UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2022March 31, 2023

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: 000-53450

REMSLEEP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada47-5386867
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)

14175 Icot Boulevard, Suite 300, Clearwater, Florida 33760.33760

(Address of principal executive offices) (Zip Code)

727-955-4465813-367-3855

(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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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.

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☐

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 ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
CommonRMSL

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of November 14, 2022,May 12, 2023, there were 1,461,616,601 shares of common stock outstanding.

 

 

 

TABLE OF CONTENTS

Page No.
PART I. - FINANCIAL INFORMATION1
Item 1.Financial Statements.1
Item 2.Management’s Discussion and Analysis of Financial Condition and Plan of Operations.152
Item 3.Quantitative and Qualitative Disclosures About Market Risk.195
Item 4Controls and Procedures.195
PART II - OTHER INFORMATION206
Item 1.Legal Proceedings.206
Item 1A.Risk Factors.206
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.206
Item 3.Defaults Upon Senior Securities.206
Item 4.Mine Safety Disclosures206
Item 5.Other Information.206
Item 6.Exhibits.216
Signatures227

i

 

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REMSLEEP HOLDINGS, INC.

Condensed Balance Sheets as of September 30, 2022March 31, 2023 (unaudited) and December 31, 20212022 (audited)2F-1
Condensed Statements of Operations for the Three and Nine Months Ended September 30,March 31, 2023 and 2022 and 2021 (unaudited)3F-2
Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30,March 31, 2023 and 2022 and 2021 (unaudited)4F-3
Condensed Statements of Cash Flows for the NineThree Months Ended September 30,March 31, 2023 and 2022 and 2021 (unaudited)5F-4
Notes to the Condensed Financial Statements (unaudited)6F-5 - F-10


1

 

REMSLEEP HOLDINGS, INC.
CONDENSED BALANCE SHEETS

  September 30,
2022		  December 31,
2021		 
ASSETS (Unaudited)  (Audited) 
Current assets:      
Cash $2,160,945  $3,383,568 
Prepaids  70,656   — 
Accounts receivable  15,200   — 
Inventory  1,128,423   — 
Total current assets  3,375,224   3,383,568 
Other assets:        
Other asset  10,000   10,000 
Right of use asset  283,136   — 
Property and equipment, net  101,653   105,061 
Total other assets  394,789   115,061 
Total Assets $3,770,013  $3,498,629 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)        
Current Liabilities:        
Accounts payable $33,239  $15,505 
Accrued compensation  52,000   47,000 
Accrued interest  —   41,851 
Accrued interest – related party  84,463   67,505 
Convertible Notes, net of discount of $0 and $206,157, respectively  —   193,243 
Derivative Liability  —   290,712 
Loans payable – related party  180,714   179,191 
Loans payable  —   45,000 
Operating lease liability – current portion  90,824   — 
Total current liabilities  441,240   880,007 
Long Term Liabilities        
Operating lease liability – net of current portion  202,412   — 
Total Liabilities  643,652   880,007 
         
Commitments and Contingencies  —   — 
         
STOCKHOLDERS’ EQUITY (DEFICIT)        
Series A preferred stock, $0.001 par value, 5,000,000 shares authorized, 5,000,000 issued and outstanding  5,000   5,000 
Series B preferred stock, $0.001 par value, 5,000,000 shares authorized, 500,000 shares issued  500   500 
Series C preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued  —   — 
Common stock, $0.001 par value, 3,000,000,000 shares authorized, 1,461,616,601 and 1,234,008,735 shares issued and outstanding, respectively  1,461,615   1,234,006 
Discount to common stock  (94,708)  (94,708)
Additional paid in capital  13,214,320   11,865,439 
Accumulated Deficit  (11,460,366)  (10,391,615)
Total Stockholders’ Equity (Deficit)  3,126,361   2,618,622 
Total Liabilities and Stockholders’ Equity (Deficit) $3,770,013  $3,498,629 

 

  March 31,
2023		  December 31,
2022		 
ASSETS (Unaudited)  (Audited) 
Current assets:      
Cash $1,464,775  $1,841,988 
Accounts receivable  15,415   11,698 
Inventory  982,431   1,056,007 
Total current assets  2,462,621   2,909,693 
         
Other asset  10,000   10,000 
Right of use asset  271,869   303,227 
Property and equipment, net  245,660   137,980 
         
Total Assets $2,990,150  $3,360,900 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)        
         
Current Liabilities:        
Accounts payable $14,021  $54,845 
Accrued compensation  70,000   52,000 
Accrued interest – related party  95,402   90,119 
Loan payable – related party  79,191   179,191 
Due to a related party  —   4,740 
Operating lease liability – current portion  95,694   93,241 
Total current liabilities  354,308   474,136 
Long Term Liabilities        
Operating lease liability – net of current portion  153,563   178,226 
Total Liabilities  507,871   652,362 
         
Commitments and Contingencies  —   — 
         
STOCKHOLDERS’ EQUITY (DEFICIT):        
         
Series A preferred stock, $0.001 par value, 5,000,000 shares authorized, 5,000,000 and issued and outstanding  5,000   5, 000 
Series B preferred stock, $0.001 par value, 5,000,000 shares authorized, 500,000 shares issued  500   500 
Series C preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued  —   — 
Common stock, $0.001 par value, 3,000,000,000 shares authorized, 1,461,616,601 shares issued and outstanding  1,461,615   1,461,615 
Discount to common stock  (94,708)  (94,708)
Additional paid in capital  13,751,052   13,751,052 
Accumulated Deficit  (12,641,180)  (12,414,921)
Total Stockholders’ Equity (Deficit)  2,482,279   2,708,538 
         
