10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Mark one)

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

For the fiscal year ended December 31, 2011

or

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

For the transition period from _____ to_____

Commission File Number: 000-53450

KAT GOLD HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Nevada	38-3759675
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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

(Address of principal executive offices) (Zip Code)

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

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

Title of Each Class	Name of Each Exchange on which Registered
None	Not Applicable

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  [X]    No  [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X]    No  [  ]

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

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

Large Accelerated Filer [  ]	Accelerated Filer [  ]
Non-Accelerated Filer [  ]	Smaller Reporting Company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  [  ]    No [X]

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

Documents incorporated by reference:  None

2

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of Kat Gold Holdings Corp. (the “Company”) for its fiscal year ended December 31, 2011, originally filed with the Securities and Exchange Commission on April 16, 2012 (the “Original Filing”). This Amendment is being filed solely to replace the Report of the Independent Registered Public Accounting Firm included the Original Filing.

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

3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

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

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

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

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

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

/s/ Bongiovanni & Associates, CPA’s

Bongiovanni & Associates, CPA’s

Cornelius, North Carolina

April 13, 2012

4

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	KAT HOLD HOLDINGS, INC.
November 21, 2012	By:	/s/ Kenneth Stead
		Kenneth Stead, Chief Executive Officer
		Title: Chief Executive Officer, Chief Financial Officer and Director

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

Signature	Title	Date
/s/ Kenneth Stead	President, Chief Executive Officer & Director	November 21, 2012
Kenneth Stead	(Principal Executive Officer)
/s/ Matthew Sullivan	Chief Financial Officer and Director	November 21, 2012
Matthew Sullivan	(Principal Financial Officer and Principal Accounting Officer)
/s/ Timothy Stead	Chief Operating Officer and Director	November 21, 2012
Timothy Stead
/s/ Thomas Brookes	Vice President and Director	November 21, 2012
Thomas Brookes

5

EX-31.1

Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

I, Kenneth Stead, certify that:

1.

I have reviewed this annual report on Form 10-K/A of Kat Gold Holdings Corp. for the fiscal year ended December 31, 2011, as filed with the Securities and Exchange Commission on the date hereof;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 21, 2012	s/ Kenneth Stead
	Kenneth Stead, Chief Executive Officer

EX-31.2

Exhibit 31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

I, Matthew Sullivan, certify that:

1.

I have reviewed this annual report on Form 10-K/A of Kat Gold Holdings Corp. for the fiscal year ended December 31, 2011, as filed with the Securities and Exchange Commission on the date hereof;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 21, 2012	s/ Matthew Sullivan
	Matthew Sullivan, Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. Sec.1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Kat Gold Holdings Corp. (the “Company”) on Form 10-K/A for the period ended December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, Kenneth Stead, Chief Executive Officer of the registrant and Matthew Sullivan, Chief Financial Officer of the registrant, certifies, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge that:

1.

The Report on Form 10-K/A fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

This certificate is being made for the exclusive purpose of compliance by the Chief Executive Officer and the Chief Financial Officer of the Company with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002, and may not be disclosed, distributed or used by any person or for any reason other than as specifically required by law.

Date:	November 21, 2012	By:	/s/ Kenneth Stead
			Name: Kenneth Stead
			Title: Chief Executive Officer

Date:	November 21, 2012	By:	s/ Matthew Sullivan
			Name: Matthew Sullivan
			Title: Chief Financial Officer

CORRESP

KAT GOLD HOLDINGS, INC.

1149 Topsail Rd.

Mount Pearl, Newfoundland

A1N 5G2, CANADA

November 21, 2012

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attn:

Larry Spirgel

Assistant Director

Re:

Kat Gold Holdings, Corp.

Form 10-K for Fiscal Year Ended December 31, 2011

Filed April 16, 2012

Form 10-Q for Fiscal Quarter Ended June 30, 2012

Filed August 8, 2012

File No. 000-53450

Dear Mr. Spirgel:

Kat Gold Holdings, Corp. (the “Company”) hereby submits its response to certain questions raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter of comments dated October 26, 2012 (the “Comment Letter”) relating to the Form 10-K and Form 10-Q referenced above.

