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 SeptemberJune 30, 20172023

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.14175 Icot Boulevard, Suite 400, Des Moines, Iowa 50309-3962300, Clearwater, Florida 33760

(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]☒

AsSecurities registered pursuant to Section 12(b) of January 30, 2018,the Act:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of August 16, 2023, there were 3,610,7511,461,616,601 shares of common stock outstanding.

TABLE OF CONTENTS

2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REMSLEEP HOLDINGS, INC.

3

REMSLEEP HOLDINGS, INC.
BALANCE SHEETS

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

4

REMSLEEP HOLDINGS, INC.
STATEMENTS OF OPERATIONS

(Unaudited)

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

5

REMSLEEP HOLDINGS, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(Unaudited)

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

6

REMSLEEP HOLDINGS, INC.
STATEMENTS OF CASH FLOWS

(Unaudited)

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

REMSLEEP HOLDINGS, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
JUNE 30, 2023

NOTE 1 - BACKGROUND

September

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, 2017.2022. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of SeptemberJune 30, 20172023, and the results of its operations and cash flows for the three-month periodssix 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, 2023.

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.

ReclassificationsConcentrations of Credit Risk

Certain reclassificationsWe maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). As of June 30, 2023, the Company had $832,261 of cash above the FDIC’s $250,000 coverage limit.

Cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended June 30, 2023 and December 31, 2022.

Property and Equipment

Fixed assets are carried at the lower of cost or net realizable value. All fixed assets with a cost of $2,000 or greater are capitalized. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Leasehold improvements are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations.

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. Diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.

As of June 30, 2023, the Company had approximately 15,000,000 potentially dilutive shares from Series A preferred stock and 50,000,000 from Series B preferred stock.

As of June 30, 2022, the Company had 139,714,286 potentially dilutive shares of common stock warrants, 5,000,000 shares from Series A preferred stock and 50,000,000 from Series B preferred stock.

Stock-based Compensation

In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase 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.

Revenue Recognition

The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:

All orders are received online at which time payment is made. When payment is approved the product is shipped. When the product ships control of the promised goods is transferred to the customers and the revenue is recognized. 

Warranties

The Company is currently selling its ResPlus Auto CPAP Machine (“ResPlus”). The ResPlus is imported by the Company and sold primarily to Durable Medical Equipment companies to patients with sleep apnea. The manufacturer warranties the unit for 2 years parts and labor. During the last twelve months the Company has received back eight units for warranty repair, out of approximately 1,000 units sold. As of June 30, 2023, there is no accrual for warranty expense due to the low cost of replacement to date. If returns are to increase, management will determine if it needs to account for the cost of returns and establish a warranty accrual.

Accounts Receivable

Revenues that have been maderecognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the prior period financial informationamount of receivables to conformits net realizable value when needed. As of June 30, 2023, management has determined that an allowance for doubtful account is not required as all amounts are considered to the presentation used in the financial statements for the nine months ended September 30, 2017.be collectible.

RecentInventories

Inventories are stated at the lower of cost or net realizable value. Inventory on hand consists of finished goods purchased from third parties. When there is evidence that the inventory’s value is less than original cost, the inventory is reduced to market value. We determine market value on current resale amounts and whether technological obsolescence exists.

Recently 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$12,864,378 at SeptemberJune 30, 2017,2023, had a net loss of $201,458$449,457 and net cash used in operating activities of $78,115$447,346 for the ninesix months ended SeptemberJune 30, 2017.2023. 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.

7

REMSLEEP HOLDINGS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2017The Company has completed its initial product development and has begun selling its product in Q2 of 2022. In addition, the Company has been in the process of obtaining its 510k for its DeltaWave product. FDA approval is expected by the fourth quarter of 2023. 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 materials and manufacture our product as well as the overall level of consumer and business spending. We currently use only one supplier for most of our products. 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, have 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 ninesix months ended September 30, 2017 and 2016 was $3,843 and $688, 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.2023 and 2022 was $47,704 and $34,220, respectively.

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.

NOTE 5 - PREFERRED STOCK

The Company 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 on liquidation and pays no dividend.

As of December 31, 2015, there were 1,500,000 Class A preferred shares outstanding.

On February 25, 2016, the Company issued 2,000,000 Class A preferred shares. On April 26, 2016 the Company issued 1,500,000 Class A preferred shares. The fair value of the shares was based on the price quoted on the OTC pink sheets on the grant date for the common shares as the preferred shares have a preference 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.

As of September 30, 2017, there are 3,500,000 Class A Preferred shares outstanding.

The Company is currently authorized to issue 5,000,000 Class B Preferred Shares, $0.001 per value. 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 Class C Preferred Shares, $0.001 per 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 B will automatically convert into common stock. There are no shares of Series C Preferred Stock issued and outstanding.

