UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington,
D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2011

Commission file number: 000-53450

|                                                 |                         | 
|------------------------------------------------ | ----------------------- | 
|                                                 | KAT GOLD HOLDINGS CORP. | 
|                                                 |                         | 
|(Name of registrant as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Nevada                                                         |  | 33-1176182                          
|                                                               |  |                                     
|(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)          
|                                                            
|(709) 368-9223                                              
|                                                            
|(Registrants telephone number, including area code)        

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 o

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 o No
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 o                                            | Accelerated filer o        
|Non-accelerated filer o (Do not
 check if smaller reporting company) | 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 o     No x

As of May 12,
2011, there were 163,644,500 shares of common stock outstanding.

---



TABLE OF CONTENTS

|                                |                                                                                      |  |         
|------------------------------- | ------------------------------------------------------------------------------------ |  | --------
|                                |                                                                                      |  | Page No.
|                                |                                                                                      |  |         
|PART I. - FINANCIAL INFORMATION |                                                                                      | 
|Item 1.                         | Financial Statements.                                                                |  | 1       
|Item 2.                         | Managements Discussion and Analysis of Financial Condition and Plan
 of Operations. |  | 9       
|Item 3.                         | Quantitative and Qualitative Disclosures About Market Risk.                          |  | 13      
|Item 4                          | Controls and Procedures.                                                             |  | 13      
|PART II - OTHER INFORMATION     |                                                                                      | 
|Item 1.                         | Legal Proceedings.                                                                   |  | 13      
|Item 1A.                        | Risk
 Factors.                                                                       |  |         
|Item 2.                         | Unregistered Sales of Equity Securities and Use of Proceeds.                         |  | 13      
|Item 3.                         | Defaults Upon Senior Securities.                                                     |  | 13      
|Item 4.                         | (Removed and Reserved)                                                               |  | 13      
|Item 5.                         | Other Information.                                                                   |  | 13      
|Item 6.                         | Exhibits.                                                                            |  | 14      

---



PART I -
FINANCIAL INFORMATION

These unaudited financial statements have been prepared by the Company,
pursuant to the rules and regulations of the Securities and Exchange
Commission. These financial statements and the notes attached hereto should be
read in conjunction with the financial statements and notes included in the
Companys 10-K for its fiscal year ended December 31, 2010 as filed with the
SEC on April 15, 2011. In the opinion of the Company, all adjustments,
including normal recurring adjustments necessary to present fairly the
financial position of the Company, as of March 31, 2010 and 2011 and the
results of its operations and cash flows for the three month periods then ended
have been included. The results of operations for the interim period are not
necessarily indicative of the results for the full year.

|        |                     
|------- | --------------------
|ITEM 1. | FINANCIAL STATEMENTS



|                                                  
|--------------------------------------------------
|KAT Gold Holdings Corp. (FKA Bella
 Viaggio, Inc.)
|(A Development Stage Company)                     
|BALANCE SHEETS                                    
|AS OF MARCH 31, 2011 AND DECEMBER 31, 2010        
|                                                  

