly speculative and involves an extremely high degree of risk. Therefore, you should thoroughly consider the risk factors discussed below and elsewhere in this Annual Report before purchasing our securities. You should understand that you may lose all or part of your investment.  No person should consider investing who cannot afford to lose their entire investment or who is in any significant way dependent upon the funds that they are investing. The risk factors contained herein are not meant to be exhaustive.

We are an exploration stage company with limited operating history.

We are an exploration stage company with no operating history in the mineral exploration field. These two factors make it impossible to reliably predict future growth and operating results. Accordingly, we are subject to all the risks and uncertainties which are characteristic of a relatively new business enterprise, including the substantial problems, expenses and other difficulties typically encountered in the course of its business, in addition to normal business risks.  We face a high risk of business failure because we have commenced extremely limited business operations and have no revenues. We were organized in 2006, have not earned any revenues as of the date of this prospectus and have had only losses since our inception related to the drilling and exploration of Handcamp. We expect to continue to incur losses well into the future. There is no history upon which to base any assumption as to the likelihood that our business will be successful, and there can be no assurance that we will be able to raise sufficient capital to begin operations, that we will generate significant operating revenues in the future or that we will ever be able to achieve profitable operations in the future. We face all of the risks commonly encountered by other businesses that lack an established operating history, including, but not limited to, the need for additional capital and personnel, and intense competition.

We do not expect to generate revenues in the foreseeable future.

We are now an exploration stage company; therefore, we anticipate that we will continue to incur increased operating expenses into the foreseeable future without realizing any revenues. Consequently, we expect to incur significant losses into the foreseeable future. If we are unable to raise additional funding, we will not be able to continue our operations.

We are an exploration stage company.

We are an exploration stage company and face a high risk of business failure because of the unique difficulties and uncertainties inherent in mineral exploration ventures. Potential investors should be aware of the difficulties normally encountered by mineral exploration companies and the high rate of failure of such companies. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays that could be encountered in connection with our planned exploration and drilling. These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. Additional expenditures related to exploration may not result in the discovery of additional mineralized material. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration do not reveal viable commercial mineralized material, we may decide to abandon the properties and claim we have and acquire new concessions for new exploration or terminate our activities all together. The acquisition of additional concessions will be dependent upon us possessing capital resources at that time in order to purchase and/or maintain such concessions. If no funding is available, we may be forced to cease our operations.

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An integral part of our proposed business plan involves exploration activities and acquisitions but we do not currently have the resources to complete them.

We currently do not have resources to complete our exploration activities or to fund acquisitions.   While our strategy formerly included conducting Phase II and Phase III of our exploration program with respect to the Handcamp property and exploration activities with respect to the other properties we have acquired, we have since our acquisition of Global Gold determined to concentrate our efforts on the Ekom Eya property in Ghana. We believe that additional expenditures in the approximate aggregate amount of $7.3 million will be required in order to fully develop and begin operations on the Ekom Eya property. However, we continue to conduct limited operations on our Handcamp property and have postponed rather than cancelled our plans with respect to Handcamp and the other Properties located in Newfoundland. We will require additional funds beyond the $7.3 million referred to above to commence exploration activities with respect to our other Properties.  To date, we have no available sources of financing.

To date, we have funded such activities by the issuance of our stock which has caused dilution to our current shareholders.  We will require additional funding to pursue our plan of operations.  We have no current acquisition agreements and/or understandings to effect any acquisitions. However, we may consider making acquisitions in the future. Any such acquisitions may include other gold, copper and other properties that our management believes to be potentially significant as well as necessary in order for our company to reach our goal of becoming a gold producer.

There may be future dilution of our common stock and current shareholders will experience immediate dilution.

If we sell additional equity or convertible debt securities, those sales could result in additional dilution to our shareholders. Our recent acquisitions of properties involved the issuance of a substantial number of shares of our common stock. Future issuances of common stock as consideration for future acquisitions will cause such shareholders to suffer dilution.

Our success will depend upon our ability to successfully and timely explore and mine gold, copper and other minerals.

The mining business is subject to substantial risks, including, but not limited to, the ability to identify and locate and then mine the gold, copper and other minerals. Further, if we are successful in locating and identifying the gold, copper and other minerals, our ability to mine the materials will be subject to a number of known and unknown additional risks, including, but not limited to, available labor, compliance with local laws and the ability to obtain financing on favorable terms. These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent the start and/or the completion of exploration and mining activities once undertaken, any one of which could have a material adverse effect on our company’s financial condition and results of operations.

Kenneth Stead and the other members of our board of directors may have faced a conflict of interest in connection with our acquisition of Handcamp and other properties, and the purchase price may not accurately have reflected the value of Handcamp or the other properties that we purchased.

Kenneth Stead is our chief executive officer and a member of our board of directors. In addition, Mr. Stead is the president, a member of the board of directors and a controlling shareholder of Kat Exploration, Inc., our parent company. The price that we paid as well as the other terms of the acquisition agreement providing for our acquisition of Handcamp and the acquisition of Rusty Ridge, Collier’s, North Lucky (to which we no longer have any rights) and South Lucky were determined solely by Mr. Stead based upon his belief of the fair value of each property. There was no fairness opinion issued, nor was there a special committee of independent directors formed to evaluate the fairness of the transaction, whether to or on behalf of the shareholders of either our company or our parent company. Because Mr. Stead acted and negotiated on behalf of both entities, he may have had a conflict of interest with regard to the value of the properties as well as on his belief of the fair value of the shares of our common stock that we issued to our parent company in our acquisition of the properties. As a result, we cannot assure you that the acquisition of the properties was fair either to our company, our parent company and/or their respective shareholders.