NOTE 65 - RELATED PARTY TRANSACTIONS

The Company has received support from parties relatedits Chairman, Russell Bird through common ownership and directorship. Alla series of the expenses herein have been borne by these individuals on behalfloans prior to 2019 for a total loan of the Company and are treated as shareholder loans. These loans are$179,191. The loan is unsecured non-interest bearing and due on demand. During the three months ended March 31, 2023, the Company repaid $100,000 of the loan. On June 14, 2023, the company repaid $79,191 and $97,209 of principal and interest, respectively, paying the loan back in full. As of SeptemberJune 30, 2017,2023 and December 31, 2016,2022, the balance due is $0 and $179,191, respectively. Beginning on January 1, 2019, the balance due accrues interest at 12.5%. As of June 30, 2023 and December 31, 2022, total accrued interest is $0 and $90,119, respectively.

The Company executed a new employment agreement with Mr. Wood on April 1, 2022. Per the terms of the agreement Mr. Wood is to be compensated $8,000 per month. As of June 30, 2023 and December 31, 2022, there is $8,000 and $2,000 of accrued compensation, respectively, due to Mr. Wood. During the six months ended June 30, 2023 and 2022, cash payments of $42,000 and $36,000, respectively, were paid to Mr. Wood.

The Company executed a new employment agreement with its Chairman, Russell Bird, on April 1, 2022. Per the terms of the agreement, which is effective for one year, Mr. Bird is to be compensated $8,000 per month. As of June 30, 2023 and December 31, 2022, there is $46,000 and $50,000 of accrued compensation, respectively, due to Mr. Bird. During the six months ended June 30, 2023 and 2022, cash payments of $44,000 and $28,000, respectively, were paid to Mr. Bird. Effective June 1, 2023, Mr. Bird resigned from all positions with the Company.

The Company has entered into an at-will consulting agreement with Jonathan Lane to serve as Chief Technology Officer. During the six months ended June 30, 2023 and 2022, the Company made cash payments to Mr. Lane of $24,000 and $14,000, respectively.

During the six months ended June 30, 2023 and 2022, the Company paid $13,000 and $7,500, respectively, to the brother of the CEO for services related to development of the Company’s product.

During the six months ended June 30, 2023 and 2022, the Company paid $0 and $4,000, respectively, to the son of the CEO for website design services.

NOTE 6 - OPERATING LEASES

The Company entered into a Lease Agreement (the “Lease”) with 14175 Icot Blvd, LLC (the “Lessor”), effective May 1, 2022, relating to approximately 9,677 square feet of property located at 14175 Icot Blvd, Clearwater, FL 33760. The term of the Lease is for thirty-six (36) months commencing May 1, 2022. The monthly base rent, including tax is $8,686.71 for the first twelve (12) months increasing thereafter to $9,034.17 for the next 12 months and to $12,287.63 for the last 12 months. The Company paid $69,494 of advanced rent. The advance rent is to be allocated equally over the first two years of the lease.

In February 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-02, Leases (Topic 842), which superseded guidance in ASC 840, Leases. We account for short-term leases, those lasting fewer than 12 months, using the practical expedient as outlined in the guidance, which does not include recording such leases on the balance sheet.

Adoption of Accounting Standard Update (“ASU”) 2016-02, Leases (Topic 842), resulted in recording an initial right-of-use (“ROU”) assets and operating lease liabilities of $328,803 on May 1, 2022.

Lease obligations at June 30, 2023 consisted of the following:

The operating lease expense for the above agreement for the six months ended June 30, 2023, was $69,500 which consisted of amortization expense of $43,613, $18,298 of prepaid rent and interest expense of $7,589. 

During the six months ended June 30, 2023, the Company also incurred $11,095 of rent expense for an apartment used by Company personnel. The apartment is a monthly, short-term rental.

NOTE 7 - 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 500,000 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 8 - WARRANTS

NOTE 9 - COMMITMENTS AND CONTINGENCIES

The Company has been in the process of obtaining its 510k for DeltaWave. This requires a myriad of tests to prove to the FDA that the device is safe and effective. The company has diligently carried out these loanstests through independent testing labs. There have been no issues aside from a negative result on a cytotoxicity test due to incorrect procedures performed by a third-party lab. This roadblock has required the company to perform a retest. The company has failed the retest due to what is $163,402believed to be a faulty analysis by the testing company. The company believes they can narrow down the exact part of the device that is failing the test and $85,287, respectively.quickly resolve this matter. The company has engaged a new testing company appropriately suited for the Company’s specific testing requirements.  Testing is expected to be completed in the third quarter.  The 510K will be submitted immediately after testing is completed.

9

REMSLEEP HOLDINGS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2017

NOTE 710 - 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.

