UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2017March 31, 2021

or

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

For the transition period from _____________ to __________

Commission file number:File Number: 000-53450

REMSLEEP HOLDINGS, INC.

(NameExact name of registrant as specified in its charter)

699 Walnut St.2202 N. West Shore Blvd, Suite 400, Des Moines, Iowa 50309-3962200, Tampa. FL 33607

(Address of principal executive offices) (Zip Code)

515-724-5994813-367-3855

(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 [   ]☐

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 [   ]☒ No [X]☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]☐

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

AsIndicate the number of January 30, 2018,shares outstanding of each of the issuer’s classes of common stock, as of as of May 13, 2021, there were 3,610,751501,218,704 shares of common stock outstanding.

TABLE OF CONTENTS

2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REMSLEEP HOLDINGS, INC.

3REMSLEEP HOLDINGS, INC.

CONDENSED BALANCE SHEETS

The accompanying notes are an integral part of these unaudited condensed financial statements.

4REMSLEEP HOLDINGS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

The accompanying notes are an integral part of these unaudited condensed financial statements.

5REMSLEEP HOLDINGS, INC.

CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2020 and 2021

(UNAUDITED)

The accompanying notes are an integral part of these unaudited condensed financial statements.

6

REMSLEEP HOLDINGS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

The accompanying notes are an integral part of these unaudited condensed financial statements.

REMSLEEP HOLDINGS, INC.

NOTES TO UNAUDITEDCONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)

September

NOTE 1 - BACKGROUND

Business Activity

REMSleep Holdings, Inc., (the “Company”) was incorporated in the State of Nevada on June 6, 2007. On January 5, 2015 the name of the Company was changed to REMSleep Holdings, Inc. and the business model was changed to reflect the new direction of the Company; to develop and distribute products to help people affected by sleep apnea. On May 30, 20172015 REMSleep LLC was formally merged into REMSleep Holdings, Inc.

NOTE 12 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity

REMSleep Holdings, Inc., (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. On January 5, 2015 the name of the Company was changed to REMSleep Holdings, Inc. and the business model was changed to reflect the new direction of the Company; to develop and distribute products to help people affected by sleep apnea. On May 30, 2015 REMSleep LLC was formerly merged into REMSleep Holdings, Inc.

Basis of Presentation

These unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). 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, 2016 as filed with the SEC on April 17, 2017.2020. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of September 30, 2017March 31, 2021 and the results of its operations and cash flows for the three-month periodsthree months then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year.year ending December 31, 2021.

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.

ReclassificationsFair Value of Financial Instruments

Certain reclassificationsThe 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 consistency 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 quoted 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:

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2021 and December 31, 2020:

March 31, 2021:

December 31, 2020:

Basic and Diluted Earnings Per Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. 

As of March 31, 2021, the Company had approximately 73,121,000 of potentially dilutive shares of common stock from convertible debt and 170,974,026 potentially dilutive shares of common stock warrants.

As of March 31, 2020, the Company had approximately 114,812,000 of potentially dilutive shares of common stock from convertible debt and 19,561,039 potentially dilutive shares of common stock warrants.

The Company’s diluted loss per share is the same as the basic loss per share for all periods, as the inclusion of any potential shares would have been madehad an anti-dilutive effect due to the prior period financial information to conform to the presentation usedCompany generating a loss in the financial statements for the nine months ended September 30, 2017.those periods.

RecentRecently Adopted Accounting Pronouncements

The Company has reviewedimplemented all recently issued, but not yet effective,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 the future adoption ofthat there are any suchother new accounting pronouncements will causethat have been issued that might have a material impact on its financial conditionposition or the results of its operations.

NOTE 23 - GOING CONCERN AND UNCERTAINTY

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $576,972$7,037,408 at September 30, 2017,March 31, 2021, had a net loss of $201,458$471,466 and net cash used in operating activities of $78,115$63,182 for the ninethree months ended September 30, 2017.March 31, 2021. The Company’s ability to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors over the next twelve months raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

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REMSLEEP HOLDINGS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2017The Company is in the final stages of product development and plans to begin selling its product in 2021. The Company will continue to finance its operations through debt and/or equity financing as needed.

The industry in which we operate depends heavily upon our ability to obtain raw material and manufacture our product as well as the overall level of consumer and business spending. A sustained deterioration in general economic conditions (including distress in financial markets, turmoil in specific economies around the world, public health crises, and additional government intervention), particularly in the United States, may have a negative financial impact to our Company. Adverse conditions as a result of the global COVID-19 outbreak, will and may continue to impact our manufacturing processes and ultimately our ability to sell our product.

