Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended |
Jun. 30, 2013 | |
Document and Entity Information | |
Entity Registrant Name | RemSleep Holdings Inc. |
Document Type | 10-Q |
Document Period End Date | 30-Jun-13 |
Amendment Flag | FALSE |
Entity Central Index Key | 1412126 |
Current Fiscal Year End Date | -19 |
Entity Common Stock, Shares Outstanding | 344,881,342 |
Entity Filer Category | Smaller Reporting Company |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Document Fiscal Year Focus | 2013 |
Document Fiscal Period Focus | Q2 |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Jun. 30, 2013 | Dec. 31, 2012 |
CURRENT ASSETS: | ||
Cash | $158 | $478 |
TOTAL CURRENT ASSETS | 158 | 478 |
TOTAL ASSETS | 158 | 478 |
CURRENT LIABILITIES | ||
Accounts payable | 138,303 | 140,901 |
Loan payable to individual | 50,000 | 30,000 |
Convertible notes payable, related party, net | 140,000 | |
Derivative liabilities, related party | 1,792,697 | |
Due to related party | 13,913 | |
Accrued interest payable | 15,815 | |
Accrued compensation to officers | 678,000 | 544,000 |
TOTAL CURRENT LIABILITIES | 2,828,728 | 714,901 |
TOTAL LIABILITIES | 2,828,728 | 714,901 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock value | ||
Common stock value | 344,881 | 341,715 |
Common stock to be issued | 4,500 | 122,930 |
Additional paid in capital | 148,925,793 | 148,800,630 |
Accumulated other comprehensive income (loss) | -962 | |
Deficit accumulated during the development stage | 152,102,782 | 149,979,699 |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | -2,828,570 | -714,424 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $158 | $478 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Jun. 30, 2013 | Dec. 31, 2012 |
Balance Sheets | ||
Debt discount, convertible notes payable | $700,000 | |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 1,000,000,000 | 500,000,000 |
Common stock, shares outstanding | 344,881,342 | 341,714,675 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | 91 Months Ended | ||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | |
REVENUES: | |||||
Sales | |||||
Cost of sales | |||||
Gross profit | |||||
EXPENSES: | |||||
Wages | 782 | 610,000 | 974,000 | 610,000 | 2,301,299 |
Common stock issuance expenses | 9,900 | 9,900 | 9,900 | ||
Geologist and geophysicist | 105,579 | ||||
Accounting and legal | 35,352 | 9,138 | 45,645 | 440,546 | |
Office and other expenses | 16,385 | 8,789 | 21,533 | 15,750 | 68,446 |
Vehicle expenses | 6,692 | ||||
Claim option expenses | 52,500 | ||||
Drilling and excavation | 189,280 | ||||
Travel and entertainment | 16,429 | ||||
Assay and related | 103,599 | ||||
Total expenses | 808,285 | 654,141 | 1,014,571 | 671,395 | 3,294,270 |
Loss from operations | -808,285 | -654,141 | -1,014,571 | -671,395 | -3,294,270 |
Impairment of mineral rights and properties purchased from related party | -18,900,000 | ||||
Impairment of mineral rights and properties purchased | -16,100,000 | -16,100,000 | -16,100,000 | ||
Impairment of Handcamp division property purchase | -112,700,000 | ||||
Total impairments | -16,100,000 | -16,100,000 | -147,700,000 | ||
OTHER INCOME (EXPENSES): | |||||
Interest expense | -15,815 | -15,815 | -15,815 | ||
Amortization of debt discount | 140,000 | 140,000 | 140,000 | ||
Derivative liabilities expense | 930,693 | 930,693 | 930,693 | ||
Change in derivative liability expense | 22,004 | 22,004 | 22,004 | ||
Total other income (expense) | -1,108,512 | -1,108,512 | -1,108,512 | ||
Loss before income taxes | -1,916,797 | -16,754,141 | -2,123,083 | -16,771,395 | -152,102,782 |
Provision for income taxes | |||||
NET LOSS | -1,916,797 | -16,754,141 | -2,123,083 | -16,771,395 | -152,102,782 |
OTHER COMPREHENSIVE LOSS (INCOME): | |||||
Foreign currency translation adjustment | 962 | 962 | 962 | ||
Comprehensive loss (income) | ($1,917,759) | ($16,754,141) | ($2,124,045) | ($16,771,395) | ($152,103,744) |
Basic and fully diluted net loss per share | $0 | ($0.06) | ($0.01) | ($0.06) | ($0.93) |
Weighted average common shares outstanding | 344,156,067 | 298,644,500 | 342,984,473 | 298,644,500 | 164,214,500 |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | 91 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
NET LOSS | ($2,123,083) | ($16,771,395) | ($152,102,782) |
Adjustments to reconcile net loss to net cash (used in) operations: | |||
Recapitalization of equity due to reverse merger | 2,645 | ||
Impairment of Handcamp estimated value | 112,700,000 | ||
Impairment of mineral rights and properties purchased from related party | 18,900,000 | ||
Impairment of mineral rights and properties | 16,100,000 | ||
Common shares to be issued for sign on bonus | 450,000 | 450,000 | |
Common shares to be issued for compensation | 9,900 | 9,900 | |
Amortization of debt discount | -140,000 | -140,000 | |
Derivative liabilities expense | -930,693 | -930,693 | |
Change in derivative liability expense | -22,004 | -22,004 | |
Series A preferred shares issued to officers for bonuses | 212,000 | ||
Changes in operating assets and liabilities: | |||
Accrued compensation to officers | 134,000 | 160,000 | 678,000 |
Accounts payable | -2,598 | 58,862 | 138,304 |
Accrued interest payable | 15,815 | 18,232 | |