|                                                                                                                                                                      |  |             |              |            |   |              |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ------------ | ---------- | - | ------------ | -
|                                                                                                                                                                      |  | (Unaudited) |              | (Audited)  |  
|                                                                                                                                                                      |  | 03/31/2011  |              | 12/31/2010 |  
|                                                                                                                                                                      |  |             |              |            |  
|ASSETS                                                                                                                                                                |  |             |              |            |   |              |  
|CURRENT ASSETS:                                                                                                                                                       |  |             |              |            |   |              |  
|Cash                                                                                                                                                                  |  | $           |             |            | $ |             |  
|Security deposits                                                                                                                                                     |  |             | 10,750       |            |   | 10,750       |  
|                                                                                                                                                                      |  |             |              |            |   |              |  
|TOTAL CURRENT ASSETS                                                                                                                                                  |  |             | 10,750       |            |   | 10,750       |  
|                                                                                                                                                                      |  |             |              |            |   |              |  
|                                                                                                                                                                      |  |             |              |            |   |              |  
|TOTAL ASSETS                                                                                                                                                          |  | $           | 10,750       |            | $ | 10,750       |  
|                                                                                                                                                                      |  |             |              |            |   |              |  
|                                                                                                                                                                      |  |             |              |            |   |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                  |  |             |              |            |   |              |  
|                                                                                                                                                                      |  |             |              |            |   |              |  
|CURRENT LIABILITIES                                                                                                                                                   |  |             |              |            |   |              |  
|Outstanding checks in excess of bank balance                                                                                                                          |  | $           | 181          |            | $ | 71           |  
|                                                                                                                                                                      |  |             |              |            |   |              |  
|TOTAL CURRENT LIABILITIES                                                                                                                                             |  |             | 181          |            |   | 71           |  
|                                                                                                                                                                      |  |             |              |            |   |              |  
|                                                                                                                                                                      |  |             |              |            |   |              |  
|STOCKHOLDERS EQUITY                                                                                                                                                  |  |             |              |            |   |              |  
|Preferred stock, $.001 par value, 5,000,000 shares
 authorized, no shares issued or outstanding                                                                       |  |             |             |            |   |             |  
|Common stock, $.001 par value, 500,000,000 shares
 authorized, 163,644,500 common shares issued or outstanding at March 31, 2011
 and December 31, 2010, respectively |  |             | 163,645      |            |   | 163,645      |  
|Additional paid in capital                                                                                                                                            |  |             | 113,330,991  |            |   | 113,312,040  |  
|Deficit accumulated during the development stage                                                                                                                      |  |             | (113,484,067 | )          |   | (113,465,006 | )
|                                                                                                                                                                      |  |             |              |            |   |              |  
|TOTAL STOCKHOLDERS EQUITY                                                                                                                                            |  |             | 10,569       |            |   | 10,679       |  
|                                                                                                                                                                      |  |             |              |            |   |              |  
|                                                                                                                                                                      |  |             |              |            |   |              |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                            |  | $           | 10,750       |            | $ | 10,750       |  
|                                                                                                                                                                      |  |             |              |            |   |              |  

The accompanying notes are an integral part of these financial
statements

- 1  -

---



|                                                    
|----------------------------------------------------
|KAT Gold Holdings Corp. (FKA Bella
 Viaggio, Inc.)  
|(A Development Stage Company)                       
|STATEMENTS OF OPERATIONS                            
|FOR THE PERIOD FROM INCEPTION (DECEMBER 5, 2005) AND
|FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010  
|                                                    