NOTE 34 - PROPERTY & EQUIPMENT

Long lived assets, including property and equipment and certain intangible assets to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets and certain identifiable intangibles to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Property and Equipment and intangible assets are first recorded at cost. Depreciation and/or amortization is computed using the straight-line method over the estimated useful lives of the various classes of assets as follows between three and five years.

Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income.

Assets stated at cost, less accumulated depreciation consisted of the following:

Depreciation expenseexpense

Depreciation expense for the ninethree months ended September 30, 2017March 31, 2021 and 20162020 was $3,843$12,890 and $688,$11,117, respectively.

NOTE 4 - COMMON STOCK

On January 5, 2016, the Company issued 150,000 common shares with a fair value of $30,000 to an investor in exchange for a like amount of expenses that the investor paid on behalf of the Company. The fair value of the shares was based on the price quoted on the OTC bulletin board on the grant date.

On January 20, 2016, the Company issued, as compensation for services provided, a total of 50,000 common shares with a fair value of $15,000 to a third party. The fair value of the shares was based on the price quoted on the OTC pink sheets on the grant date.

On February 23, 2016, the Company issued, as compensation for services provided, a total of 10,000 common shares with a fair value of $3,000 to a third party. The fair value of the shares was based on the price quoted on the OTC pink sheets on the grant date.

On October 5, 2016, the Company issued, as compensation for services provided, a total of 12,500 common shares with a fair value of $40,000 to a third party. The fair value of the shares was based on the price quoted on the OTC pink sheets on the grant date.

On January 15, 2017, the Company issued, as compensation for services provided, 5,000 common shares with a fair value of $1.04 for total non-cash expense of $5,200. The value of the shares ($0.052 pre-split) was determined bya third-party business valuation firm engaged by the Company to calculate the fair value of one share of the Company’s common stock based on various valuation approaches. The $5,200 is being recognized over the six-month term of the contract. As of September 30, 2017, all $5,200 has been expensed.

On March 6, 2017, the Company issued, as compensation for services provided, 32,500 common shares with a fair value of $1.04 for total non-cash expense of $33,800. The value of the shares ($0.052 pre-split) was determined by a third-party business valuation firm engaged by the Company to calculate the fair value of one share of the Company’s common stock based on various valuation approaches.

On June 15, 2017, the Company filed a Certificate of Amendment to its Articles of Incorporation (the "Certificate of Amendment"), with the Secretary of State of the State of Nevada to affect a 1-for-20 reverse stock split of its common stock, whereby every twenty shares of existing common stock will be converted into one share of new common stock.

8

REMSLEEP HOLDINGS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2017

NOTE 4 - COMMON STOCK (continued)

On April 1, 2017, the Company entered into a Fee Agreement with Frederick M. Lehrer to provide legal services to the Company. Per the terms of that agreement Mr. Lehrer was granted 5,000 shares of common stock with a fair value of $1.04 for total non-cash expense of $5,200. As of September 30, 2017, the shares have not yet been issued by the transfer agent; so therefore, have been credited to common stock to be issued.

On April 10, 2017, the Company issued, as compensation for services provided, 50,000 common shares with a fair value of $1.04 for total non-cash expense of $52,000.

In April 2017, with the agreement of the executive of the Company's previous management, the Company cancelled 150,000 common shares that had been previously issued to him.

On June 29, 2017, FINRA approved the Company’s Reverse Stock Split. The Reverse Stock Split took effect at the open of business on June 30, 2017. All shares through these financial statements have been retroactively adjusted to reflect the reverse.

On August 1, 2017, the Company issued, as compensation for services provided, 150,000 common shares with a fair value of $0.052 for total non-cash expense of $7,800.

On August 11, 2017, the Company issued, as compensation for services provided, 250,000 common shares with a fair value of $0.052 for total non-cash expense of $13,000.