NET CASH (USED IN) OPERATING ACTIVITIES | -873,269 | -16,102,533 | -1,803,421 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Loan proceeds from individual | 20,000 | 50,000 | |
Proceeds from related party | 13,913 | 13,913 | |
Proceeds from convertible notes payable | 840,000 | 840,000 | |
Common shares to be issued for investment | 5,000 | ||
Common shares issued for investment | 10,000 | ||
Capital contributions from related party | 885,630 | ||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 873,913 | 1,804,543 | |
Foreign currency translation adjustment | 962 | 962 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | -319 | -2,533 | 158 |
CASH AND CASH EQUIVALENTS BEGINNING OF THE PERIOD | 478 | 6,309 | |
CASH AND CASH EQUIVALENTS END OF THE PERIOD | 158 | 3,776 | 158 |
NON-CASH FINANCING ACTIVITIES: | |||
Purchase of Handcamp property via issuance of common stock | 112,539,000 | ||
Purchase of KATX mineral rights and properties via issuance of common stock | 18,900,000 | ||
Purchase of African mineral rights and properties via issuance of common stock | $16,100,000 | $16,100,000 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2013 | |
Notes | |
Summary of Significant Accounting Policies | NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Business Activity | |
REMSleep Holdings, Inc., f/k/a Kat Gold Holdings Corp. (the “Company”) was incorporated in the State of Nevada on June 6, 2007. Following its acquisition of Handcamp on June 4, 2010, a gold property located in the Province of Newfoundland and Labrador, Canada (“Handcamp”), the Company changed its business model to that of a mineral acquisition, exploration and development company focused primarily on gold properties. On August 26, 2010, the Company’s name was changed from Bella Viaggio, Inc. to the Company. As of this annual report, the Company has not generated any revenues but has incurred expenses related to the drilling and exploration of Handcamp. The Company has commenced exploratory drilling operations on the Handcamp property and sent core samples obtained for analysis. The Company is currently awaiting the results of these core samples. | |
The Company has not yet earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in Financial Accounting Standards Board Statement ASC 915 (“FASB ASC 915”). Among the disclosures required by FASB ASC 915 are that the Company’s financial statements be identified as those of a development stage operation, and that the statements of operations, stockholders’ deficit and cash flows disclose activity since the date of the Company’s inception. | |
Accounting Basis | |
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year end. | |
Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | |
For purposes of the Statements of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. | |
Comprehensive Income (Loss) | |
The Company reports comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in the financial statements. | |
Long-Lived Assets | |
The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is considered to be impaired and is written down to fair market value, which is determined based on either discounted future cash flows or appraised values. The company adopted the statement on inception. No impairments of these types of assets were recognized during the period ended June 30, 2013. | |
Risk and Uncertainties | |
The Company is subject to risks common to companies in the mining industry, including, but not limited to, litigation, development of new technological mining innovations and dependence on key personnel. | |
Advertising Costs | |
Advertising costs are expensed as incurred. The Company does not incur any direct-response advertising costs. | |
Stock-Bases Compensation | |
The company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about stock based compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recgnized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. | |
Fair Value for Financial Assets and Financial Liabilities | |
The company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("paragraph 820-10-35-37") to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase concistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quited prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. | |
The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: | |
Level 1: Quoted market prices available in active markets for identical assets and liabilities as of the reporting date. | |
Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | |
Level 3: Pricing inputs that are generally observable inputs and not corroborated by the market data. | |
The carrying amounts of the company's financial assets and liabilities, such as cash, accounts receivable, rent deposit, accounts payable, customer deposits and notes payable approximate their fair values because of the short maturity of these instruments. | |
The company's derivative liabilities related to convertible debt are measured at fair value on a recurring basis, using level 3 inputs. There were no assets or liabilities measured at fair value on a nonrecurring basis during the quarter ended June 30, 2013. | |
Fair Value of Financial Statements | |
The Company’s financial instruments consist of cash and security deposits. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. | |