|                                                  |  |                                     |             |                                                                       |   |           |  |   |              |  
|------------------------------------------------- |  | ----------------------------------- | ----------- | --------------------------------------------------------------------- | - | --------- |  | - | ------------ | -
|                                                  |  | For the three monthsended March 31, |             | Cumulative
Amount
from Inception
(December 5, 2005)
to March 31, 2011 |  
|                                                  |  | 2011                                |             | 2010                                                                  |   |          
|                                                  |  |                                     |             |                                                                       |   |           | 
|REVENUES:                                         |  |                                     |             |                                                                       |   |           |  |   |              |  
|Sales                                             |  | $                                   |            |                                                                       | $ |          |  | $ |             |  
|Cost of sales                                     |  |                                     |            |                                                                       |   |          |  |   |             |  
|                                                  |  |                                     |             |                                                                       |   |           |  |   |              |  
|Gross profit                                      |  |                                     |            |                                                                       |   |          |  |   |             |  
|                                                  |  |                                     |             |                                                                       |   |           |  |   |              |  
|EXPENSES:                                         |  |                                     |             |                                                                       |   |           |  |   |              |  
|Wages                                             |  |                                     |            |                                                                       |   |          |  |   | 121,299      |  
|Geologist and geophysicist                        |  |                                     |            |                                                                       |   |          |  |   | 105,579      |  
|Accounting and legal                              |  |                                     | 18,790      |                                                                       |   |          |  |   | 204,733      |  
|Office and other expenses                         |  |                                     | 271         |                                                                       |   |          |  |   | 13,956       |  
|Vehicle expenses                                  |  |                                     |            |                                                                       |   |          |  |   | 6,692        |  
|Claim option expenses                             |  |                                     |            |                                                                       |   |          |  |   | 22,500       |  
|Drilling and excavation                           |  |                                     |            |                                                                       |   |          |  |   | 189,280      |  
|Travel and entertainment                          |  |                                     |            |                                                                       |   |          |  |   | 16,429       |  
|Assay and related                                 |  |                                     |            |                                                                       |   |          |  |   | 103,599      |  
|                                                  |  |                                     |             |                                                                       |   |           |  |   |              |  
|Total expenses                                    |  |                                     | 19,061      |                                                                       |   |          |  |   | 784,067      |  
|                                                  |  |                                     |             |                                                                       |   |           |  |   |              |  
|                                                  |  |                                     |             |                                                                       |   |           |  |   |              |  
|Loss from operations                              |  | $                                   | (19,061     | )                                                                     | $ |          |  | $ | (784,067     | )
|                                                  |  |                                     |             |                                                                       |   |           |  |   |              |  
|Impairment of Handcamp division property purchase |  |                                     |            |                                                                       |   |          |  |   | (112,700,000 | )
|                                                  |  |                                     |             |                                                                       |   |           |  |   |              |  
|                                                  |  |                                     |             |                                                                       |   |           |  |   |              |  
|Loss before income taxes                          |  |                                     | (19,061     | )                                                                     |   |          |  |   | (113,484,067 | )
|                                                  |  |                                     |             |                                                                       |   |           |  |   |              |  
|                                                  |  |                                     |             |                                                                       |   |           |  |   |              |  
|Provision for income taxes                        |  |                                     |            |                                                                       |   |          |  |   |             |  
|                                                  |  |                                     |             |                                                                       |   |           |  |   |              |  
|                                                  |  |                                     |             |                                                                       |   |           |  |   |              |  
|NET LOSS                                          |  | $                                   | (19,061     | )                                                                     | $ |          |  | $ | (113,484,067 | )
|                                                  |  |                                     |             |                                                                       |   |           |  |   |              |  
|                                                  |  |                                     |             |                                                                       |   |           |  |   |              |  
|Basic and fully diluted net loss per share        |  | $                                   | (0.0001     | )                                                                     | $ |          |  | $ | (1.36        | )
|                                                  |  |                                     |             |                                                                       |   |           |  |   |              |  
|                                                  |  |                                     |             |                                                                       |   |           |  |   |              |  
|Weighted average common shares outstanding        |  |                                     | 163,644,500 |                                                                       |   | 2,645,000 |  |   | 83,144,750   |  
|                                                  |  |                                     |             |                                                                       |   |           |  |   |              |  

The accompanying notes are an integral part of these financial statements- 2  -

---



|                                                     
|-----------------------------------------------------
|KAT Gold Holdings Corp. (FKA Bella Viaggio,
 Inc.)   
|(A Development Stage Company)                        
|STATEMENTS
 OF CASH FLOWS                            
|FOR
 THE PERIOD FROM INCEPTION (DECEMBER 5, 2005) AND
|FOR
 THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010  
|                                                     

|                                                                    |  |      |         |      |   |                                                                    |  |   |              |  
|------------------------------------------------------------------- |  | ---- | ------- | ---- | - | ------------------------------------------------------------------ |  | - | ------------ | -
|                                                                    |  | 2011 |         | 2010 |   | Cumulative Amountfrom Inception(December 5, 2005)to March 31, 2011 | 
|                                                                    |  |      |         |      |   |                                                                    | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                               |  |      |         |      |   |                                                                    |  |   |              |  
|Net loss                                                            |  | $    | (19,061 | )    | $ |                                                                   |  | $ | (113,484,067 | )
|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  |  
|Changes in operating assets and liabilities:                        |  |      |         |      |   |                                                                    |  |   |              |  
|Security deposits                                                   |  |      |        |      |   |                                                                    |  |   | (10,750      | )
|Outstanding checks in excess
 of bank balance                       |  |      | 110     |      |   |                                                                   |  |   | 181          |  
|                                                                    |  |      |         |      |   |                                                                    |  |   |              |  
|NET CASH (USED IN) OPERATING ACTIVITIES                             |  |      | (18,951 | )    |   |                                                                   |  |   | (791,991     | )
|                                                                    |  |      |         |      |   |                                                                    |  |   |              |  
|                                                                    |  |      |         |      |   |                                                                    |  |   |              |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                               |  |      |         |      |   |                                                                    |  |   |              |  
|Capital contributions from related party                            |  |      | 18,951  |      |   |                                                                   |  |   | 791,991      |  
|                                                                    |  |      |         |      |   |                                                                    |  |   |              |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES                           |  |      | 18,951  |      |   |                                                                   |  |   | 791,991      |  
|                                                                    |  |      |         |      |   |                                                                    |  |   |              |  
|                                                                    |  |      |         |      |   |                                                                    |  |   |              |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                |  |      |        |      |   |                                                                   |  |   |             |  
|                                                                    |  |      |         |      |   |                                                                    |  |   |              |  
|CASH AND CASH EQUIVALENTS,                                          |  |      |         |      |   |                                                                    |  |   |              |  
|BEGINNING OF THE PERIOD                                             |  |      |        |      |   |                                                                   |  |   |             |  
|                                                                    |  |      |         |      |   |                                                                    |  |   |              |  
|                                                                    |  |      |         |      |   |                                                                    |  |   |              |  
|END OF THE PERIOD                                                   |  | $    |        |      | $ |                                                                   |  | $ |             |  
|                                                                    |  |      |         |      |   |                                                                    |  |   |              |  