NOTE 5 - PREFERRED STOCKLOANS PAYABLE

On October 24, 2017, the Company was notified that a petition had been filed in the Iowa District Court for Polk County by a Mr. John M. Wesson for failure to repay a loan. Mr. Wesson had loaned the Company $30,000 and $20,000 on October 24, 2012 and June 12, 2013, respectively. The loans were to accrue interest at 5%. On April 26, 2018, the Company agreed to repay the loan in full including accrued interest and $5,000 for legal fees. As of March 31, 2021, there is currently authorized to issue 5,000,000 Class A preferred shares, $0.001 per value with 1:25 voting rights. The Series A Preferred Stock ranks equal to the common stock$45,000 and $19,896 of principal and interest due on liquidation and pays no dividend.

this loan. As of December 31, 2015,2020, there were 1,500,000 Class A preferred shares outstanding.is $45,000 and $19,355 of principal and interest due on this loan.

On February 25, 2016,March 23, 2018, the Company issued 2,000,000 Class A preferred shares. On April 26, 2016 the Company issued 1,500,000 Class A preferred shares.purchased an automobile. The fair value of the sharespurchase price was based$16,963.46. The interest rate on the price quotedloan is 5.8% and matures on April 7, 2023. Payments on the OTC pink sheets on the grant date for the common shares as the preferred shares have a preferenceloan, consisting of a 1 to 1 conversion to common stock. The Company recognized compensation expense to its officers.

In April 2017, with the agreement of the executive of the Company's previous management, the Company cancelled 1,500,000 Class A Preferred Shares that had been previously issued to him in 2015.

principal and interest, are $327 per month. As of September 30, 2017,March 31, 2021 and December 31, 2020 there are 3,500,000 Class A Preferred shares outstanding.is $7,345 and $8,212, respectively, due on this loan.

NOTE 6 - CONVERTIBLE NOTES

The Companyfollowing table summarizes the convertible notes and related activity as of March 31, 2021:

A summary of the activity of the derivative liability for the notes above is currently authorized to issue 5,000,000 Class B Preferred Shares, $0.001 per value. Each shareas follows:

A summary of Series B Preferred Stock has a 1:100 voting right andquantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of March 31, 2021 is convertible into 100 sharesas follows:

A summary of common stock. No dividends will be paid andquantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the eventCompany’s derivative liability that are categorized within Level 3 of liquidation all sharesthe fair value hierarchy at the time of Series B will automatically convert into common stock. There are no shares of Series B Preferred Stock issued and outstanding.conversion is as follows:

The Company is currently authorized to issue 5,000,000 Class C Preferred Shares, $0.001 per value. Each sharedevelopment and determination of Series C Preferred Stock has a 1:50 voting rightthe unobservable inputs for Level 3 fair value measurements and is convertible into 50 sharesfair value calculations are the responsibility of common stock. No dividends will be paid and in the event of liquidation all shares of Series B will automatically convert into common stock. There are no shares of Series C Preferred Stock issued and outstanding.Company’s management. 

NOTE 67 - RELATED PARTY TRANSACTIONS

The Company has received support from parties related through common ownership and directorship. All of the expenses herein have been borne by these individuals on behalf of the Company and are treated as shareholder loans. These loans are unsecured, non-interest bearing and due on demand. As of September 30, 2017,March 31, 2021 and December 31, 2016,2020, the balance due on these loans is $163,402$179,191 and $85,287,$179,191, respectively.

9

REMSLEEP HOLDINGS, INC. Beginning on January 1, 2019, the balance due accrues interest at 12.5%. As of March 31, 2021, total accrued interest is $44,921.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

SeptemberThe Company executed a new employment agreement with Mr. Wood on April 1, 2019. Per the terms of the agreement Mr. Wood is to be compensated $4,000 per month. The agreement expired on April 1, 2020 and has been renewed for two more years. As of March 31, 2021 and December 31, 2020, there is $0 and $2,000 of accrued compensation, respectively, due to Mr. Wood.

The Company executed an employment agreement with its Chairman, Russell Bird, on January 1, 2019. Per the terms of the agreement, which is effective for one year, Mr. Bird is to be compensated $3,000 per month. As of March 31, 2021 and December 31, 2020, there is $40,000 and $33,000 of accrued compensation, respectively, due to Mr. Bird. Mr. Bird’s employment agreement has been renewed in 2020 for two more years.

NOTE 8 - COMMON STOCK

During the three months ended March 31, 2021, Diamond Investments converted $55,125 of principal and $2,303 of interest, into 17,091,667 shares of common stock.

During the three months ended March 31, 2021, Granite Global Value converted $29,487 of principal into 57,894,298 shares of common stock.