Loss Per Share | |
Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of June 30, 2013 and 2012. | |
Recent Accounting Pronouncements | |
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will cause a material impact on its financial condition or the results of its operations. |
Note_Payable_Disclosure
Note Payable Disclosure | 3 Months Ended |
Jun. 30, 2013 | |
Notes | |
Note Payable Disclosure | NOTE 2 NOTE PAYABLE |
Note payable at June 30, 2013 consists of a $50,000 demand, balloon note payable to an unrelated individual bearing no interest. The loan is unsecured and has no specific maturity date. The note is bearing interest at the rate of 8% per annum. The accrued interest related to this note was $1,917 and $0 for the quarter ended June 30, 2013 and 2012, respectively. |
Convertible_Notes_Payable_and_
Convertible Notes Payable and Derivative Liabilities Related Party | 3 Months Ended | ||||||||
Jun. 30, 2013 | |||||||||
Notes | |||||||||
Convertible Notes Payable and Derivative Liabilities Related Party | NOTE 3 CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES RELATED PARTY | ||||||||
On April 30, 2013 the Company issued two 9.9% convertible notes in the principal amount of $720,000 and $120,000 (the "Note"), respectively, to two related parties. | |||||||||
The notes bear interest at the rate of 9.9% per annum. All interest and principal was due on April 30, 2014 and is in default. The Note is convertible on or after April 30, 2014 and prior to full payment of principal and interest hereunder, at the Lender option, at a 50% discount to the average closing bid price for the previous three (3) trading days prior to the conversion as Trading Day is defined in the Notes. The Company may prepay the Debenture at any time without penalty. | |||||||||
The Company has determined that the conversion feature of the Notes represent an embedded derivative since the Notes is convertible into a variable number of shares upon conversion. Accordingly, the Notes are not considered to be conventional debt under EITF 00-19 and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. Accordingly, the fair value of this derivative instrument has been recorded as a liability on the balance sheet with the corresponding amount recorded as a discount to the Notes. Such discount was amortized from the grant date to the maturity date of the Notes. The change in the fair value of the derivative liability is recorded in other income or expenses in the statement of operations at the end of each period, with the offset to the derivative liability on the balance sheet. The embedded conversion feature included in the Notes resulted in an initial debt discount of $720,000 and $120,000 respectively based on the initial fair value of the derivative liability of $1,517,737 and $252,956, respectively. The fair value of the embedded derivative liability was calculated at grant date utilizing the following assumptions: | |||||||||
Assumed | Market | ||||||||
Conversion | Price on | Volatility | Risk-Free | ||||||
Grant Date | Fair Value | Term Yrs | Price | Grant Date | Percentage | Rate | |||
4/30/13 | $1,517,737 | 1 | $0.00 | $0.00 | 780% | 0.11% | |||
4/30/13 | $252,956 | 1 | $0.00 | $0.00 | 780% | 0.11% | |||
At June 30, 2013, the company revalued the embedded derivative liability. For the period from the grant date to June 30, 2013, the balance of derivative liability of these two convertible notes were increased by $18,860 to $1,536,598 and increased by $3,143 to 256,100 respectively. | |||||||||
The fair value of the embedded derivative liability was calculated at June 30, 2013 utilizing the following assumptions: | |||||||||
Assumed | |||||||||
Conversion | Volatility | Risk-Free | |||||||
Fair Value | Terms Years | Price | Percentage | Rate | |||||
$1,536,598 | 0.83 | $0.00 | 790% | 0.15% | |||||
$256,100 | 0.83 | $0.00 | 790% | 0.15% | |||||
The carrying value of the Notes was $120,000 and $20,000, respectively, as of June 30, 2013, net of unamortized discount of $600,000 and $100,000, respectively. The company recorded amortization of the debt discount in the amount totally of $140,000 during the quarters ended June 30, 2013. The accrued interest related to this notes for quarters ended June 30, 2013 is $11,913 and $1,985 respectively. |
Due_To_Related_Party_Disclosur
Due To Related Party Disclosure | 3 Months Ended |
Jun. 30, 2013 | |
Notes | |
Due To Related Party Disclosure | NOTE 4 DUE TO RELATED PARTY |
Due to related party was $13,913 and $0 as of June 30, 2013 and 2012 respectively. The funds were borrowed from the Company's former officer and stockholder to fund the Company's daily operations. The effect of imputed interest are immaterial on the financial statements taken as a whole. |
Capital_Stock_Disclosure
Capital Stock Disclosure | 3 Months Ended |
Jun. 30, 2013 | |
Notes | |
Capital Stock Disclosure | NOTE 5 CAPITAL STOCK |
The Company was originally authorized to issue 5,000,000 Class A preferred shares with $0.001 per value with 1:25 voting rights. As of June 30, 2013, there was no Class A preferred shares issued and outstanding. The company is currently authorized to issued 1,000,000,000 common shares with $0.001 par value per share. | |