10

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. AllExcept for statements of historical fact, the information presented herein constitutes forward-looking statements. These forward-looking statements generally can be identified by phrases such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “foresees,” “intends,” “plans,” or other words of similar import.  Similarly, statements herein that express expectations, estimates, forecastsdescribe our business strategy, outlook, objectives, plans, intentions or projectionsgoals also are forward-looking statements.  In addition, other written or oral statements which constituteSuch 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 wordsinvolve known and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involveunknown risks, uncertainties and assumptionsother factors which are difficultmay cause our actual results, performance or achievements to predict. Therefore, actual outcomes andbe materially different from any future results, may differ materially from what isperformance or achievements expressed or forecasted in or suggestedimplied by such forward-looking statements.  WeSuch factors include, but are not limited to, our ability to: successfully commercialize our technology; generate revenues and achieve profitability in an intensely competitive industry; compete in products and prices with substantially larger  and better capitalized competitors; secure, maintain and enforce a strong intellectual property portfolio; attract additional capital sufficient to finance our working capital requirements, as well as any investment of plant, property and equipment; develop a sales and marketing infrastructure; identify and maintain relationships with third party suppliers who can provide us a reliable source of raw materials; acquire, develop, or identify for our own use, a manufacturing capability; attract and retain talented individuals; continue operations during periods of uncertain general economic or market conditions, and; other events, factors and risks previously and from time to time disclosed in our filings with the Securities and Exchange Commission. Although we believe the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on our forward-looking statements, which speak only as of the date of this report. Except as required by law, we do not 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 discussionstatement, whether as a result of various factors.new information, future events or otherwise.

Overview

We were incorporated in the State of Nevada on June 6, 2007. On August 26,2, 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 RemSleepREMSleep LLC in exchange for 50,000,000 common shares of RemSleepREMSleep Holdings, Inc.’s stock, (the “Exchange Agreement”). As a result of the exchange, RemSleepat which time REMSleep LLC became our wholly-owned subsidiary and constitutesadopted their business of developing and distributing our business and operations andsleep 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.remsleep.com.

Results of Operations

The three months ended SeptemberJune 30, 20172023 compared to the three months ended SeptemberJune 30, 20162022

Professional fees were $10,500Revenues

We recognized revenue and $0cost of goods for our CPAP machines of $58,660 and $50,062, respectively for the three months ended SeptemberJune 30, 20172023 and 2016,$119,670 and $89,760, 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 SeptemberJune 30, 20172022.

Operating Expenses

Professional fees were $29,810 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$59,965 for the three months ended SeptemberJune 30, 20172023 and 2016, respectively.

General and administrative expense was $8,410 and $241 for the three months ended September 30, 2017 and 2016,2022, respectively, an increasea decrease 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$30,155, or 191.9%50.3%. Professional fees consist mostly of accounting, audit and legal fees. The increase of $37,256 in the current perioddecrease is attributed to audita decrease in legal fees.

Development expenses related to our CPAP systems was $48,930 and legal fees. In addition, 5,000 shares of common stock were issued for legal services for total non-cash expense of $5,200.

Consulting expense was $113,560 and $0$38,051 for the ninethree months ended SeptemberJune 30, 20172023 and 2016,2022, respectively, an increase of $10,879 or 28.6%. We incur development expenses as we continue to work to bring new products to market.

Compensation expenses were $52,000 and $72,000 for the three months ended June 30, 2023 and 2022, respectively, a decrease of $20,000 or 27.8%. On April 1, 2022, compensation expense for our CEO and Chairman increased and effective June 1, 2023, Mr. Bird resigned from all positions with the Company.

Lease expenses were $23,195 and $29,864 for the three months ended June 30, 2023 and 2022, respectively. In May 2022, we began to incur lease/rent expense for both our corporate office and short-term apartment rental for employees to stay at when in town.

General and administrative expenses (“G&A”) were $76,054 and $174,673 for the three months June 30, 2023 and 2022, respectively, a decrease of $98,619 or 56.5%. In the current period we issued 487,500 shares of common stock to a consultant for total non-cashhad decreases in travel expense of $111,800.approximately $14,300, employee expense of approximately $20,000, rent expense of $12,250, 510K expense of $14,300 and other office/G&A of approximately $40,000.

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

General and administrative expense was $21,236 and $10,382 for the nine months ended September 30, 2017 and 2016, respectively, an increase of $10,854. The increaseOur loss from operations decreased $144,564 to $221,391 in the current period can be largely attributed to an increasefrom $344,643 in web designthe prior period.

Other Expenses

The total other expense and transfer agent fees.for the three months ended June 30, 2023, was $1,807 for interest expense. Total other expense for the three months ended June 30, 2022, was $95,649. Other expenses included a loss in the change of fair value of $14,955, loss on disposal of fixed assets of $28,264and interest expense of $52,430 (includes $46,744 amortization of debt discount).