The accompanying notes are an integral part
of these financial statements-  3  -

---



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|KAT GOLD HOLDINGS CORP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(A DEVELOPMENT STAGE COMPANY)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|NOTES
 TO FINANCIAL STATEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|For
 the Three Months Ended March 31, 2011                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBusiness Activity
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 Kat
Gold Holdings Corp. As of this quarterly report, the Company has not generated
any revenues but has incurred expenses related to the drilling and exploration
of Handcamp. The Company carried out Phase 1 exploratory drilling operations on
the Handcamp property during the summer of 2010 and sent core samples obtained
for analysis. The Company is currently reviewing the results of such analysis
to determine next steps.

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 No.
7 (SFAS
7). Among the disclosures required by SFAS 7 are that the Companys
financial statements be identified as those of a development stage operation,
and that the statements of operations, stockholders equity and cash flows
disclose activity since the date of the Companys inception.

Basis
of Presentation
The financial statements include the accounts of the Company under the accrual
basis of accounting.

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.

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.

Managements
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.

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 March 31, 2011.

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 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 three month ended March 31, 2011.

Risk
and Uncertainties -
The Company is subject to risks common to companies in the service industry,
including, but not limited to, litigation, development of new technological
innovations and dependence on key personnel.

Advertising
Costs - Advertising
costs are expensed as incurred. The Company does not incur any direct-response
advertising costs.

Income
Taxes - Income taxes
are computed using the asset and liability method. Under the asset and
liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of
assets and liabilities and are measured using the currently enacted tax rates
and laws. A valuation allowance is provided for the amount of deferred tax
assets that, based on available evidence, are not expected to be realized. It
is the Companys policy to classify interest and penalties on income taxes as
interest expense or penalties expense. As of March 31, 2011, there have been no
interest or penalties incurred on income taxes.

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.

- 4  -

---



|                                          
|------------------------------------------
|KAT GOLD HOLDINGS CORP.                   
|(A DEVELOPMENT STAGE COMPANY)             
|NOTES
 TO FINANCIAL STATEMENTS            
|For
 the Three Months Ended March 31, 2011
|                                          

FASB Accounting Standards Codification

The
Company has implemented all new accounting pronouncements that are in effect.
These pronouncements did not have any material impact on the financial
statements unless otherwise disclosed, and the Company does not believe that
there are any other new accounting pronouncements that have been issued that
might have a material impact on its financial position or results of
operations.

In
December 2010, the FASB Accounting Standards Update 2010-29 Business
Combinations Topic 805, which requires a public entity to disclose pro forma
information for business combinations that occurred in the current reporting
period. The disclosures include pro forma revenue and earnings of the combined
entity for the current reporting period as though the acquisition date for all
business combinations that occurred during the year had been as of the
beginning of the annual reporting period. If comparative financial statements
are presented, the pro forma revenue and earnings of the combined entity for
the comparable prior reporting period should be reported as though the
acquisition date for all business combinations that occurred during the current
year had been as of the beginning of the comparable prior annual reporting
period. Effective for business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2010. The adoption did not have an impact on the Companys
financial position and results of operations.