On April 17, 2013, the Company issued as compensation for services provided a total of 3,000,000 common shares with a fair value of $9,900 to a third party. The fair value of the shares was based on the price quoted on the OTC bulletin board on the grant date. | |
On October 12, 2012, the Company signed a subscription agreement to issue 166,667 common shares in exchange of $5,000. As of December 31, 2013, 166,667 common shares to be issued were recorded. These 166,667 common shares were issued on February 13, 2013. | |
On July 5, 2012, the Company issued 333,333 common shares in exchange of $10,000. | |
On April 18, 2012, the Company 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 the company acquired all of the issued and outstanding shares of the capital stock of Global Gold. The consideration (the "Purchase Price") paid by the company to the sellers was an aggregate of one hundred sixty-one million (161,000,000) shares of the company's common stock, par value $0.001 per share ( the "Common Stock"), of which one hundred eighteen million two hundred sixty-three thousand one hundred fifty-eight (118,263,158) shares of common stock payable to Thomas Brookes ("Brookes") and Matthew Sullivan ("Sullivan") were placed in escrow and will be released in accordance with the terms of an Escrow Agreement, described below. The purchase agreement also provided that Brookes and Sullivan will be appointed to the Board of Directors of the Company, and that each of Kenneth Stead, Timothy Stead, Brookes and Sullivan will vote their shares of stock of the company in favor of each other as directors so long as the parties maintain an ownership interest of at least five percent (5%) of the company's outstanding common stock and until the earlier of (i) eighteen (18) months from the date of the closing of the Global Gold transaction if the company has not received revenues of at least One Million Dollars ($1,000,000) from the production of the Ekom Eya mine in Ghana; or (ii) three (3) years from the date of the closing. | |
On April 12, 2012, the company entered into an Escrow Agreement with Brookes, Sullivan and Gracin & Marlow, LLP, as escrow agent (the "Escrow Agreement"), pursuant to which the parties agreed that one hundred eighteen million two hundred sixty-three thousand one hundred fifty-eight (118,263,158) shares of common stock (the "Escrow Shares') will be released to Brookes and Sullivan if and when the company has received revenues of at least one million dollars ($1,000,000) from the production of the Ekom Eya mine in Ghana (the "Milestone"); provided, however, that if the Milestone is not achieved by the date that is two (2) years from the date of the Escrow Agreement, the escrow agent will release to the company for cancellation all of the Escrow Shares, unless otherwise agreed to by the company and Brookes and Sullivan. | |
In connection with the purchase agreement, described below, the company will issue to the sellers one hundred sixty-one million (161,000,000) shares of common stock. These securities will be issued in reliance on Section 4(2) of the securities act of 1933, as amended (the "Securities Act"). The issuance will not involve any general solicitation or advertising by us. The sellers acknowledged the existence of transfer restrictions applicable to the securities to be sold by us. Certificates representing the securities to be sold contain a legend stating the restrictions on transfer to which such securities are subject. The shares were recorded at $.10 per share, the price of the stock at the issuance date and date of contract. The $16,100,000 purchase price was immediately written off due to no future realization of cash flows and worthlessness. | |
On February 27, 2014 the Purchase Agreement is terminated by an executed share exchange agreement (the "agreement") with Global Gold. The agreement provides in part that 118,263,158 shares of our common stock previously issued to Mr. Sullivan and Mr. Brookes be returned to the Company and cancelled. In consideration for the delivery of the 118,263,158 shares of common stock, the Company will deliver to Mr. Brookes and Mr. Sullivan all of the issued and outstanding shares of Global Gold owned by the Company. A total of 42,736,842 shares of common stock previously issued to the minority shareholders of Global Gold shall remain issued and outstanding. |
Loss_Per_Share_Disclosure
Loss Per Share Disclosure | 3 Months Ended |
Jun. 30, 2013 | |
Notes | |
Loss Per Share Disclosure | NOTE 6 LOSS PER SHARE |
Loss per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. Basic and diluted loss per share was $0.01 and $0.06 for the quarters ended June 30, 2013 and 2012. |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 3 Months Ended | ||||||
Jun. 30, 2013 | |||||||
Notes | |||||||
Supplemental Cash Flow Information | NOTE 7 SUPPLEMENTAL CASH FLOW INFORMATION | ||||||
Supplemental disclosures of cash flow information for the quarters ended June 30, 2013 and 2012 are summarized as follows: | |||||||
Cash paid during the years for interest and income taxes: | |||||||
2013 | 2012 | ||||||
Income Taxes | $ | -- | $ | -- | |||
Interest | $ | -- | $ | -- |
Commitments_and_Contingencies_
Commitments and Contingencies Disclosure | 3 Months Ended |
Jun. 30, 2013 | |
Notes | |
Commitments and Contingencies Disclosure | NOTE 8 COMMITMENTS AND CONTINGENCIES |
