UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

Commission File Number 000-53450

NOTIFICATION OF LATE FILING

               

(Check One):

[X] Form 10-K

[_] Form 20-F

[_] Form 11-K

[  ] Form 10-Q

Form 10-D

[_] Form N-SAR

[  ] Form N-CSR


   

For Period Ended:  

December 31, 2010


   

[_]

Transition Report on Form 10-K

 

[_]

Transition Report on Form 20-F

 

[_]

Transition Report on Form 11-K

 

[_]

Transition Report on Form 10-Q

 

[_]

Transition Report on Form N-SAR


   

For the Transition Period Ended:  

 

Read attached instruction sheet before preparing form. Please print or type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I --REGISTRANT INFORMATION

Kat Gold Holdings. Corp.
Full Name of Registrant

Former Name if Applicable

1149 Topsail Rd.
Address of Principal Executive Office (Street and Number)

Mount Pearl, Newfoundland, A1N 5G2, Canada
City, State and Zip Code

PART II – RULE 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

         

[X]

 

(a)

 

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

 

(b)

 

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and

 

(c)

 

The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.


PART III – NARRATIVE

State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.)

The compilation, dissemination and review of the information required to be presented in the Form 10-K for the year ending December 31, 2010, could not be completed and filed by March 31, 2011 without undue hardship and expense to the registrant. The registrant anticipates that it will file its Form 10-K within the "grace" period provided by Securities Exchange Act Rule 12b-25.

PART IV – OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

         

David M. Barnes

 

(709)

 

368-9223

(Name)

 

(Area Code)

 

(Telephone Number)


(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).  [X] Yes  [_] No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?  [X] Yes  [  ] No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

In fiscal 2009, the registrant had no operations whereas in fiscal 2010, the registrant experienced a loss of approximately $725,000 from operations and also recorded an impairment of $112,700,000 regarding the value of the transaction consummated in June 2010.

Kat Gold Holdings Corp.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

         

Date:   March 31, 2011          

 

By

 

/s/ David M. Barnes          

 

 

 

 

David M. Barnes

 

 

 

 

Chief Financial Officer