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Our relationship with our parent company may lead to a conflict of interest for our management even after completion of the Spin-Off.

Kat Exploration, our parent company, presently owns approximately 64% of the shares of our common stock; as a result, our parent company exercises control of our company. In addition, there are significant similarities between the two entities’ personnel in that two of our four board members (Messrs. Ken and Timothy Stead) are also board members of our parent company. At present, therefore, if a conflict between the best interests of our parent company and our company should arise, our parent company would be able to determine the outcome of any such conflict without regard to the best interests of our minority shareholders.  

Subsequent to the Spin-Off, however, our parent company will only own 34,525,306 shares of our common stock, or approximately 7.4% of our shares.  In addition, of the 261,474,694 shares of our common stock to be spun off, 83,360,325 of such shares, or approximately 17.9%, will be received by officers and directors of our parent company.  These individuals (Messrs. Ken and Timothy Stead) are also officers and directors of our company.  As a result, while our parent company and its executive officers and directors will be able to exercise less control of our company than they can now, they will still beneficially own approximately 25.8% of our shares.  Consequently, to the extent a conflict of interest were to arise between our company on the one hand and that of our parent company and its executive officers on the other hand, Messrs. Stead and our parent company would still be able to exert substantial influence over the outcome of any such conflict.  We cannot assure you that our parent company and its executive officers and directors would act in our and our shareholders’ best interests even after the Spin-Off.

Our auditors have expressed a going concern opinion.

We have no established source of revenues, have incurred losses since inception, have a working capital deficit and are in need of capital to grow our operations so that we can become profitable. Accordingly, the opinion of our auditors for the years ended December 31, 2011 and December 31, 2010 is qualified and subject to uncertainty as to whether we will be able to continue as a going concern.  This may negatively impact our ability to obtain additional funding that we may require or to do so on terms attractive to us and may negatively impact the market price of our stock.

We will require additional capital to pursue our business plan; if we are unable to raise sufficient capital to meet our needs, we may be required to cease operations.

We have no material revenues, income and/or assets (other than Handcamp, the other Properties and the Ekom Eya property) and have cumulative losses from inception through June 30, 2012 of approximately $148,680,960.  We have financed our operations since inception through private placements of our securities as well as capital contributions from our parent company. We will need to obtain additional financing to, among other things, fund any future exploration, mining and drilling projects that we attempt to undertake and for general working capital purposes. Any additional equity financing may be dilutive to our shareholders and any such additional equity securities may have rights, preferences or privileges that are senior to those of the common stock. Debt financing, if available, will require payment of interest and may involve restrictive covenants that could impose limitations on our operating flexibility. We cannot assure you that additional funds will be available when and if needed from any source or, if available, will be available on terms that are acceptable to us. Further, we may incur substantial costs in pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. Our ability to obtain needed financing may be impaired by such factors as the condition of the capital markets, our capital structure, the development stage of our company, the lack of a market for our shares of common stock, and our lack of profitability, all of which could impact the availability or cost of future financings. If we are unable to raise capital or sufficient capital to meet our needs, we may be required to cease operations. In addition, and as is also disclosed in our financial statements, these matters raise substantial doubt about our ability to continue as a going concern.

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We are heavily dependent on our management and a loss of any member of our management, particularly Mr. Kenneth Stead, would be severely detrimental to our prospects.

We have a very limited management and number of employees. We are highly dependent on all members of our management, in particular Mr. Kenneth Stead. Our future performance will be substantially dependent on the continued services of our management and the ability to retain and motivate them. The loss of the services of any of our officers or directors, particularly those of Mr. Stead, would materially and adversely affect our business and operations. If he were to resign, there is no guarantee that we could replace him with qualified individuals in a timely or economic manner, if at all.  At the present time, we do not maintain any “key-man” life insurance policies.

Defective title to our assets could have a material adverse effect on our exploration and exploitation activities.

There are uncertainties as to title matters in the mining industry. We believe we have good title to our assets; however, any defects in such titles that cause us to lose our rights in these mineral properties would seriously jeopardize our planned business operations. We have investigated our rights to explore, exploit and develop our assets in manners consistent with industry practice and, to the best of our knowledge, those rights are in good standing. However, we cannot guarantee that the title to or our rights to explore, exploit and develop our assets will not be challenged by third parties or governmental agencies. In addition, there can be no assurance that our assets are not subject to prior unregistered agreements, transfers or claims. Our title may be affected by undetected defects. Any such defects could have a material adverse effect on us.

In the event of a dispute regarding title to our assets in foreign countries or any facet of our operations, it would likely be necessary for us to resolve the dispute in a foreign country, where we would be faced with unfamiliar laws and procedures. The resolution of disputes in foreign countries as well as in the U.S. can be costly and time consuming, similar to the situation in the United States. However, in a foreign country, we face the additional burden of understanding unfamiliar laws and procedures. We may not be entitled to a jury trial, as we might be in the United States. Further, to litigate in a foreign country, we would be faced with the necessity of hiring lawyers and other professionals who are familiar with the foreign laws. For these reasons, we may incur unforeseen losses if we are forced to resolve a dispute in a foreign country.

At the present time we are unable to pay any dividends.

We have not paid any cash dividends and do not anticipate paying any cash dividends on our common stock in the foreseeable future.  We anticipate that earnings, if any, which may be generated from operations will be used to finance our continued operations.  Investors who anticipate the immediate need of cash dividends from their investment should refrain from purchasing any of our securities.

We may be exposed to risks relating to our disclosure controls and procedures and may need to incur significant costs to comply with applicable requirements.