Certain of the Company’s officers and directors are involved in other related business activities and most likely will become involved in other business activities in the future. |
Material_Contracts_Disclosure
Material Contracts Disclosure | 3 Months Ended |
Jun. 30, 2013 | |
Notes | |
Material Contracts Disclosure | NOTE 9 MATERIAL CONTRACTS |
On November 23, 2011, the Company entered into an asset purchase agreement by and between the Company and KATX. The Company acquired 100% of the mineral rights that KATX then held in and to the mineral properties Rusty Ridge, Collier’s, North Lucky and South Lucky, from KATX solely in exchange for 135,000,000 shares of the Company’s common stock. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Jun. 30, 2013 | |
Notes | |
Related Party Transactions | NOTE 10 RELATED PARTY TRANSACTIONS |
The Company has received support from a party related through common ownership and directorship. All of the expenses herein have been borne by this entity on behalf of the Company and the direct vendor payments are treated as capital contributions in the accompanying financial statements. |
Material_Event_and_Employment_
Material Event and Employment Commitments | 3 Months Ended |
Jun. 30, 2013 | |
Notes | |
Material Event and Employment Commitments | NOTE 11 MATERIAL EVENT (PURCHASE OF EKOM MINE PROPERTY) AND EMPLOYMENT COMMITMENTS |
On April 18, 2012, the Company 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 the Company acquired all of the issued and outstanding shares of the capital stock of Global Gold. The consideration (the “Purchase Price”) paid by the Company to the Sellers was an aggregate of one hundred sixty-one million (161,000,000) shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), of which one hundred eighteen million two hundred sixty-three thousand one hundred fifty-eight (118,263,158) shares of Common Stock payable to Thomas Brookes (“Brookes”) and Matthew Sullivan (“Sullivan”) were placed in escrow and will be released in accordance with the terms of an Escrow Agreement, described below. The Purchase Agreement also provides that Brookes and Sullivan will be appointed to the Board of Directors of the Company, and that each of Kenneth Stead, Timothy Stead, Brookes and Sullivan will vote their shares of stock of the Company in favor of each other as directors so long as the parties maintain an ownership interest of at least five percent (5%) of the Company’s outstanding common stock and until the earlier of (i) eighteen (18) months from the date of the closing of the Global Gold transaction if the Company has not received revenues of at least One Million Dollars ($1,000,000) from the production of the Ekom Eya mine in Ghana; or (ii) three (3) years from the date of the closing. | |
On April 18, 2012, the Company entered into an Escrow Agreement with Brookes, Sullivan and Gracin & Marlow, LLP, as escrow agent (the “Escrow Agreement”), pursuant to which the parties agreed that one hundred eighteen million two hundred sixty-three thousand one hundred fifty-eight (118,263,158) shares of Common Stock (the “Escrowed Shares”) will be released to Brookes and Sullivan if and when the Company has received revenues of at least One Million Dollars ($1,000,000) from the production of the Ekom Eya mine in Ghana (the “Milestone”); provided, however, that if the Milestone is not achieved by the date that is two (2) years from the date of the Escrow Agreement, the escrow agent will release to the Company for cancellation all of the Escrowed Shares, unless otherwise agreed to by the Company and Brookes and Sullivan. | |
In connection with the Purchase Agreement, described below, the Company will issue to the Sellers one hundred sixty-one million (161,000,000) shares of Common Stock. These securities will be issued in reliance on Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). The issuance will not involve any general solicitation or advertising by us. The Sellers acknowledged the existence of transfer restrictions applicable to the securities to be sold by us. Certificates representing the securities to be sold contain a legend stating the restrictions on transfer to which such securities are subject. The shares were recorded at $.10 per share, the price of the stock at the issuance date and date of contract. The $16,100,000 purchase price was immediately written off due to no future realization of cash flows and worthlessness. On February 27, 2014, the purchase agreement was terminated by an executed share exchange agreement (the "agreement') with Global Gold. The agreement provides in part that 118,263,158 shares of our common stock previously issued to Mr. Sullivan and Mr. Brookes be returned to the Company and cancelled. In consideration for the delivery of the 118,263,158 shares of common stock, the Company will deliver to Mr. Brookes and Mr. Sullivan all of the issued and outstanding shares of Global Gold owned by the Company. A total of 42,736,842 shares of common stock previously issued to the minority shareholders of Global Gold shall remain issued and outstanding. | |
In connection with the Kenneth Stead Agreement, the Company issued to Mr. Stead as a sign-on bonus four million five hundred thousand (4,500,000) shares of Common Stock in 2014. | |