In
March 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-11 (ASU 2010-11), Derivatives and Hedging (Topic 815):
Scope Exception Related to Embedded Credit Derivatives. The amendments in this
Update are effective for each reporting entity at the beginning of its first
fiscal quarter beginning after June 15, 2010. Early adoption is permitted at
the beginning of each entitys first fiscal quarter beginning after issuance of
this Update. The Company does not expect the provisions of ASU 2010-11 to have
a material effect on the financial position, results of operations or cash
flows of the Company.

In
February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10),
Consolidation (Topic 810): Amendments for Certain Investment Funds. The
amendments in this Update are effective as of the beginning of a reporting
entitys first annual period that begins after November 15, 2009 and for
interim periods within that first reporting period. Early application is not
permitted. The Companys adoption of provisions of ASU 2010-10 did not have a
material effect on the financial position, results of operations or cash flows.

In
February 2010, the FASB issued ASU No. 2010-09 Subsequent Events (ASC Topic
855) Amendments to Certain Recognition and Disclosure Requirements (ASU No.
2010-09). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate
subsequent events through the date that the financial statements are issued and
removes the requirement for an SEC filer to disclose a date, in both issued and
revised financial statements, through which the filer had evaluated subsequent
events. The adoption did not have an impact on the Companys financial position
and results of operations.

In
January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements
and Disclosure, to require reporting entities to separately disclose the
amounts and business rationale for significant transfers in and out of Level 1
and Level 2 fair value measurements and separately present information
regarding purchase, sale, issuance, and settlement of Level 3 fair value
measures on a gross basis. This standard, for which the Company is currently
assessing the impact, is effective for interim and annual reporting periods
beginning after December 15, 2009 with the exception of disclosures regarding
the purchase, sale, issuance, and settlement of Level 3 fair value measures
which are effective for fiscal years beginning after December 15, 2010.

In
January 2010, the FASB issued an amendment to ASC 505, Equity, where entities
that declare dividends to shareholders that may be paid in cash or shares at
the election of the shareholders are considered to be a share issuance that is
reflected prospectively in EPS, and is not accounted for as a stock dividend.
This standard is effective for interim and annual periods ending on or after
December 15, 2009 and is to be applied on a retrospective basis. The adoption
of this standard is not expected to have a significant impact on the Companys
financial statements.

In October 2009, the FASB issued an amendment to the accounting
standards related to certain revenue arrangements that include software
elements. This standard clarifies the existing accounting guidance such that
tangible products that contain both software and non-software components that
function together to deliver the products essential functionality, shall
be excluded from the scope of the software revenue recognition accounting
standards. Accordingly, sales of these products may fall within the scope of
other revenue recognition standards or may now be within the scope of this
standard and may require an allocation of the arrangement consideration for
each element of the arrangement. This standard became effective on January
1, 2011.

- 5  -

---



|                                          
|------------------------------------------
|KAT GOLD HOLDINGS CORP.                   
|(A DEVELOPMENT STAGE COMPANY)             
|NOTES
 TO FINANCIAL STATEMENTS            
|For
 the Three Months Ended March 31, 2011
|                                          

In
October 2009, FASB issued an amendment to the accounting standards related to
the accounting for revenue in arrangements with multiple deliverables including
how the arrangement consideration is allocated among delivered and undelivered
items of the arrangement. Among the amendments, this standard eliminated the
use of the residual method for allocating arrangement considerations and
requires an entity to allocate the overall consideration to each deliverable
based on an estimated selling price of each individual deliverable in the
arrangement in the absence of having vendor-specific objective evidence or
other third party evidence of fair value of the undelivered items. This
standard also provides further guidance on how to determine a separate unit of
accounting in a multiple-deliverable revenue arrangement and expands the
disclosure requirements about the judgments made in applying the estimated
selling price method and how those judgments affect the timing or amount of
revenue recognition. This standard became effective on January 1, 2011.


In
August 2009, FASB issued an amendment to the accounting standards related to
the measurement of liabilities that are recognized or disclosed at fair value
on a recurring basis. This standard clarifies how a company should measure the
fair value of liabilities and that restrictions preventing the transfer of a
liability should not be considered as a factor in the measurement of
liabilities within the scope of this standard. This standard is effective for
the Company on October 1, 2009. The adoption of this amendment did not have a
material effect on the Companys financial statements.

