-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LMI86cqNpusHAhjxCy+W8JMUyK9w7+2BErhOKB5AeuhE/g1EyBIyIEnG0LtjB2hQ LspFSkyJDnDvWpSjm5s70g== 0000930413-10-006202.txt : 20101222 0000930413-10-006202.hdr.sgml : 20101222 20101222143842 ACCESSION NUMBER: 0000930413-10-006202 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101222 DATE AS OF CHANGE: 20101222 GROUP MEMBERS: KENNETH STEAD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Kat Gold Holdings Corp. CENTRAL INDEX KEY: 0001412126 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 383759675 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85589 FILM NUMBER: 101268275 BUSINESS ADDRESS: STREET 1: 1149 TOPSAIL RD. CITY: MOUNT PEARL STATE: A4 ZIP: A1N 5G2 BUSINESS PHONE: (709) 368-9223 MAIL ADDRESS: STREET 1: 1149 TOPSAIL RD. CITY: MOUNT PEARL STATE: A4 ZIP: A1N 5G2 FORMER COMPANY: FORMER CONFORMED NAME: Bella Viaggio, Inc. DATE OF NAME CHANGE: 20070911 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KAT Exploration Inc. CENTRAL INDEX KEY: 0001508331 IRS NUMBER: 803927748 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1149 TOPSAIL ROAD CITY: MOUNT PEARL STATE: A4 ZIP: A1N5G2 BUSINESS PHONE: 7093689223 MAIL ADDRESS: STREET 1: 1149 TOPSAIL ROAD CITY: MOUNT PEARL STATE: A4 ZIP: A1N5G2 SC 13D 1 c63652_sc13d.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

 

(Amendment No. ___)*

 

KAT GOLD HOLDINGS CORP.

 

 

(Name of Issuer)

 

Common Stock, $0.001 par value

 

 

(Title of Class of Securities)

 

48583T 100

 

(CUSIP Number)

 

Kat Exploration, Inc.

1149 Topsail Rd

Mount Pearl, Newfoundland A1N 5G2

Canada

Attn.: Kenneth Stead

Tel.: (709) 368-9223

 

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

June 4, 2010

 

 

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 




 

 

 

 

 

 

 

1

NAMES OF REPORTING PERSONS

 

 

 

 

 

Kat Exploration, Inc.

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) o

 

 

(b) þ

 

 

 

 

 

3

SEC USE ONLY

 

 

 

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO

 

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

 

 

o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Nevada

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

 

 

 

 

 

 

 

7

 

SOLE VOTING POWER

 

 

 

0

 

 

 

 

 

8

 

SHARED VOTING POWER

 

 

 

 

 

 

 

161,000,000*

 

 

 

 

 

9

 

SOLE DISPOSITIVE POWER

 

 

 

 

 

 

 

0

 

 

 

 

 

10

 

SHARED DISPOSITIVE POWER

 

 

 

161,000,000*

 

 

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

161,000,000*

 

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

o

 

 

 

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

   98%

 

 

 

 

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

 



*          Kat Exploration, Inc. (“KAT”) and Kenneth Stead (collectively, the “Reporting Persons”) may be deemed to have formed a “group.” The group may be deemed to beneficially own all of the shares of common stock (the “Shares”) of Kat Gold Holdings Corp. (the “Issuer”) beneficially owned by each member of the group, thus having beneficial ownership of 163,264,000 Shares (see following page), or approximately 99% of the issued and outstanding Shares. However, beneficial ownership of the above referenced Shares is being reported hereunder solely because the Reporting Persons may be deemed to have beneficial ownership of such Shares as a result of the control relationships among the Reporting Persons.

Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that, except as set forth herein, it is the beneficial owner of any Shares for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.