In connection with the Kenneth Stead Employment Agreement, the Company issued to Mr. Stead one million five hundred thousand (1,500,000) shares of Series A convertible preferred stock in 2014 upon the closing of the Global Gold transaction. On February 2014, the purchase agreement was terminated by an executed share exchange (the "agreement") with Global Gold. The Company is no longer required to issue these series preferred stock to Mr. Stead. | |
In connection with the Timothy Stead Employment Agreement, described below, the Company issued to Mr. Stead six hundred twenty thousand (620,000) shares of Series A convertible preferred stock upon the closing of the Global Gold transaction in 2014. On February 2014, the purchase agreement was terminated by an executed share exchange agreement (the "Agreement") with Global Gold. The company is no longer required to issue these Series A preferred stock to Mr. Stead. |
Going_Concern_and_Uncertainty
Going Concern and Uncertainty | 3 Months Ended |
Jun. 30, 2013 | |
Notes | |
Going Concern and Uncertainty | NOTE 12 GOING CONCERN AND UNCERTAINTY |
The Company has suffered recurring losses from operations since inception. In addition, the Company has yet to generate an internal cash flow from its business operations. These factors raise substantial doubt as to the ability of the Company to continue as a going concern. | |
Management’s plans with regard to these matters encompass the following actions: 1) to raise financing to enable it to continue its locate, explore and develop mineral properties as well as to generate working capital, and 2) to sell mineral properties that it has located, explored and developed by attempting to enter into joint ventures with, or to sell interests in any property it manages to develop to, a major mining company. | |
The Company’s continued existence is dependent upon its ability to resolve its lack of liquidity and begin generating profits in its current business operations. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. The accompanying financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties. |
Development_Stage_Risk
Development Stage Risk | 3 Months Ended |
Jun. 30, 2013 | |
Notes | |
Development Stage Risk | NOTE 13 DEVELOPMENT STAGE RISK |
Since its inception, the Company has been dependent upon the receipt of capital investment to fund its continuing activities. In addition to the normal risks associated with a new business venture, there can be no assurance that the Company’s business plan will be successfully executed. The Company’s ability to execute its business plan will depend on its ability to obtain additional financing and achieve a profitable level of operations. There can be no assurance that sufficient financing will be obtained. Further, the Company cannot give any assurance that it will generate substantial revenues or that its business operations will prove to be profitable. |
Subsequent_Event
Subsequent Event | 3 Months Ended |
Jun. 30, 2013 | |
Notes | |
Subsequent Event | NOTE 14 SUBSEQUENT EVENT |
On February 27, 2014 the Purchase Agreement was terminated by an executed share exchange agreement (the "agreement") with Global Gold. The agreement provides in part that 118,263,158 shares of our common stock previously issued to Mr. Sullivan and Mr. Brookes be returned to the Company and cancelled. In consideration for the delivery of the 118,263,158 shares of common stock, the Company will deliver to Mr. Brookes and Mr. Sullivan all of the issued and outstanding shares of Global Gold owned by the Company. A total of 42,736,842 shares of common stock previously issued to the minority shareholders of Global Gold shall remain issued and outstanding. | |
In March 2014, the Company issued 180,000,000 shares of common stock in consideration for the forgiveness of accrued salary. | |
On April 17, 2014, the Company changed the par value of series A Preferred Stock from no par value to $0.001 per share. Each series A Preferred share entitles the holders to convert each share of series A Preferred stock into 1 share of common stock. Each share of series A Preferred stock has voting rights equal to 25 common shares. | |
On April 17, 2014, the Company authorized 5 million shares of series of B Preferred Stock, with a par value of $0.001 per share. Each series B Preferred share entitles the holders to convert each share of series B Preferred into 100 shares of common stock. | |
On April 17, 2014, the Company authorized 5 million shares of series of C Preferred Stock, with a par value of $0.001 per share. Each series C Preferred share entitles the holders to convert each share of series C Preferred into 50 shares of common stock. | |
On October 27, 2014, a 1:2,000 reverse split has been approved by the corporation and shareholders but the process of FINRA approval and effectiveness has just begun. It is expected that the reverse would be effective somewhere around February 1, 2015. | |
On January 5, 2015, the Company changed its name to RemSleep Holdings Inc. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies: Business Activity (Policies) | 3 Months Ended |
Jun. 30, 2013 | |
Policies | |
Business Activity | Business Activity |