On
September 30, 2009, the Company adopted changes issued by the Financial
Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP. These
changes establish the FASB Accounting Standards Codification (Codification) as
the source of authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of financial statements
in conformity with GAAP. Rules and interpretive releases of the Securities and
Exchange Commission (SEC) under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants. The FASB will no longer
issue new standards in the form of Statements, FASB Staff Positions, or Emerging
Issues Task Force Abstracts; instead the FASB will issue Accounting Standards
Updates. Accounting Standards Updates will not be authoritative in their own
right as they will only serve to update the Codification. These changes and the
Codification itself do not change GAAP. Other than the manner in which new
accounting guidance is referenced, the adoption of these changes had no impact
on the Companys financial statements.

NOTE
2 SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental
disclosures of cash flow information for the three months ended March 31, 2011
and 2010 are summarized as follows:

Cash
paid during the period for interest and income taxes:

|             |  |      |   |      |   |   | 
|------------ |  | ---- | - | ---- | - | - | 
|             |  | 2011 |   | 2010 |  
|Income Taxes |  | $    |  |      | $ |  | 
|Interest     |  | $    |  |      | $ |  | 

NOTE 3 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.

NOTE
4 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

-  6  -

---



|                                          
|------------------------------------------
|KAT GOLD HOLDINGS CORP.                   
|(A DEVELOPMENT STAGE COMPANY)             
|NOTES
 TO FINANCIAL STATEMENTS            
|For
 the Three Months Ended March 31, 2011
|                                          

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.


NOTE
5 MATERIAL EVENT (PURCHASE OF HANDCAMP PROPERTY)

During
the year ended December 31, 2010, the Company acquired (the Acquisition)
100% of Handcamp, a gold property, from Kat Exploration, Inc. (KATX)
in exchange for 161,000,000 shares of the Companys common stock.

Under
the terms of the agreement governing the Acquisition, the Company issued
65,000,000 shares of its common stock to KATX on September 4, 2010, and the
remaining 96,000,000 shares of its common stock were issued to KATX on
September 14, 2010.

The
shares were valued at $0.70 per share, the closing stock price on the date of
the closing, resulting in recorded goodwill of $112,700,000. The Companys
management, upon review, determined that such amount might not be fully
recoverable due to future cash flows being an uncertainty and an adjustment to
write down the property was recorded.

NOTE 6 MATERIAL CONTRACTS

KATX
entered into a Diamond Drilling Contract dated February 24, 2010 in which Cabo
Drilling (Atlantic) Corp. agreed to provide certain drilling services at the
Handcamp property. The contract covered various rates, which in the opinion of
management represented market value rates, for mobilization and demobilization,
overburden penetration (pipe and casing), core drilling, surveys and tests,
etc. A security deposit of $10,000 was made prior to commencement of
mobilization and services were provided under this contract from July through
September 2010 and all such services were paid for by KATX on behalf of the
Company as it acquired rights to the property in June 2010.

NOTE
7 INCREASE IN AUTHORIZED COMMON SHARES

On
July 7, 2010, the board of directors of the Company and shareholders owning a
majority of its issued and outstanding shares of common stock of the Company
voted to approve (i) an increase in its authorized common shares to 500,000,000
shares and (ii) a change in the Companys name to Kat Gold Holdings Corp. to
better reflect the nature of its operations. The Companys articles of
incorporation were amended accordingly on August 2, 2010.


NOTE 8 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 the same for the three months ended March 31, 2011 and 2010.


NOTE
9 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.

NOTE
10 INCOME TAXES

For the three months ended March 31, 2011 and
2010, the Company has incurred net losses and, therefore, has no tax liability.
The net deferred tax asset generated by the loss carry-forward has been fully
reserved. The cumulative net operating loss carry-forward is approximately
$784,000 at March 31, 2011, and will begin to expire in the year 2024.