Based on the evaluation done by our management at June 30, 2012, management concluded that our disclosure controls and procedures were ineffective in that we could not assure that information required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and communicated to management so as to allow timely decisions regarding required disclosures.  Our disclosure controls and procedures are primarily adversely affected by the lack of experience within our company in complying with the requirements of a publicly reporting entity; specifically, management concluded that we have insufficient personnel resources with sufficient technical accounting expertise within our accounting function.  We are seeking to engage experienced professionals to augment our financial staff to address issues of timeliness and completeness in financial reporting when preparing SEC filings. No assurances can be given that we will be able to adequately remediate existing deficiencies in our disclosure controls and procedures. Although we believe that these corrective steps will enable our management to conclude that our disclosure controls and procedures are effective when all of the additional financial staff positions are filled and other remediation plans are implemented, we cannot assure you that this will be sufficient.

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We may be unable to maintain an effective system of internal control over financial reporting, and as a result we may be unable to accurately report our financial results.

Our reporting obligations as a public company place a significant strain on our management, operational and financial resources and systems. If we fail to maintain an effective system of internal control over financial reporting, we could experience delays or inaccuracies in our reporting of financial information, or non-compliance with the Commission, reporting and other regulatory requirements. This could subject us to regulatory scrutiny and result in a loss of public confidence in our management, which could, among other things, cause our stock price to drop.

You may not be able to enforce your claims in Canada or Ghana

While our company is a Nevada corporation, virtually all our assets are located in Newfoundland, Canada and Ghana.  We cannot assure you that a court located in Canada or Ghana would not deem the enforcement of foreign judgments requiring our company to make payments outside of Canada or Ghana, as applicable, to be contrary to policy and/or unenforceable in Canada or Ghana, as applicable.

All of our officers and directors reside outside of the United States which could make it difficult to enforce potential civil liabilities and judgments.

Kenneth Stead, our president and chief executive officer, is a resident of Canada, and all our assets are located outside the United States. As a result, it may be impossible for investors to effect service of process within the United States upon such persons or enforce in the United States against such persons judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of United States federal securities laws or state securities laws.

Risks Related to our Industry

The mining industry is highly competitive.

Competition in the mining industry is extremely intense in all aspects, including but not limited to raising investment capital for exploration and obtaining qualified managerial and technical employees. We are an insignificant participant in the mining industry due to our limited financial and personnel resources. Our competition includes large established mining companies, with substantial capabilities and with greater financial and technical resources than we have, as well as the myriad of other exploration stage companies. As a result of this competition, we may be unable to attract the necessary funding or qualified personnel. If we are unable to successfully compete for funding or for qualified personnel, our mining activities may be slowed, suspended or terminated, any of which would have a material adverse effect on our ability to continue operations.

The exploration and mining business is subject to a number of risks outside of our control.

The exploration and mining industry is highly cyclical by nature and dependent on the price of gold, copper and other minerals and future market conditions are uncertain. Factors beyond our control can adversely affect our proposed business. Factors that could adversely affect the price of gold and other minerals, most of which will be beyond our control, include but are not limited to:

•

Unfavorable interest rates and increases in inflation;

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Changes in national, regional and local economic conditions;

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Cost overruns, inclement weather, and labor and material shortages;

•

The impact of present or future legislation, zoning laws and other regulations;

•

availability, delays and costs associated with obtaining permits, approvals or licenses necessary to develop Handcamp;

•

Increases in taxes or fees;

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Local law; and

•

Available labor and negotiations with unions.

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We are subject to governmental regulations that may limit our operations, increase our expenses or subject us to liability.

According to our Canadian legal counsel, we are subject to Canadian laws, ordinances and regulations regarding, among other things:

•

Environmental matters, including the presence of hazardous or toxic substances;

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Land preservation;

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Health and safety; and

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Zoning, land use and other entitlements.

In developing any project, we may be required to obtain the approval of numerous Canadian governmental authorities (and others) regulating matters such as:

•

Installation of utility services such as gas, electric, water and waste disposal;

•

Permitted land uses; and

•

The design, methods and materials used in the exploration and mining for gold, copper and other minerals.

We may not now or in the future be in compliance with all regulatory requirements. If we are not in compliance with regulatory requirements, we will be subject to penalties or forced to incur significant expenses to cure any noncompliance. In addition, some of the land that we could in the future acquire if we will at such time have the requisite resources and ability, may not have received planning approvals or entitlements necessary for planned or future development. Failure to obtain entitlements necessary for development on a timely basis or to the extent desired would adversely affect our business, results of operations, financial condition and future prospects.

The speculative price of gold, copper and other minerals may adversely impact commercialization efforts.

Exploration and production is highly speculative and involves numerous natural risks that may not be overcome by knowledge and experience.  In particular, even if our company is successful in mining gold and other deposits, for which no assurances can be given, the commercialization will be dependent upon the existing market price for gold and other minerals, among other factors.  The market price of gold and other minerals has historically been unpredictable, and subject to wide fluctuations.  The decline in the price of gold and other minerals could render a discovered property uneconomic for unpredictable periods of time.

Environmental and other risks could have a material adverse impact on our business.

Mining activities pose certain environmental risks, as well as personal injury risks.  While our company will attempt to manage its risks, one or more incidents of environmental damage or personal injury resulting from our mining activities could have a material adverse impact on our business. If we become subject to onerous government regulations or other legal uncertainties, our business would likely be negatively affected. The government regulates the environmental impacts of mining operations and requires, under certain circumstances, certain environmental permits, work permits, posting of bonds, and the performance of remediation work for any physical or other disturbance to the land or the environment. We may incur significant costs and expenses in connection to comply with such governmental regulations. Depending on market conditions and the options available to us, we may attempt to enter into a joint venture with an operating company or permit an operating company to undertake exploration work. We may also consider seeking equity or debt financing (including borrowing from commercial lenders).