NOTE 9 - PREFERRED STOCK

The Company is currently authorized to issue 5,000,000 shares of Series A Preferred Stock, par value $0.001 per share value with 1:25 voting rights. The Series A Preferred Stock ranks equal to the common stock on liquidation, pays no dividend and is convertible to common stock for one share of common for one share of Series A Preferred Stock.

The Company is currently authorized to issue 5,000,000 shares of Series B Preferred Stock, par value $0.001 per share. Each share of Series B Preferred Stock has a 1:100 voting right and is convertible into 100 shares of common stock. No dividends will be paid and in the event of liquidation all shares of Series B will automatically convert into common stock. There are no shares of Series B Preferred Stock issued and outstanding.

The Company is currently authorized to issue 5,000,000 shares of Series C Preferred Stock, par value $0.001 per share value. Each share of Series C Preferred Stock has a 1:50 voting right and is convertible into 50 shares of common stock. No dividends will be paid and in the event of liquidation all shares of Series C will automatically convert into common stock. There are no shares of Series C Preferred Stock issued and outstanding.

NOTE 10 - WARRANTS

On January 6, 2021, the Company issued 35,000,000 warrants to Granite Global Investments Ltd in conjunction with convertible debt. The warrants are exercisable for 5 years at $.006 per share. The warrants were evaluated for purposes of classification between liability and equity. The warrants do not contain features that would require a liability classification and are therefore considered equity. The Black Scholes pricing model was used to estimate the fair value of the Warrants issued with the following inputs:

Using the fair value calculation, the relative fair value between the debt issued and the warrants was calculated to determine the warrants recorded equity amount of $24,440, accounted for in additional paid in capital.

On January 30, 20172021, the Company issued 120,000,000 warrants to Granite Global Investments Ltd in conjunction with convertible debt. The warrants are exercisable for 5 years at $.0003 per share. The warrants were evaluated for purposes of classification between liability and equity. The warrants do not contain features that would require a liability classification and are therefore considered equity. The Black Scholes pricing model was used to estimate the fair value of the Warrants issued with the following inputs:

Using the fair value calculation, the relative fair value between the debt issued and the warrants was calculated to determine the warrants recorded equity amount of $33,652, accounted for in additional paid in capital.

The Black Scholes pricing model was used to estimate the fair value of the Warrants issued with the following inputs:

A summary of the status of the Company’s outstanding stock warrants and changes during the year is presented below:

The aggregate intrinsic value represents the total pretax intrinsic value, based on warrants with an exercise price less than the Company’s stock price as of March 31, 2021, which would have been received by the warrant holder had the warrant holder exercised their warrants as of that date.

NOTE 711 - SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued February 2, 2018 and has determined that it does not have any material subsequent events to disclose in these financial statements.statements other than the following.

10

Subsequent to March 31, 2021, Granite Global Value converted $12,068 of principal, into 22,108,173 shares of common stock.

Subsequent to March 31, 2021, Diamond Investments converted $55,125 of principal and $2,756 of interest into 12,862,500 shares of common stock.

Subsequent to March 31, 2021, Jefferson Street Capital LLC converted warrants into 20,529,196 shares of common stock.

Subsequent to March 31, 2021, BHP Capital NY Inc. converted warrants into 2,669,264 shares of common stock.

Subsequent to March 31, 2021, the Company received $125,000 from PowerUp Lending from a newly issued convertible note.

Subsequent to March 31, 2021, the Company received $85,500 from Granite Global Value from a newly issued convertible note.

ITEM 2. MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS.

Forward-looking Statements

There are “forward-looking statements” contained in this quarterly report. 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,” and 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.

Overview

We were incorporated in the State of Nevada on June 6, 2007. On August 26, 2010, we changed our name from Bella Viaggio, Inc. to Kat Gold Holdings Corp. Effective January 1, 2015, we entered intocompleted an exchange agreement to purchase 100% of the outstanding interests of RemSleep LLC in exchange for 50,000,000 shares of common sharesstock of RemSleep Holdings, Inc.’s stock (the “Exchange Agreement”). As a result of the exchange, at which time RemSleep LLC became our wholly-owned subsidiary and constitutes ourwe adopted their business of developing and operations anddistributing sleep apnea products. On January 5, 2015, we changed our name to REMSleep Holdings, Inc. to reflect our new business model of developing and distributing sleep apnea products.model.