The provision for Federal income tax consists
of the following at March 31:

|                                       |  |      |          |      |   |    |  
|-------------------------------------- |  | ---- | -------- | ---- | - | -- | -
|                                       |  | 2011 |          | 2010 |  
|                                       |  |      |          |      |  
|Federal income tax attributable to:    |  |      |          |      |   |    |  
|Current operations                     |  | $    | 274,000  |      | $ |   |  
|Less: valuation allowance              |  |      | (274,000 | )    |   | ( | )
|                                       |  |      |          |      |   |    |  
|Net provision for Federal income taxes |  | $    |         |      | $ |   |  
|                                       |  |      |          |      |   |    |  

- 7 -

---



The cumulative tax effect at the expected
rate of 35% of significant items comprising our net deferred tax amount is as
follows:

|                                    |  |      |          |      |   |    |  
|----------------------------------- |  | ---- | -------- | ---- | - | -- | -
|                                    |  | 2011 |          | 2010 |  
|                                    |  |      |          |      |  
|Deferred tax asset attributable to: |  |      |          |      |   |    |  
|Net operating loss carryover        |  | $    | 274,000  |      | $ |   |  
|Less: valuation allowance           |  |      | (274,000 | )    |   | ( | )
|                                    |  |      |          |      |   |    |  
|Net deferred tax asset              |  | $    |         |      | $ |   |  
|                                    |  |      |          |      |   |    |  

Due to the change in ownership provisions of
the Tax Reform Act of 1986, net operating loss carry forwards for federal
income tax reporting purposes are subject to annual limitations. Should a
change in ownership occur net operating loss carry forwards may be limited as
to use in future years.

NOTE
11 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.

- 8 -

---



|        |                                                                                     
|------- | ------------------------------------------------------------------------------------
|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN
 OF OPERATIONS.

Forward-looking StatementsWe and our representatives may from time to time make
written or oral statements that are forward-looking, including statements contained
in this quarterly 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
quarterly 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.                                                                                         

The following discussion should be read in conjunction with the
financial statements and the notes thereto which are included in this quarterly
report. This discussion contains forward-looking statements that involve risks,
uncertainties and assumptions. Our actual results may differ substantially from
those anticipated in any forward-looking statements included in this discussion
as a result of various factors.

OverviewWe 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 there 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. As of the date of this quarterly report, we have generated no revenues
but we have incurred expenses related to the drilling and exploration of
Handcamp.

- 9 -

---



We have no material income and/or assets other than Handcamp and have
cumulative losses since inception through March 31, 2011 of approximately
$113,000,000. 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 OperationsOur strategy is 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 through the exploration and development
of the existing Handcamp gold property; the acquisition, exploration, staking
and development of future gold properties and the acquisition of producing gold
properties. We plan to diversify our revenue sources 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 North American properties.

We operate with virtually no capital. Since our acquisition of the
mineral rights related to Handcamp, we have funded an exploration program using
investment capital from our parent company. We have recently been awarded a
grant by the province of Newfoundland and Labrador to, in part, fund our
exploration of Handcamp. Under the terms of the grant, the province contributed
a sum equal to fifty percent (50%) of our costs of drilling on Handcamp up to a
maximum of CDN $100,000. We are presently attempting to raise sufficient funds
to purchase new gold properties and fund further exploration. We cannot assure
you that we will be able to purchase any gold properties above and beyond
Handcamp.

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.

We hope 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. We expect that
the price of each property will be determined by the anticipated amount and
value of minerals it contains. If we are able to acquire a pool of gold assets,
our management expects 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 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 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, the initial phase of exploratory drilling,
during the summer of 2010. We have had the core samples obtained thereby
analyzed and are currently in the process of reviewing such analysis to
determine our next steps.

- 10 -

---



Cash RequirementsWe operate with virtually no capital. Since our
acquisition of the mineral rights associated with Handcamp, we have funded an
exploration program using capital contributed to us by our parent company. We
are currently attempting to raise sufficient funds to fund further exploration
and estimate that we will require an additional $1,000,000 to fund exploration
work on the Handcamp property as well as for working capital. We are in
discussions with prospective investors to provide such funding and anticipate
that the receipt of such funds would enable us to satisfy our cash requirements
for a period of six (6) months. 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.

In order to finance further exploration beyond the time period
discussed immediately above, we believe that we will need to raise a minimum of
$1,500,000, which we anticipate would enable us to satisfy our cash
requirements for a period of twelve (12) months and complete Phase II. However,
we cannot assure you that this amount 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.