Increased insurance risk could negatively affect our business.

Insurance and surety companies may take actions that could negatively affect our proposed business, including increasing insurance premiums, requiring higher self-insured retentions and deductibles, requiring additional collateral or covenants on surety bonds, reducing limits, restricting coverage, imposing exclusions, and refusing to underwrite certain risks and classes of business. Any of these would adversely affect our ability in the future to obtain appropriate insurance coverage at reasonable costs which would have a material adverse effect on our business.

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Our operations are subject to permitting requirements.

Our operations are subject to permitting requirements which could require us to delay, suspend or terminate our operations. Our operations, including but not limited to any exploitation program, require permits from the U.S. and Canadian governments. We may be unable to obtain these permits in a timely manner, on reasonable terms, or at all. If we cannot obtain or maintain the necessary permits, or if there is a delay in receiving these permits, our timetable and business plan for exploration and/or exploitation, may be materially and adversely affected.

We may experience supply and equipment shortages.

We may not be able to purchase all of the supplies and materials we need to continue our mining activities due to shortage of funds, lack of availability or other reasons. This could cause us to delay or suspend operations. Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as explosives, and certain equipment, such as bulldozers, drilling equipment and excavators, that we might need to conduct our mining activities. If we cannot find the supplies and equipment we need, we may have to suspend our operations until we do find the supplies and equipment we need. If we are unable to find the supplies in the U.S. or Canada but can find them in another location, the cost will increase significantly, as will the time to deliver.

There are risks inherent in doing business in foreign countries.

All or our properties are located in Newfoundland, Canada. Risks of doing business in a foreign country could materially and adversely affect our results of operations and financial condition. We face risks normally associated with doing business in a foreign country. These risks include, but are not limited to:

•

labor disputes;

•

invalidity of governmental orders;

•

uncertain or unpredictable political, legal and economic environments;

•

war;

•

civil and political unrest;

•

property disputes;

•

changes to existing laws or policies relating to the mining industry that increase our costs;

•

unpredictable changes in or application of taxation regulations;

•

delays in obtaining or the inability to obtain necessary governmental permits;

•

governmental seizure of land or mining concessions;

•

limitations on ownership;

•

limitations on the repatriation of earnings;

•

increased financial costs;

•

import and export regulations, including restrictions on the export of gold and other minerals; and/or

•

foreign exchange controls.

The occurrence of one or more of these events or a change in existing policy could have a material adverse effect on our cash flows, earnings, results of operations, and financial condition. These risks may limit or disrupt our operations, restrict the movement of funds, impair contract rights, or result in the taking of property by nationalization or expropriation without fair compensation.

Risks Related to our Shares of Common Stock

Our stock price may be volatile.

Our stock price may be volatile and as a result investors could lose all or part of their investment. In addition to volatility associated with over-the-counter securities in general, the value of any investment could decline due to the impact of any of the following factors upon the market price of our common stock:

•

changes in the worldwide price for gold and other minerals;

•

disappointing results from our exploration and drilling efforts;

•

fluctuation in production costs that make mining uneconomical;

•

unanticipated variations in grade and other geological problems;

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•

unusual or unexpected rock formations;

•

failure to reach commercial production or producing at lower rates than those targeted;

•

decline in demand for our common stock;

•

downward revisions in securities analysts’ estimates or changes in general market conditions;

•

investor perception of our industry or our company; and/or

•

general economic trends.

In addition, stock markets have experienced extreme price and volume fluctuations and the market price of securities has been highly volatile. These fluctuations are often unrelated to asset value and may have a material adverse effect on the market price of our common stock. As a result, investors may be unable to resell their shares at a fair price.

There is currently a limited trading market for our common stock and our stock experiences price fluctuations.

There is currently a limited market for our common stock and we can provide no assurance to investors that a more robust market will develop. If a more robust market for our common stock does not develop, our shareholders may not be able to resell the shares of our common stock they have purchased and they may lose all of their investment. Our stock is thinly traded and is therefore subject to significant fluctuations if the amount of trading increases significantly for a short period of time. Even one large trade could materially affect the price of the stock even though the status of the company remains unchanged.

The trading price of our common stock may be subject to wide fluctuations. Trading prices of our common stock may fluctuate in response to a number of factors, many of which will be beyond our control, including, without limitation, public announcements regarding our company, purchases or sales by existing stockholders, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts. These fluctuations may have a material adverse effect on the trading price of our common stock.

In addition, the stock market in general, and the market for mining companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. Market and industry factors may adversely affect the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources. In addition, we may not have complied in the past with federal and/or state securities laws and regulations, which could potentially result in litigation, penalties and/or fines, other substantial costs and expenses and a substantial diversion of management’s attention and resources.

Our shares of common stock are subject to the “penny stock” rules.

Our shares of common stock are subject to the SEC’s “penny stock” rules. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction, the broker and/or dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for the shares. As long as our shares of common stock are subject to the penny stock rules, the holders of such shares may find it more difficult to sell their securities.

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As an issuer of “penny stock,” the protection provided by the federal securities laws relating to forward-looking statements does not apply to us and as a result we could be subject to legal action.

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, if we are a penny stock, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

We may not be able to achieve secondary trading of our shares of common stock in certain states because our shares of common stock are not listed for trading on a national securities exchange.