Net Loss

For the ninethree months ended SeptemberJune 30, 2017,2023, we had a net loss of $201,458$223,198 as compared to a net loss of $29,788$440,292 for the ninethree months ended SeptemberJune 30, 2016.2022. Our net loss decreased due to the decrease in other expense, which, in the prior period consisted mostly of non-cash expense related to our convertible debt and to the decrease of G&A expense, during the current period.

The six months ended June 30, 2023 compared to the six months ended June 30, 2022

Revenues

We recognized revenue and cost of goods CPAP machines of $144,315 and $119,670, respectively for the six months ended June 30, 2023 and $119,670 and $89,760, respectively for the six months ended June 30, 2022.

Operating Expenses

Professional fees were $47,702 and $85,965 for the six months ended June 30, 2023 and 2022, respectively, a decrease of $38,263 or 44.5%. Professional fees consist mostly of accounting, audit and legal fees. The decrease is attributed to a decrease in legal fees.

Development expenses related to our CPAP systems was higher$75,712 and $63,718 for the six months ended June 30, 2023 and 2022, respectively, an increase of $11,994 or 18.8%. We incur development expenses as we continue to work to bring new products to the market.

Compensation expenses were $112,000 and $93,000 for the six months ended June 30, 2023 and 2022, respectively, a decrease of $19,000 or 20.4%. On April 1, 2022, compensation expense for our CEO and Chairman increased and effective June 1, 2023, Mr. Bird resigned from all positions with the Company.

Lease expenses were $69,500 and $29,864 for the six months ended June 30, 2023 and 2022, respectively. In May 2022, we began to incur lease/rent expense for both our corporate office and short-term apartment rental for employees to stay at when in town.

General and administrative expenses (“G&A”) were $158,131 and $256,564 for the six months June 30, 2023 and 2022, respectively, a decrease of $98,433 or 38.4%. In the current period we had decreases in travel expense of approximately $18,700, employee expense of approximately $16,000, web design of $17,300, 510K expense of $15,800 and other office/G&A of approximately $50,000.

Our loss from operations decreased $56,834 to $442,637 in the current period primarilyfrom $499,201 in the prior period.

Other Expenses

The total other expense for the six months ended June 30, 2023, was $7,090 for interest expense. Total other expense for the six months ended June 30, 2022, was $257,390. Other expenses included a loss in the change of fair value of $3,048, loss on disposal of fixed assets of $28,264 and interest expense of $226,078 (includes $206,157 amortization of debt discount).

Net Loss

For the six months ended June 30, 2023, we had a net loss of $449,457 as compared to a net loss of $756,591 for the six months ended June 30, 2022. Our net loss decreased due to the decrease in other expenses, which, in the prior period consisted mostly of non-cash expenses related to our convertible debt and to the decrease of G&A expense, associated with issuing stock for services.during the current period.

Liquidity and Capital Resources

Cash flow from operations

Cash used in operating activities for the six months ended June 30, 2023, was $447,346 compared to $1,739,810 of cash used in operating activities for the six months ended June 30, 2022. In the prior period we used approximately $1.2mil for the purchase of inventory.

Cash Flows from Investing

Cash used in investing activities for the purchase of equipment and tooling for the six months ended June 30, 2023 was $128,450 as compared to $71,462 of cash used in investing activities for the six months ended June 30, 2022.

Cash Flows from Financing

For the six months ended June 30, 2023, we repaid $183,931 of the loan payable due to our chairman. For the six months ended June 30, 2022, we repaid $45,000 of a loan payable and $11,076 of a short-term cash advance from a related party for the payment of expenses. We also received $855,000 from the sale of common stock.

As of June 30, 2023, we have current assets of $2,083,994, which includes $1,082,261 of cash and $935,966 of inventory.

Going Concern

As of SeptemberJune 30, 2017,2023, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow from revenue to fund our proposed business.

12

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 Resourcesmanufacture 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.

Cash flow from operations.

Net cash flow used in operating activities for the nine months ended September 30, 2017 was $78,115 as compared 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 compared to $25,992 for the same period ended 2016.

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 managementRefer 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 describesfor the significantsix months ended June 30, 2023, for a condensed discussion of our critical accounting policies and methods used inour Form 10-K for the preparationyear ended December 31, 2022, for a full discussion of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The followingour critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.procedures.

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 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.

13

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 June 30, 2023 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 designsegregation of duties.

In designing and implement processesevaluating disclosure controls and procedures, management recognizes that willany controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance regardingof achieving the reliabilitydesired objectives. Also, the design of our financial reportinga control system must reflect the fact that there are resource constraints and preparationthe benefits of financial statements for external purposes in accordance with generally accepted accounting principles.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.

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.

14

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.

15

7