Our officers have 35 years of sleep-industry experience, including workinghaving been employed at sleep industry companies. Our officers invented our DeltaWave CPAP (continuous positive airway pressure) interface (the “DeltaWave”). We have developed the DeltaWave as an innovative new device to treat patients with sleep apnea. The patent-pending DeltaWave product is a nasal-pillows type interface designed tothat will result in better comfort and, therefore, better compliance. The Delta Wave iscompliance since it was specifically designed with unique airflow characteristics to enable patients with sleep apnea to breathe normally. A survey that appeared in DME Business found that 89% of patients stated that mask-interface comfort was their primary concern. The primary issue that we have addressed with the DeltaWave is the “work of breathing” component. We believe that our DeltaWave is designed to effectively address the stubborn issues that continue to affect a patient’s ability to comply with treatment, as follows:

Does not disrupt normal breathing mechanics; 

Is not claustrophobic; 

Causes zero work of breathing (WOB); 

Minimizes or eliminates drying of the sinuses; 

Uses less driving pressure; and 

Allows users to feel safe and secure while sleeping. 

WePending adequate financing, we plan to conduct clinical trials to test product effectiveness.

Our goal is to develop sleep products that achieve optimum compliance and comfort for CPAP patients.

11

On June 28, 2016, we applied for a patent for a new, innovative sleep apnea product that serves as an interface for the delivery of CPAP therapy and other respiratory needs. Our goal is to develop sleep products that achieve optimum compliance and comfort for CPAP patients.

Our website is located at: http://www.remsleeptech.com.www.remsleeptech.com. The contents of our website are not incorporated by reference into this report.

On January 30, 2020, the World Health Organization declared the COVID-19 (coronavirus) outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. The virus and actions taken to mitigate its spread have had and are expected to continue to have a broad adverse impact on the economies and financial markets of many countries, including the geographical areas in which the Company operates. The Company continues to execute its business plan. At the present time, the Company can not predict the full impact of the COVID-19 virus on its business. Our projections on spending, product development and milestone achievements are likely to be further revised as new information is obtained.

Results of Operations

The three months ended September 30, 2017March 31, 2021 compared to the three months ended September 30, 2016March 31, 2021

We have not generated any revenue to date.

Professional fees were $10,500 and $0$24,598 compared to $9,725 for the three months ended September 30, 2017March 31, 2021 and 2016,2020, respectively, an increase of $10,500. Professional fees consist mostly of accounting, audit and legal fees. The increase of $10,500 in the current period is attributed to an increase in legal fees.

Consulting expense was $22,993 and $0 for the three months ended September 30, 2017 and 2016, respectively. In the current period we issued 400,000 shares of common stock to consultants for total non-cash expense of $20,800.

Officer compensation was $6,000 and $0 for the three months ended September 30, 2017 and 2016, respectively.

General and administrative expense was $8,410 and $241 for the three months ended September 30, 2017 and 2016, respectively, an increase of $8,169. The increase in the current period can be largely attributed to an increase in web design expense and transfer agent fees.

Net Loss

For the three months ended September 30, 2017, we had a net loss of $47,903 as compared to a net loss of $241 for the three months ended September 30, 2016. Our net loss was higher in the current period primarily due to an increase in legal and consulting expense and the expense associated with issuing stock for services.

The nine months ended September 30, 2017 compared to the nine months ended September 30, 2016

Professional fees were $56,662 and $19,406 for the nine months ended September 30, 2017 and 2016, respectively, an increase of $37,256$14,873, or 191.9%152.9%. Professional fees consist mostly of accounting, audit and legal fees. The increase of $37,256 in the current period is attributed to an increase in both audit and legal fees. In addition, 5,000 shares of common stock were issued for legal services for total non-cash expense of $5,200.fees during the period.

ConsultingCompensation expense was $113,560$21,000 and $0$21,000 for the ninethree months ended September 30, 2017March 31, 2021 and 2016, respectively. In the current period we issued 487,500 shares of common stock to a consultant for total non-cash expense of $111,800.

Officer compensation was $10,000 and $0 for the nine months ended September 30, 2017 and 2016,2020, respectively.

General and administrative expense (“G&A”) was $21,236$48,666 and $10,382$48,667 for the ninethree months ended September 30, 2017March 31, 2021 and 2016, respectively, an increase of $10,854. The increase2020, respectively.