Because our shares of common stock are not listed for trading on a national securities exchange, our shares of common stock are subject to the securities laws of the various states and jurisdictions of the U.S. in addition to federal securities laws. This regulation covers any primary offering we might attempt and all secondary trading by our stockholders. If we fail to take appropriate steps to register our shares of common stock or qualify for exemptions for our shares of common stock in certain states or jurisdictions of the U.S., the investors in those jurisdictions where we have not taken such steps may not be allowed to purchase our shares of common stock or those who presently hold our shares of common stock may not be able to resell their shares without substantial effort and expense. These restrictions and potential costs could be significant burdens on our stockholders.

We are authorized to issue up to 500,000,000 shares of our common stock and 5,000,000 shares of our preferred stock, the issuance of which could, among other things, reduce the proportionate ownership interests of current stockholders; in addition, we issued 296,000,000 shares of our common stock in connection with acquisitions.

Our board of directors has the ability, without seeking stockholder approval, to issue additional shares of our common stock in the future for such consideration as our board of directors may consider sufficient. The issuance of additional shares of common stock and/or preferred stock in the future would reduce the proportionate ownership and voting power of the shares of our common stock held by our existing stockholders. In addition, we issued 296,000,000 shares of our common stock to our parent company when we purchased Handcamp. This issuance significantly diluted the ownership interest of our present stockholders other than our parent company.

Further, our board of directors is empowered, without stockholder approval, to issue shares of our preferred stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our common stock. In the event of such an issuance, the shares of preferred stock could be used as a method of discouraging, delaying or preventing a change in control of our company, which could thereby prevent our stockholders from receiving the maximum value for their shares.

The concentration of ownership of our shares of common stock with insiders and their affiliates is likely to limit the ability of other stockholders to influence corporate matters.

Approximately 99% of our issued and outstanding shares of common stock are owned and controlled by our parent company and under the indirect control of Mr. Kenneth Stead as a result of his control over our parent company. Consequently, Mr. Stead has the ability to exercise control over all matters requiring approval by our stockholders, including but not limited to, the election of directors and approval of significant corporate transactions, such as our acquisition of Handcamp and our other properties.  This concentration of ownership may also have the effect of delaying or preventing a change in control of our company that might be viewed as beneficial by other stockholders or discouraging a potential acquirer from making an offer to our stockholders to purchase their shares of our common stock in order to gain control of our company. While the distribution by our parent company of our shares of common stock to its own stockholders would lessen Mr. Stead’s control of our company, he and other affiliates of our company and our parent company would remain in control of our company. In addition, the distribution would not increase your current percentage ownership of our company.

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The Spin-Off of shares our common stock proposed by Kat Exploration, Inc. could cause our market value to decline.

The Spin-Off of 261,474,694 shares our common stock by Kat Exploration to its shareholders, representing 88% of our issued and outstanding shares, could have a depressing effect on the market price of our shares, as well as the market price of our parent’s shares. The Spin-Off would increase the number of free-trading shares available for sale by the public and result in our parent company having surrendered ownership of its principal asset, being the shares held by it in the Company. Ultimately, the value of our common stock will be determined in the trading markets and will be influenced by many factors, including our operations, the growth and continuation of our proposed business, investors’ expectations of our prospects, trends and uncertainties affecting the industry in which we operate, future issuances of our capital stock and general economic and other conditions. The Spin-Off is being effected pursuant to an S-1 registered offering and, as such, is subject to regulatory approval, including state securities laws.

ITEM 1B.  UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2.  PROPERTIES.

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.  In 2010 we acquired 100% of the mineral rights in and to “Handcamp,” a gold property located in the Province of Newfoundland and Labrador, Canada.  Our telephone number is (709) 368-9223.  South Lucky and the Rusty Ridge properties are located in eastern Newfoundland on the Bonavista Peninsula. Collier’s is also located in eastern Newfoundland but is situated on the Avalon Peninsula.  The Ekom Eya property is located in the Bibiani Gold Belt of Ghana.

ITEM 3.  LEGAL PROCEEDINGS.

We are not currently a party to any material legal or administrative proceedings. We are not aware of any material legal or administrative proceedings threatened against us. From time to time, we are subject to various legal or administrative proceedings arising in the ordinary course of our business.

ITEM 4.  MINE SAFETY DISCLOSURES

Not Applicable

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ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASERS OF EQUITY SECURITIES.

Market Information

Our shares of common stock are eligible for quotation on the Pink Sheets under the symbol “BVIG”. However, our shares do not trade other than on an extremely limited and sporadic basis and are only tradable on the pink sheets. The following table sets forth for the periods indicated the range of high and low bid quotations per share as reported on the Pink Sheets since the first period for which figures are available. These quotations represent inter-dealer prices, without retail markups, markdowns or commissions and may not necessarily represent actual transactions.

On June 18, 2013, the closing price of our common stock as reported on the OTC-BB was $.0039  per share.

Stockholders

As of December 31, 2012, there were approximately 18 holders of record of our common stock.

Dividends and Share Repurchases

Our company has not paid any dividends to our shareholders and does not expect to pay any such dividends in the foreseeable future, as we expect to retain any future earnings for use in the operation and expansion of our proposed business.  There are no restrictions which would limit our ability to pay dividends on common equity or that are likely to do so in the future.

Issuer Purchases of Equity Securities

None.

Equity Compensation Plans

We have not implemented a stock option plan for executives but do intend to do so in the next twelve months. We do not intend to establish any other equity compensation plans.