The Company’s responses are numbered to correspond to the Staff’s comments and are filed in conjunction with Amendment No. 1 to the Form 10-K (the “Amended 10-K). For your convenience, each of the Staff’s comments contained in the Comment Letter has been restated below in its entirety, with the Company’s response set forth immediately beneath such comment.  

Form 10-K for Fiscal Year Ended December 31, 2011

Financial Statements

Comment No. 1. The auditor’s report should reflect the audit of the statements of operations, stockholders' equity and cash flows for all of the periods presented (i.e., from the date of inception, December 5, 2005, to the current period end). Please have your auditor revise their report to comply with Rule 2-02(c) of Regulation S-X, as appropriate.

Response No. 1.  The Company’s independent auditor has revised its auditor’s report and included it in the Amended 10-K.

Form 10-Q for Fiscal Quarter Ended June 30, 2012

Note 7 Increase in Authorized Common Shares, Designation of Preferred Shares and Name Change, page 8

Comment No. 2. We note that on April 18, 2012 you acquired all of the issued and outstanding shares of Global Gold in exchange for 161,000,000 shares of the company. It is unclear how this acquisition is recorded in your financial statements at June 30, 2012. Please advise us in detail.

Response No. 2.  The 161 million shares of common stock were valued at $0.10 per share, the closing stock price on the date of the closing, resulting in recorded goodwill of $16,100,000. However, the Company’s management determined that such amount might not be fully recoverable due to future cash flows being an uncertainty and therefore made an adjustment to write down the property in the second quarter of 2012.  Please note that the statement of operations includes the impairment charge of $16,100,000.

Comment No. 3. Further, this appears to have been a significant acquisition requiring financial statements to be provided in accordance with Rule 8-04 of Regulation S-X, and pro forma financial information in accordance with Rule 8-05 of Regulation S-X. It may also be necessary for you to provide any additional disclosure required by ASC 805-10-50. Please revise or advise us.

Response No. 3.  The Company does not believe that the acquisition of Global Gold Incorporated (“GGI”) was or is significant.  Under Rule 8-04 (b) (1) of Reg S-X, the acquisition may appear to have been significant for purposes of paragraph (c) of Rule 8-04 in that the face value of 161 million shares on the date of closing of the acquisition was $16,100,000. However, the Company’s management determined that such amount might not be fully recoverable due to future cash flows being an uncertainty and therefore made an adjustment to write down the property in the second quarter of 2012.  As a result, the Company does not believe that the financial statements of GGI are required to be included in the filings made by the Company.  The same reasoning applies to Rule 8-05.

Comment No. 4. It appears that shares issued to Brookes and Sullivan in connection with the Global Gold transaction might be considered compensation. Please tell us how you are accounting for these shares and what factors you considered in determining the appropriate accounting treatment.

Response No. 4.  As first reported by the Company on a Current Report on Form 8-K filed with the Commission on April 24, 2012, the Company issued 161 million of its shares of common stock to the then shareholders of GGI on a pari passu basis in exchange for the surrender by the shareholders of GGI of their shares in GGI (the “Exchange”).  As a result of the Exchange, GGI became a wholly owned subsidiary of the Company.

Each former shareholder of GGI, including Messrs. Brookes and Sullivan, received the same percentage of the aggregate figure of 161 million shares of common stock of the Company issuable in the Exchange as the percentage interest s/he held in GGI prior to the consummation of the transaction.  As a result, none of the shares issued by the Company in the Exchange constituted compensation, whether to Messrs. Brookes and Sullivan or anyone else.

General:

Comment No. 5. Please revise your Form S-1 to fully comply with the above comments, as applicable.

Response No. 5.  An Amendment No. 6 to the Form S-1 will be filed promptly following the Amended 10-K, which Amendment No. 6 will contain the revised auditor’s report.

The Company hereby acknowledges that:

•

Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filing;

•

The Company is responsible for the adequacy and accuracy of the disclosure in the filing; and

•

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions regarding the foregoing, please do not hesitate to contact the undersigned at (709) 368-1024 or our counsel Henry Nisser at (212) 930-9700.

Very truly yours,

 /s/ Kenneth Stead