Total other expense for the three months ended March 31, 2021, was $377,202. Other expense includes a gain in the currentchange of fair value of $395,148, a loss on the issuance of convertible debt of $442,979, a penalty for default on convertible debt of $162,798 and interest expense of $166,573 (includes $138,622 amortization of debt discount). In the prior period can be largely attributed to an increasewe had total other expense of $194,130 which included a gain in web designthe change of fair value of $152,875, a loss on the issuance of convertible debt of $186,365 and $160,640 of interest expense and transfer agent fees.(includes $145,740 amortization of debt discount).

Net Loss

For the ninethree months ended September 30, 2017,March 31, 2021, we had a net loss of $201,458$471,466 as compared to a net loss of $29,788$273,522 for the ninethree months ended September 30, 2016. OurMarch 31, 2020. The increase in net loss can be attributed to our increase in other expense.

Liquidity and Capital Resources

Cash flow from operations

Cash used in operating activities for the three months ended March 31, 2021 was higher$63,182 as compared to $77,589 of cash used in operating activities for the current period primarily duethree months ended March 31, 2020.

Cash Flows from Investing

Cash used in investing activities for the purchase of equipment and tooling for the three months ended March 31, 2021 was $17,705 as compared to $7,500 of cash used in investing activities for the expense associated with issuing stock for services.three months ended March 31, 2020.

Cash Flows from Financing

For the three months ended March 31, 2021, we received $126,400 from the issuance of convertible debt. We also repaid $867 on our auto loan. For the three months ended March 31, 2020, we received $220,000 from convertible debt loans and repaid $818 on our auto loan.

As of March 31, 2021, we owe $431,436 to our convertible note holders.

Going Concern

As of September 30, 2017,March 31, 2021, 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.

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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.

LiquidityThe industry in which we operate depends heavily upon our ability to obtain raw material and Capital Resources

Cash flow from operations.

Net cash flow usedmanufacture our product as well as the overall level of consumer and business spending. A sustained deterioration in operating activities forgeneral economic conditions (including distress in financial markets, turmoil in specific economies around the nine months ended September 30, 2017 was $78,115world, public health crises, and additional government intervention), particularly in the United States, may have a negative financial impact to our Company. Adverse conditions as compareda result of the global COVID-19 outbreak, will and may continue to $26,100 for the same period ended 2016.

Cash Flows from Financing

The net cash flows from financing activities for the nine months ended September 30, 2017 were $78,115 as comparedimpact our manufacturing processes and ultimately our ability to $25,992 for the same period ended 2016.sell our product.

Off Balance Sheet Arrangements

We 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 Policies

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 and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Note 12 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes.  Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

We are subject to various loss contingencies arising in the ordinary course of business.  We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies.  An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired, or a liability has been incurred and the amount of the loss can be reasonably estimated.  We regularly evaluate current information available to us to determine whether such accruals should be adjusted.

We recognize deferred tax assets (future tax benefits) and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities.  The deferred tax assets and liabilities represent the expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled.  Future tax benefits have been fully offset by a 100% valuation allowance as management is unable to determine that it is more likely than not that this deferred tax asset will be realized.

Recent Accounting Pronouncements

We have reviewed allother recently issued but not yet effective, accounting pronouncements and plan to adopt those that are applicable to us. We do not believe that any futureexpect the adoption of suchany other pronouncements willto have a materialan impact on our financial condition or the results of our operations.operations or financial position.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not ApplicableWe are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Each 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"“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 as of March 31, 2021 due to material weaknesses in our internal control over financial reporting asa lack of September 30, 2017. Our management intends, during the 2017 fiscal year, to design and implement processes and procedures that will provide reasonable assurance regarding the reliabilitysegregation of our financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles.duties.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

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 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.During the three months ended March 31, 2021, Diamond Investments converted $55,125 of principal and $2,303 of interest, into 17,091,667 shares of common stock.

During the three months ended March 31, 2021, Granite Global Value converted $29,487 of principal into 57,894,298 shares of common stock.

For each of the above-referenced issuances, the Company relied upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) promulgated thereunder due to the fact that each was an isolated issuance to an accredited investor and did not involve a public offering of securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.applicable

ITEM 5. OTHER INFORMATION

On July 19, 2017, our independent registered public accounting firm, KLJ & Associates, LLP, resigned as our independent registered public accounting firm.None

On July 21, 2017, our Board of Directors approved the engagement of Michael Gillepsie & Associates, PLLC, as our independent registered public accounting firm for the year ending December 31, 2017, effective immediately.

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ITEM 6. EXHIBITS

(a) Documents furnished as exhibits hereto:

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.

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