REMSleep Holdings, Inc., f/k/a Kat Gold Holdings Corp. (the “Company”) was incorporated in the State of Nevada on June 6, 2007. Following its acquisition of Handcamp on June 4, 2010, a gold property located in the Province of Newfoundland and Labrador, Canada (“Handcamp”), the Company changed its business model to that of a mineral acquisition, exploration and development company focused primarily on gold properties. On August 26, 2010, the Company’s name was changed from Bella Viaggio, Inc. to the Company. As of this annual report, the Company has not generated any revenues but has incurred expenses related to the drilling and exploration of Handcamp. The Company has commenced exploratory drilling operations on the Handcamp property and sent core samples obtained for analysis. The Company is currently awaiting the results of these core samples. | |
The Company has not yet earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in Financial Accounting Standards Board Statement ASC 915 (“FASB ASC 915”). Among the disclosures required by FASB ASC 915 are that the Company’s financial statements be identified as those of a development stage operation, and that the statements of operations, stockholders’ deficit and cash flows disclose activity since the date of the Company’s inception. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies: Accounting Basis (Policies) | 3 Months Ended |
Jun. 30, 2013 | |
Policies | |
Accounting Basis | Accounting Basis |
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year end. |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies: Use of Estimates (Policies) | 3 Months Ended |
Jun. 30, 2013 | |
Policies | |
Use of Estimates | Use of Estimates |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies: Cash and Cash Equivalents Policy (Policies) | 3 Months Ended |
Jun. 30, 2013 | |
Policies | |
Cash and Cash Equivalents Policy | Cash and Cash Equivalents |
For purposes of the Statements of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies: Comprehensive Income Policy (Policies) | 3 Months Ended |
Jun. 30, 2013 | |
Policies | |
Comprehensive Income Policy | Comprehensive Income (Loss) |
The Company reports comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in the financial statements. |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies: Long-lived Assets Policy (Policies) | 3 Months Ended |
Jun. 30, 2013 | |
Policies | |
Long-lived Assets Policy | Long-Lived Assets |
The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is considered to be impaired and is written down to fair market value, which is determined based on either discounted future cash flows or appraised values. The company adopted the statement on inception. No impairments of these types of assets were recognized during the period ended June 30, 2013. |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies: Advertising Costs Policy (Policies) | 3 Months Ended |
Jun. 30, 2013 | |
Policies | |
Advertising Costs Policy | Advertising Costs |
Advertising costs are expensed as incurred. The Company does not incur any direct-response advertising costs. |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies: Stock-bases Compensation Policy (Policies) | 3 Months Ended |
Jun. 30, 2013 | |
Policies | |
Stock-bases Compensation Policy | Stock-Bases Compensation |
The company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about stock based compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recgnized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies: Fair Value Measurement Policy (Policies) | 3 Months Ended |
Jun. 30, 2013 | |
Policies | |
Fair Value Measurement Policy | Fair Value for Financial Assets and Financial Liabilities |
The company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("paragraph 820-10-35-37") to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase concistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quited prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. | |
The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: | |
Level 1: Quoted market prices available in active markets for identical assets and liabilities as of the reporting date. | |
Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | |
Level 3: Pricing inputs that are generally observable inputs and not corroborated by the market data. | |
The carrying amounts of the company's financial assets and liabilities, such as cash, accounts receivable, rent deposit, accounts payable, customer deposits and notes payable approximate their fair values because of the short maturity of these instruments. | |
The company's derivative liabilities related to convertible debt are measured at fair value on a recurring basis, using level 3 inputs. There were no assets or liabilities measured at fair value on a nonrecurring basis during the quarter ended June 30, 2013. | |
Fair Value of Financial Statements | |
The Company’s financial instruments consist of cash and security deposits. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. |
Recovered_Sheet1
Summary of Significant Accounting Policies: Loss Per Share Policy (Policies) | 3 Months Ended |
Jun. 30, 2013 | |
Policies | |
Loss Per Share Policy | Loss Per Share |
Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of June 30, 2013 and 2012. |
Recovered_Sheet2
Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Jun. 30, 2013 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will cause a material impact on its financial condition or the results of its operations. |
Convertible_Notes_Payable_and_1
Convertible Notes Payable and Derivative Liabilities Related Party: Fair Value of the Embedded Derivative Liability, April 30, 2013 (Tables) | 3 Months Ended | ||||||||
Jun. 30, 2013 | |||||||||
Tables/Schedules | |||||||||
Fair Value of the Embedded Derivative Liability, April 30, 2013 | |||||||||
Assumed | Market | ||||||||
Conversion | Price on | Volatility | Risk-Free | ||||||
Grant Date | Fair Value | Term Yrs | Price | Grant Date | Percentage | Rate | |||
4/30/13 | $1,517,737 | 1 | $0.00 | $0.00 | 780% | 0.11% | |||
4/30/13 | $252,956 | 1 | $0.00 | $0.00 | 780% | 0.11% |
Convertible_Notes_Payable_and_2
Convertible Notes Payable and Derivative Liabilities Related Party: Fair Value of the Embedded Derivative Liability, December 31, 2013 (Tables) | 3 Months Ended | ||||||||
Jun. 30, 2013 | |||||||||
Tables/Schedules | |||||||||
Fair Value of the Embedded Derivative Liability, December 31, 2013 | |||||||||
Assumed | |||||||||
Conversion | Volatility | Risk-Free | |||||||
Fair Value | Terms Years | Price | Percentage | Rate | |||||
$1,536,598 | 0.83 | $0.00 | 790% | 0.15% | |||||
$256,100 | 0.83 | $0.00 | 790% | 0.15% |
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information: Cash paid during the years for interest and income taxes (Tables) | 3 Months Ended | ||||||
Jun. 30, 2013 | |||||||
Tables/Schedules | |||||||
Cash paid during the years for interest and income taxes | |||||||
2013 | 2012 | ||||||
Income Taxes | $ | -- | $ | -- | |||
Interest | $ | -- | $ | -- |
Note_Payable_Disclosure_Detail
Note Payable Disclosure (Details) (Loan payable to individual, USD $) | Jun. 30, 2013 |
Loan payable to individual | |
Note payable | $50,000 |
Accrued interest | $1,917 |
Convertible_Notes_Payable_and_3
Convertible Notes Payable and Derivative Liabilities Related Party (Details) (USD $) | 3 Months Ended | 6 Months Ended | 91 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Apr. 30, 2013 | |
Proceeds from convertible notes payable | $840,000 | $840,000 | ||
Interest rate per anum | 9.90% | |||
Carrying value of convertible notes | 140,000 | 140,000 | 140,000 | |
Unamortized debt discount | 700,000 | 700,000 | 700,000 | |
Amortization of debt discount | -140,000 | -140,000 | -140,000 | |
Convertible note 1 | ||||
Proceeds from convertible notes payable | 720,000 | |||
Fair value of the derivative liability | 1,536,598 | 1,536,598 | 1,536,598 | 1,517,737 |
Increase in derivative liability | 18,860 | |||
Carrying value of convertible notes | 120,000 | 120,000 | 120,000 | |
Unamortized debt discount | 600,000 | 600,000 | 600,000 | |
Accrued interest | 11,913 | 11,913 | 11,913 | |
Convertible note 2 | ||||
Proceeds from convertible notes payable | 120,000 | |||
Fair value of the derivative liability | 256,100 | 256,100 | 256,100 | 252,956 |
Increase in derivative liability | 3,143 | |||
Carrying value of convertible notes | 20,000 | 20,000 | 20,000 | |
Unamortized debt discount | 100,000 | 100,000 | 100,000 | |
Accrued interest | $1,985 | $1,985 | $1,985 |
Due_To_Related_Party_Disclosur1
Due To Related Party Disclosure (Details) (USD $) | Jun. 30, 2013 |
Details | |
Due to related party | $13,913 |
Capital_Stock_Disclosure_Detai
Capital Stock Disclosure (Details) (USD $) | 6 Months Ended | |||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2010 | Dec. 31, 2012 | |
Class A preferred shares authorized | 5,000,000 | 5,000,000 | ||
Class A preferred par value per share | $0.00 | $0.00 | ||
Common shares authorized | 1,000,000,000 | 500,000,000 | ||
Common par value per share | $0.00 | $0.00 | ||
Compensation for services | ||||
Common shares issued for compensation | 3,000,000 | |||
Value of common shares issued for compensation | $9,900 | |||
Subscription agreement | ||||
Issuance of common shares | 166,667 | |||
Issuance of common shares, value received | $5,000 | |||
Common stock issuable | ||||
Common shares to be issued (not yet issued) | 10,000 | |||
Global Gold Incorporated | ||||
Common stock issued for acquisitions | 161,000,000 | |||
Common shares cancelled and returned | 118,263,158 |
Loss_Per_Share_Disclosure_Deta
Loss Per Share Disclosure (Details) (USD $) | 3 Months Ended | 6 Months Ended | 91 Months Ended | ||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | |
Details | |||||
Basic and diluted loss per share | $0 | $0.06 | $0.01 | $0.06 | $0.93 |
Material_Contracts_Disclosure_
Material Contracts Disclosure (Details) (KATX) | 6 Months Ended |
Jun. 30, 2011 | |
KATX | |
Common stock issued for acquisitions | 135,000,000 |
Material_Event_and_Employment_1
Material Event and Employment Commitments (Details) | 6 Months Ended | ||
Jun. 30, 2013 | Jun. 30, 2010 | Jun. 30, 2012 | |
Global Gold Incorporated | |||
Common stock issued for acquisitions | 161,000,000 | ||
Common shares cancelled and returned | 118,263,158 | ||
Kenneth Stead Agreement | |||
Common shares to be issued (not yet issued) | 4,500,000 |
Subsequent_Event_Details
Subsequent Event (Details) (Common stock in consideration for the forgiveness of accrued salary) | 1 Months Ended |
Mar. 31, 2014 | |
Common stock in consideration for the forgiveness of accrued salary | |
Shares of stock issued | 180,000,000 |