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Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

On November 25, 2011, we issued 135,000,000 shares of our company’s common stock to one entity in connection with the terms of an asset purchase agreement.  The issuance was not a public offering as defined in Section 4(2) of the Securities Act of 1933 because the issuance was made to an insubstantial number of persons and because of the manner of the offering. In addition, the investor had the necessary investment intent as required by Section 4(2) since it agreed to, and received, securities bearing a legend stating that such securities are restricted. This restriction ensured that these securities will not be immediately redistributed into the market and therefore be part of a public offering. This issuance was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the Company met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

ITEM 6.  SELECTED FINANCIAL DATA.

Not applicable because our company is a smaller reporting company.

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion of our financial condition and results of operations should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended December 31, 2012, found in this Annual Report. In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Where possible, we have tried to identify these forward looking statements by using words such as “anticipate,” “believe,” “intends,” or similar expressions. Our actual results could differ materially from those anticipated by the forward-looking statements due to important factors and risks including, but not limited to, those set forth under “Risk Factors” in Part I, Item 1A of this Annual Report.

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 annual 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 annual 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.

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Company Overview

We were incorporated in the State of Nevada on June 6, 2007. On June 4, 2010, we acquired, in a transaction with our parent company, 100% of the mineral rights that our parent company then held in and to Handcamp in exchange for 161,000,000 shares of our common stock. Following our acquisition of the mineral rights, 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. On November 25, 2011, we acquired 100% of the mineral rights that our parent company then held in and to the mineral properties Rusty Ridge, Collier’s, North Lucky and South Lucky in exchange for the issuance to our parent company of 135,000,000 shares of our company’s common stock.  As of the date of this Annual Report, we have generated no revenues but we have incurred expenses related to the drilling and exploration of Handcamp.

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, North Lucky,South Lucky and Ekom Eya, and have cumulative losses from inception through December 31, 2012 of approximately $132,575,295.

We are a natural resources exploration stage company, formed for the purpose of exploring and discovering mineral properties. We are currently focused on the mining and resources sector and intend to attempt, subject to, among other factors, obtaining substantial financing, to continue to increase our holdings of gold and other precious metals. Our principal objective is to attempt to locate, mine for and sell mineral properties and to take advantage of the increased value of precious metals, and in so doing to become an efficient and profitable, precious metals exploration and mining company. We may also seek to enter into joint ventures with certain major mining companies rather than selling properties. In pursuing this goal, we currently intend to concentrate any funds we are able in the future to obtain, if any, to explore areas that we believe will have mineral resources. Our current plan is to attempt to move forward to the next stage of in-depth exploration, which consists of ground geophysics, trenching and drilling. This phase, we believe, will determine the extent of the deposit along with its value.

Plan of Operations

Our strategy is a combination of processing ore 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.

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In order to begin processing the existing ore, 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 on the Ekom Eya 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.

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 ore 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 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.

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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.

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 the date of this prospectus, 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 $477 as of the date of this prospectus.

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 December 31, 2012.

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.

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.

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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 the date of this prospectus, 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. 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.

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.

37

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 for the year ended December 31, 2011 and the year ended December 31, 2012

For the year ended December 31, 2012 as compared to the year ended December 31, 2011, total revenues were $0 and $0, respectively; and net loss were $17,503,783 and $19,010,910, respectively. The net losses were attributable to operating expenses and write-down on assets.   The operating expenses for the year ended December 31, 2012 were  $1,403,783 as compared to  December 31, 2011 were $110,910.  During the year ended December 31, 2012 we did not conduct any exploration activities and a large portion of our expenses were accounting and legal expenses related to our obligations as a public company.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable because our company is a smaller reporting company.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements required by this item are located following the signature page of this Annual Report.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A.  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 Annual Report. Based on their evaluation, each such person concluded that our disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting as of December 31, 2011 as described below.

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Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15. The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment of the Company’s internal control over financial reporting based on the framework and criteria established by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Control – Integrated Framework. Based on the assessment, management concluded that, as of December 31, 2011, the Company’s internal control over financial reporting is not effective based on those criteria. The COSO framework requires rigid adherence to control principles that require sufficient and adequately trained personnel to operate the control system. The Company has insufficient accounting personnel for it to be able to segregate duties as required by COSO. The Company does not have sufficient resources to maintain all the reference material required to ensure that Company personnel are properly advised and trained to prepare complete disclosures in its financial information and as a result must rely on its independent registered public accounting firm to assist in these matters. Management is considering adding additional accounting staff, but at the present time does not have the financial resources to make the commitment.

The Company’s management, including its Chief Executive Officer and Principal Financial Officer, does not expect that the Company’s disclosure controls and procedures and its internal control processes will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that the breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Changes in Internal Control

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during our fiscal quarter ended December 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report.

ITEM 9B.  OTHER INFORMATION.

None

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ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The names of our officers and directors as of the date hereof, as well as certain information about them, are set forth below. Unless otherwise noted, all our offers and directors were appointed on September 10, 2010.

Kenneth Stead

Mr. Stead is a co-founder of Kat Exploration, our parent company, and has been its president since its incorporation in December of 2005. Mr. Stead worked directly in the mining industry from the early to late 70’s, where he first started with the Iron Ore Company of Canada and worked for Noranda at its Nanasivik mine in Stratacona Sound, northern Baffin Island. In the early 1980’s, Mr. Stead worked in the oil fields of Alberta, afterwards returning to Newfoundland where he set up his own construction company from 1985 to 1995.  In 1997, Mr. Stead became a co-founder of Cornerstone Resources Inc., a junior mining company now trading on the TSX-V (CGP) until he resigned in 2004.  Mr. Stead devotes approximately 30 hours per week to our parent company as well as to other professional pursuits and 20 hours per week to our company.