 

 

 

 

1

NAMES OF REPORTING PERSONS

 

 

 

 

 

Kenneth Stead

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) o

 

 

(b) þ

 

 

 

 

 

3

SEC USE ONLY

 

 

 

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO

 

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

 

 

o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

 

 

 

 

 

 

 

7

 

SOLE VOTING POWER

 

 

 

2,264,000*

 

 

 

 

 

8

 

SHARED VOTING POWER

 

 

 

 

 

 

 

161,000,000*

 

 

 

 

 

9

 

SOLE DISPOSITIVE POWER

 

 

 

 

 

 

 

2,264,000*

 

 

 

 

 

10

 

SHARED DISPOSITIVE POWER

 

 

 

161,000,000*

 

 

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

163,264,000*

 

 

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

o

 

 

 

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

   99%

 

 

 

 

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 



*          Consists of the 161,000,000 Shares held by KAT and an additional 2,264,000 Shares held by Mr. Stead. Mr. Stead is the control person of KAT. Accordingly, Mr. Stead may be deemed to share indirect beneficial ownership of the Shares held by KAT.

The Reporting Persons may be deemed to have formed a “group.” The group may be deemed to beneficially own all of the Shares of the Issuer beneficially owned by each member of the group, thus having beneficial ownership of 163,264,000 Shares, or approximately 99% of the issued and outstanding Shares. However, beneficial ownership of the above referenced Shares is being reported hereunder solely because the Reporting Persons may be deemed to have beneficial ownership of such Shares as a result of the control relationships among the Reporting Persons.

Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that, except as set forth herein, it is the beneficial owner of any Shares for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.



 

 

ITEM 1.

SECURITY AND ISSUER

              The class of equity securities to which this Statement on Schedule 13D relates is the shares of common stock, par value $.001 per share (the “Shares”) of Kat Gold Holdings Corp., a Nevada corporation (the “Issuer”). The Issuer’s address is 1149 Topsail Rd, Mount Pearl, Newfoundland A1N 5G2 Canada.

 

 

ITEM 2.

IDENTITY AND BACKGROUND

(a)          This statement is being filed by: (i) Kat Exploration, Inc., a Nevada corporation (“KAT”) and (ii) Kenneth Stead, the control person of KAT (collectively, the “Reporting Persons”). The Reporting Persons are making a joint filing because they may be deemed to be a group pursuant to Section 13 of the Exchange Act.

(b)          The address of each of the Reporting Persons is c/o the Issuer at 1149 Topsail Rd, Mount Pearl, Newfoundland A1N 5G2 Canada.

(c)          The principal business of KAT is the exploration and development of mineral assets. Mr. Stead is the President of KAT and the Issuer.

(d)          None of the Reporting Persons has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)          None of the Reporting Persons has, during the last five (5) years, 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 or, prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)          Mr. Stead is a citizen of Canada.

 

 

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The Issuer, formerly known as Bella Viaggio, Inc. (“BVIG”), is a development stage company incorporated in the State of Nevada on June 6, 2007. On April 28, 2010, pursuant to a securities purchase agreement (the “Principal Agreement”), Mr. Stead acquired 2,043,333 Shares from Ronald A. Davis and Ronald G. Brigham for an aggregate purchase price of $275,272. Pursuant to another securities purchase agreement (the “Minority Agreement”) entered into simultaneously with the Principal Agreement, Mr. Stead purchased an additional 220,667 Shares from eleven other shareholders of BVIG. Consequently, Mr. Stead paid an aggregate purchase price of $305,000 for the 2,264,000 Shares, which constituted approximately 85.6% of all the Shares then issued and outstanding. The foregoing share acquisition resulted in a change in control of BVIG.

On June 4, 2010, pursuant to a purchase agreement (the “Handcamp Agreement”) dated as of May 28, 2010 by and between BVIG and KAT, BVIG acquired (the “Acquisition”) 100% of “Handcamp,” a gold property located in the Province of Newfoundland and Labrador, Canada (the “Property”) from KAT in exchange for 161,000,000 Shares (the “Handcamp Shares”). BVIG issued 65,000,000 Handcamp Shares to KAT on June 4, 2010, with the remaining 96,000,000 Handcamp Shares being issued to KAT on September 14, 2010. Following the Acquisition, BVIG changed its business model to that of a mineral acquisition, exploration and development company focused primarily on gold properties. On August 26, 2010 BVIG’s name was changed to Kat Gold Holdings Corp.

The foregoing discussion does not purport to be complete, and is qualified in its entirety by the terms and conditions of the Principal Agreement, the Minority Agreement and the Handcamp Agreement (collectively, the “Agreements”), copies of which are filed as Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3, respectively, to this Statement on Schedule 13D.