We expended $19,061 during the fiscal quarter ended March 31, 2011 in
professional fees (legal and accounting) and office expenses.

None of the above figures refers to the financing that we would have to
raise in order to contemplate 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 from
our parent company or any other source, 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 ConcernAs of the date of this quarterly report, 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 ResourcesWe had no cash balances as of the date of this
quarterly report. Our principal source of funds has been capital contributions
supplied by our parent company.

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 $784,067 as of
March 31, 2011.

- 11 -

---



Should we be unable to obtain further capital contributions from our
parent company or otherwise raise sufficient funds, we will be required to
curtail our operating plans if not cease them entirely. Our parent company has extremely limited capital available. We cannot assure you that we will
receive further capital contributions from our parent company in the future or
otherwise generate the necessary funding to operate or develop our business.
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.

Variables and TrendsOther than the current exploration of the Handcamp
gold property, we have no operating history with respect to our exploration,
acquisition and development of gold properties. However, our parent company and
certain of our officers and directors, including Ken Stead, Timothy Stead and
Wayne Pickett, have significant mining exploration, acquisition and development
experience.

CommitmentsAs of the date of this quarterly report, our only
material capital commitment was the continued funding of the exploration of the
Handcamp gold property. We anticipate that any further capital commitments that
may be incurred 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.

Off Balance Sheet ArrangementsWe 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 PoliciesWe prepare financial statements in conformity with
U.S. 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.

Summary of Significant Accounting Policies

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 State 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,
stockholders 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
generally accepted accounting principles in the United State of America,
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.

- 12 -

---



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 InstrumentsOur 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.

Advertising Costs. Advertising costs are
expensed as incurred. We do not incur any direct-response advertising costs.

Recent Accounting PronouncementsWe 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.

|                |                                                            
|--------------- | -----------------------------------------------------------
|ITEM 3.         | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|Not
 Applicable
|                |                                                            
|ITEM 4.         | CONTROLS AND PROCEDURES                                    

Disclosure Controls and ProceduresEach 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 quarterly report. Based on their evaluation, each
such person concluded that our disclosure controls and procedures were not
effective due to material weaknesses in our internal control over financial
reporting that applied as of December 31, 2010 and continued to apply as of
March 31, 2011. Our management intends, during the 2011 fiscal year, to design
and implement processes and procedures that will provide reasonable assurance
regarding the reliability of our financial reporting and preparation of
financial statements for external purposes in accordance with generally
accepted accounting principles.

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

PART II - OTHER
INFORMATION

|        |                                                            
|------- | -----------------------------------------------------------
|ITEM 1. | LEGAL PROCEEDINGS                                          
|None    |                                                            
|        |                                                            
|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|None    |                                                            
|        |                                                            
|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES                            
|None    |                                                            
|        |                                                            
|ITEM 4. | REMOVED AND RESERVED                                       
|None    |                                                            
|        |                                                            
|ITEM 5. | OTHER INFORMATION                                          
|None    |                                                            

- 13 -

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|        |                
|------- | ---------------
|ITEM 6. | EXHIBITS AND 8K

|    |                                        
|--- | ---------------------------------------
|(a) | Exhibits
 furnished as Exhibits hereto:

Exhibit
No.          Description

|     |                                                                                                         
|---- | --------------------------------------------------------------------------------------------------------
|31.1 | Certification
 of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
 Act of 2002
|31.2 | Certification
 of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
 Act of 2002
|32.1 | Certification
 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                

- 14 -

---



SIGNATURES

Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.

|             |                         |                                           | 
|------------ | ----------------------- | ----------------------------------------- | 
|             | KAT GOLD HOLDINGS CORP.
|             |                         |                                           | 
|May 16, 2011 | By:                     | /s/ Kenneth
 Stead                        | 
|             |                         |                                           | 
|             |                         | Kenneth
 Stead, Chief Executive Officer  
|             |                         | (Principal Executive
 Officer)           
|             |                         |                                           | 
|May 16, 2011 | By:                     | /s/ David M.
 Barnes                      | 
|             |                         |                                           | 
|             |                         | David M.
 Barnes, Chief Financial Officer
|             |                         | (Principal Accounting
 Officer)          

- 15 -

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