Mr. Stead brings to the Board significant operational experience in the mining industry.  His prior business experience, along with his tenure at our company, gives him a broad and extensive understanding of our operations and the proper role and function of the board of directors.  In addition, his background allows him to bring to the board of directors extensive knowledge about our industry.

Timothy R. Stead

Mr. Stead is a co-founder of our parent company and has been its vice president of field operations since inception. Mr. Stead completed a prospector’s training course in 2000, a time when working in the field for Cornerstone Resources Inc. He has years of experience in working with sediment-hosted copper on the eastern portion of the province of Newfoundland. Mr. Stead has acquired experience and knowledge of massive sulfide deposits as well as gold, and is presently overseeing a work program on one of our parent company’s gold properties.  As the Vice President of Field Operations of our parent company in addition to his above referenced capacity with our company, Mr. Stead devotes approximately 35 hours per week to our parent company as well as to other professional pursuits and 20 hours per week to our company.

Mr. Stead brings to the Board significant operational experience in the mining industry.  His prior business experience, along with his tenure at our company, gives him a broad and extensive understanding of our operations and the proper role and function of the board of directors.  In addition, his background allows him to bring to the board of directors extensive knowledge about our industry.

Thomas Brookes

Mr. Brookes was appointed to his current positions on April 18, 2012.  Mr. Brookes has been involved in the exploration and extraction of natural resources for more than thirty years. His past experience ranges from drilling for oil and natural gas in the Canadian High Arctic to many years prospecting for gold in Northwest British Columbia and the Yukon Territory. Prior to its acquisition by us, since June of 2011 Mr. Brookes was the Chief Executive Officer of Global Gold, a mining exploration company that secured the operating rights to the Ekom Eya mining concession. From January 2000 through the present, Mr. Brookes has also served as the Chief Executive Officer of Virgin Gold, Inc., a business offering contracting and drilling services based in Inuvik, NWT.

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Mr. Brookes brings to the Board significant operational experience in the mining industry.  His prior business experience, along with his tenure at our company, gives him a broad and extensive understanding of our operations and the proper role and function of the board of directors.  In addition, his background allows him to bring to the board of directors extensive knowledge about our industry.

Matthew Sullivan

Mr. Sullivan was appointed to his current positions on April 18, 2012, except that he became our Chief Financial Officer on May 4, 2012.  Mr. Sullivan has worked with a wide variety of well-established ventures and early stage companies in strategic and business operations with a focus on venture capital and business analysis. Mr. Sullivan was the Chief Financial Officer of Global Gold since June 2011 prior to being acquired by us. He has also been the principal of Sullivan & Associates Ltd., a financial consulting firm, since January 2000, and the Chief Operating Officer of Asana International, a global consumer health products company, since October 2011.

Mr. Sullivan brings to the Board significant operational experience in the mining industry.  His prior business experience, along with his tenure at our company, gives him a broad and extensive understanding of our operations and the proper role and function of the board of directors.  In addition, his background allows him to bring to the board of directors extensive knowledge about our industry.

All of our directors hold their positions on the Board until our next annual meeting of shareholders and until their successors have been qualified after being elected or appointed. Officers serve at the discretion of the Board.

Family Relationships

Messrs. Kenneth Stead and Timothy Stead are brothers; other than the foregoing, there are no family relationships among the members of board of directors or management. There is no arrangement or understanding between or among our executive officers and directors pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management stockholders will exercise their voting rights to continue to elect the current members of the board of directors.

Involvement in Certain Legal Proceedings

Except as set forth herein, to our best knowledge, no officer, director or 5% or greater stockholder of our company has, during the last ten years: (i) been convicted in or is currently subject to a pending a criminal proceeding; (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law, nor (iii) has any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto. To our knowledge, no director, officer or other affiliate of our company, and no record or beneficial owner of more than five percent (5%) of our securities, or any associate of any such director, officer or other affiliate or security holder is a party adverse to us or has a material interest adverse to us in reference to pending litigation.

Election of Directors and Officers

Holders of shares of our common stock are entitled to one (1) vote for each share held on all matters submitted to a vote of the stockholders, including the election of directors. Cumulative voting with respect to the election of directors is not permitted.

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Our directors are elected at the annual meeting of the stockholders or at a special meeting called for that purpose. Each director shall hold office until the next annual meeting of stockholders or until the director’s successor is elected and qualified. If a vacancy occurs on the our board of directors, including a vacancy resulting from an increase in the number of directors, then the stockholders may fill the vacancy at the next annual meeting or at a special meeting called for the purpose, or our board of directors may fill such vacancy.

Board Committees

Our board of directors has no separate committees; however, we intend to establish an audit committee in the future. Our board of directors acts as our compensation committee. We are not a “listed company” under SEC rules and we are, therefore, not required to have a compensation committee comprised of independent directors.

Director Independence

Our board of directors has determined that none of our directors are independent as defined under the rules of the NYSE Amex Equities Company Guide (although our shares of common stock are not listed on the NYSE Amex or any other national securities exchange).

Audit Committee Financial Expert

We have not made a determination as to whether any of our directors would qualify as an audit committee financial expert.

Code of Ethics

KAT Gold Holdings Corp. has adopted a Code of Ethics applicable to its principal executive officer, principal financial officer, principal accounting officer and controller.

Stock Option Plans

We have not adopted any stock option plans for our executives.

Compensation of Directors

We have not paid the members our board of directors any compensation for serving as one of our directors. Our board of directors may in the future, and in its sole discretion, determine to award its members cash, stock or other forms of consideration for their services to our company but to date has not done so.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s executive officers, directors and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of the Company’s common stock.  Such officers, directors and persons are required by Securities and Exchange Commission regulation to furnish the Company with copies of all Section 16(a) forms that they file with the SEC.