 

 

ITEM 4.

PURPOSE OF THE TRANSACTION.

(a)          The filing of this Statement on Schedule 13D is being made as a result of the Agreements discussed immediately above. Each of the Reporting Persons may at any time review or reconsider its position with respect to the Issuer and formulate plans or proposals with respect to any of such matters. The purpose of the Principal Agreement and the Minority Agreement was for Mr. Stead to acquire control of the Issuer, whereas the purpose of the Handcamp Agreement was for the Issuer to acquire the Property.

(b)          Not applicable other than as described above.

(c)          Not applicable other than as described above.

(d)          Not applicable.


(e)          Not applicable other than as described above.

(f)          Not applicable other than as described above.

(g)          Not applicable.

(h)          Not applicable.

(i)          Not applicable.

(j)          Not applicable.

The foregoing discussion does not purport to be complete, and is qualified in its entirety by the terms and conditions of the Agreement, copies of which are filed as Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3, respectively, to this Statement on Schedule 13D.

 

 

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER

(a) - (b) As of the filing date of this Statement on Schedule 13D the Reporting Persons may be deemed to have beneficial ownership (within the meaning of Rule 13d-3 under the Act) of the Shares as set forth below. As of December 15, 2010, there were 163,644,500 Shares outstanding.

 

 

 

 

 

 

 

 

 

 

 

 

 

Reporting Person

 

Shares

 

%

 

Sole voting power

 

Shared voting power

 

Sole dispositive power

 

Shared dispositive power

 

 

 

 

 

 

 

 

 

 

 

 

 

KAT

 

161,000,000

 

98%

 

0

 

161,000,000

 

0

 

161,000,000

Kenneth Stead

 

163,264,000

 

99%

 

2,264,000

 

161,000,000

 

2,264,000

 

161,000,000

Based upon Mr. Stead’s ownership and/or his management positions with KAT, he may be deemed to share indirect beneficial ownership of the Shares held by KAT and thus to constitute a “Group.” However, Mr. Stead disclaims beneficial ownership of all Shares held by KAT.

(c)          Other than as disclosed herein, the Reporting Persons did not effect any transactions in the Issuer’s securities, whether or not within the past sixty (60) days.

(d)          Not applicable.

(e)          Not applicable.

 

 

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

 

 

Not applicable.

 

 

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.


 

 

 

Exhibit No.

 

Description

 

 

 

 

 

 

99.1

 

Form of Principal Agreement*

 

 

 

99.2

 

Form of Minority Agreement*

 

 

 

99.3

 

Form of Handcamp Agreement **

 

 

 

99.4

 

Joint Filing Agreement, dated December 15, 2010, by and between the Reporting Persons ***

 

 

 

*

 

Filed as an Exhibit to the Current Report on Form 8-K filed with the SEC on May, 2010.

 

 

 

**

 

Filed as an Exhibit to the Current Report on Form 8-K filed with the SEC on June 4, 2010.

 

 

 

***

 

Filed herewith.



SIGNATURES

          After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and accurate.

 

 

 

 

KENNETH STEAD

 

 

 

 

By: /s/ Kenneth Stead

 

 

 

 

 

Name: Kenneth Stead, an Individual

 

 

 

 

KAT EXPLORATION, INC.

 

 

 

 

By: /s/ Kenneth Stead

 

 

 

 

 

Name: Kenneth Stead

 

 

Title: President

 

Date: December 22, 2010



EX-99.4 2 c63652_ex99-4.htm

Exhibit 99.4

EXHIBIT

JOINT FILING AGREEMENT

Kat Exploration, Inc. and Kenneth Stead hereby agree to jointly file the Statement on Schedule 13D and all amendments thereto, with the Securities and Exchange Commission with respect to the beneficial ownership by them of shares of common stock, par value $.001 per share, of Kat Gold Holdings Corp.

Dated: December 15, 2010

 

 

 

 

KENNETH STEAD

 

 

 

 

 

By: /s/ Kenneth Stead

 

 

 

 

 

Name: Kenneth Stead, an Individual

 

 

 

 

KAT EXPLORATION, INC.

 

 

 

 

By: /s/ Kenneth Stead

 

 

 

 

 

Name: Kenneth Stead

 

 

Title: President

 



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