Based solely on a review of the copies of such forms that were received by the company, or written representations from certain reporting persons that no Form 5s were required for those persons, the company is not aware of any failures to file reports or report transactions in a timely manner during the company’s fiscal year ended December 31, 2012.

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ITEM 11.  EXECUTIVE COMPENSATION.

Summary Compensation Table

The following table sets forth the compensation paid to our executive officers during the twelve month periods ended December 31, 2012 and 2011:

*Mr. Barnes resigned as Chief Financial Officer as of April 12, 2012.  

Securities Authorized for Issuance under Equity Compensation Plans

We do not presently have an equity compensation plan in place for our executives.

Employment Agreements

Kat Gold Holdings has employment agreements with our executive officers.

Outstanding Equity Awards at Fiscal Year-End

None.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially based on 464,477,833 issued and outstanding shares of common stock as of May 25, 2013 by: (i) each of our directors; (ii) each of our named executive officers; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock.  

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. We believe that all persons named in the table have sole voting and investment power with respect to shares beneficially owned by them. All share ownership figures include shares issuable upon exercise of options or warrants exercisable within 60 days of April 1, 2012, which are deemed outstanding and beneficially owned by such person for purposes of computing his or her percentage ownership, but not for purposes of computing the percentage ownership of any other person.

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(1)

Beneficial ownership is calculated based on the 341,714,675 shares of common stock issued and outstanding as of the date hereof, together with securities exercisable or convertible into such shares within sixty (60) days of the date hereof for each stockholder.  The shares of common stock issuable pursuant to those convertible securities, options or warrants are deemed outstanding for computing the percentage ownership of the person holding such convertible securities, options or warrants but are not deemed outstanding for the purposes of computing the percentage ownership of any other person.

(2)   The address for each of the officers and directors is c/o Kat Gold Holdings Corp., 1149 Topsail Rd., Mount Pearl, Newfoundland, A1N 5G2, Canada.

(3)   Mr. Stead is the control person of Kat Exploration, our parent company, and may as such be deemed to “beneficially own” the shares of our common stock owned by our parent company.  Mr. Stead, however, disclaims beneficial ownership of all such shares.

(4)    Mr. Barnes has resigned as our Chief Financial Officer as of April 12, 2012.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Acquisition of Control of our Company

On April 28, 2010, Kenneth Stead, our president and chief executive officer, acquired 2,043,333 shares of our common stock 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 stockholders of our company.  Consequently, Mr. Stead paid an aggregate purchase price of $305,000 for 2,264,000 shares of our common stock, which constituted approximately 85.6% of all shares of our common stock then issued and outstanding.  The foregoing share acquisition resulted in a change in control of our company.  

Acquisition of Handcamp and the November Properties

On June 4, 2010, pursuant to an acquisition agreement by and between our company and our parent company, we acquired 100% of the mineral rights that our parent company then held in and to Handcamp in exchange for 161,000,000 shares of our common stocks.  As a result of the issuance of these shares, our parent company owns approximately 98% of the shares of our common stock and Kenneth Stead, a controlling stockholder of our parent company, beneficially owns approximately 99% of the shares of our common stock.

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On November 25, 2011, pursuant to a 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 the November Properties in exchange for 135,000,000 shares of our common stock.  This transaction had no material effect on our parent company’s percentage ownership of our company.

Acquisition of Global Gold and the Ekom Eya Properties

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

Capital Contribution

We have no cash balances as of the date of this Annual Report. Our principal source of funds has been cash supplied by our parent company, which has contributed an aggregate of $885,630 through December 31, 2012.

Other than the foregoing transaction, none of the directors or executive officers of our company, nor any person who owned of record or was known to own beneficially more than 5% of our company’s outstanding shares of its common stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the company.

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The aggregate fees billed for professional services rendered by B&A for the audit of our annual financial statements for the fiscal year ended December 31, 2012 amounted to $20,000.

Audit-Related Fees

During the fiscal year ended December 31, 2012, our principal accountant rendered assurance and related services reasonably related to the performance of the audit or review of our financial statements in the amount of $10,500.

Tax Fees

The aggregate fees billed for professional services rendered by B&A for the tax compliance for the fiscal year ended December 31, 2012 was $0.

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All Other Fees

During the fiscal year ended December 31, 2012 there were no fees billed for products and services provided by the principal accountant other than those set forth above.

Audit Committee Approval

We did not have an audit committee for the fiscal year 2012, though our board of directors has approved the services described above for such year.

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ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(A)  Financial Statements

See index to Financial Statements on Page F-1

(B)  Exhibits.

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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.

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.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Kat Gold Holdings Corp.

We have audited the accompanying balance sheets of Kat Gold Holdings Corp. as of December 31, 2012 and 2011 and the related statements of operations, changes in stockholders’ equity (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. as of December 31, 2012 and 2011, and the results of its operations, changes in stockholders’ equity (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

June 19, 2013

F-1

KAT Gold Holdings Corp.

(A Development Stage Company)

BALANCE SHEETS

AS OF DECEMBER 31, 2012 AND 2011

The accompanying notes are an integral part of these financial statements

F-2

KAT Gold Holdings Corp.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

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

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

The accompanying notes are an integral part of these financial statements

F-3

KAT Gold Holdings, Corp.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' DEFICIT

FOR THE PERIOD FROM INCEPTION (DECEMBER 5, 2005)

AND FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

The accompanying notes are an integral part of these financial statements

F-4

KAT Gold Holdings Corp.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

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

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011