Total Liabilities and Stockholders’ Equity (Deficit) $2,990,150  $3,360,900 

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

 


F-1

 

 

REMSLEEP HOLDINGS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

  For the Three Months Ended
September 30,		  For the Nine Months Ended
 September 30,		 
  2022  2021  2022  2021 
Revenue $137,568  $—  $257,238  $— 
Cost of goods sold  86,250   —   176,010   — 
Gross margin $51,318  $—  $81,228  $— 
                 
Operating Expenses:                
Professional fees $14,200  $7,500  $100,165  $59,643 
Compensation expense – related party  72,000   21,000   165,000   63,000 
Development expense  121,170   16,666   184,888   95,608 
Lease expense  21,296   —   51,160   — 
General and administrative  129,156   36,697   385,720   92,962 
                 
Total operating expenses  357,822   81,863   886,933   311,213 
                 
Loss from operations  (306,504)  (81,863)  (805,705)  (311,213)
                 
Other expense:                
Interest expense  (5,656)  (240,797)  (231,734)  (646,382)
Loss on disposal of fixed assets  —   —   (28,264)  — 
Default penalty of convertible note  —   —   —   (162,798)
Loss on issuance of convertible debt  —   (70,675)  —   (612,844)
Change in fair value of derivative  —   (438,824)  (3,048)  (1,934,083)
Total other expense  (5,656)  (750,296)  (263,046)  (3,356,107)
                 
Loss before income taxes  (312,160)  (832,159)  (1,068,751)  (3,667,320)
                 
Provision for income taxes  —   —   —   — 
                 
Net Loss $(312,160) $(832,159) $(1,068,751) $(3,667,320)
                 
Net loss per share, basic and diluted $(0.00) $(0.00) $(0.00) $(0.01)
                 
Weighted average common shares outstanding, basic and diluted  1,461,616,601   691,368,096   1,435,343,158   569,840,600 

(Unaudited)

  

For the Three Months Ended 

March 31,

 
  2023  2022 
       
Revenue $85,655  $— 
Cost of goods sold  73,576   — 
Gross margin  12,079   — 
         
Operating Expenses:        
Professional fees  17,892   26,000 
Development expense  26,782   25,667 
Compensation – related party  60,000   21,000 
Lease expense  46,304   — 
General and administrative  82,077   81,891 
         
Total operating expenses  233,055   154,558 
         
Loss from operations  (220,976)  (154,558)
         
Other income (expense):        
Interest expense  (5,283)  (173,648)
Change in fair value of derivative  —   11,907 
Total other expense  (5,283)  (161,741)
         
Loss before income taxes  (226,259)  (316,299)
         
Provision for income taxes  —   — 
         
Net Loss $(226,259) $(316,299)
         
Net loss per share, basic and diluted $(0.00) $(0.010)
         
Weighted average common shares outstanding, basic and diluted  1,461,616,601   1,383,367,206 

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


F-2

 

 

REMSLEEP HOLDINGS, INC.


STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)


FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND NINE MOTHS ENDED SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)(Unaudited)

  Series A
Preferred Stock		  Series B
Preferred Stock		  Common Stock  Discount to Common  Additional
Paid-in		  Accumulated    
  Shares  Amount  Shares  Amount  Shares  Amount Stock  Capital  Deficit  Total 
Balance, December 31, 2021  5,000,000  $5,000   500,000  $500   1,234,008,735  $1,234,006  $   (94,708) $11,865,439  $(10,391,615) $2,618,622 
Common stock issued for conversion of debt  —   —   —   —   34,799,374   34,801   —   505,036   —   539,837 
Common stock issued for cash  —   —   —   —   114,000,000   114,000   —   741,000   —   855,000 
Warrants converted to common stock  —   —   —   —   70,128,204   70,128   —   (70,128)  —   — 
Net Loss  —   —   —   —       —   —   —   (316,299)  (316,299)
Balance, March 31, 2022  5,000,000   5,000   500,000   500   1,452,936,313   1,452,935   (94,708)  13,041,347   (10,707,914)  3,697,160 
Common stock issued for conversion of debt  —   —   —   —   8,680,288   8,680   —   172,973   —   181,653 
Net Loss  —   —   —   —   —   —   —   —   (440,292)  (440,292)
Balance, June 30, 2022  5,000,000   5,000   500,000   500   1,461,616,601   1,461,615   (94,708)  13,214,320   (11,148,206)  3,438,521 
Net Loss  —   —   —   —   —   —   —   —   (312,160)  (312,160)
Balance, September 30, 2022  5,000,000  $5,000   500,000  $500   1,461,616,601  $1,461,615  $(94,708) $13,214,320  $(11,460,366) $3,126,361 

  Series A
Preferred Stock		  Series B
Preferred Stock		  Common Stock  Additional
Paid-in		  Accumulated    
  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Deficit  Total 
Balance, December 31, 2020  5,000,000  $126,000   500,000  $500   368,063,606  $368,061  $5,200,885  $(6,565,942) $(870,496)
Common stock issued for conversion of debt  —   —   —   —   74,985,965   74,986   467,990   —   542,976 
Warrants issued with convertible debt  —   —   —   —   —   —   75,070   —   75,070 
Net Loss  —   —   —   —   —   —   —   (471,466)  (471,466)
Balance, March 31, 2021  5,000,000   126,000   500,000   500   443,049,571   443,047   5,743,945   (7,037,408)  (723,916)
Common stock issued for conversion of debt  —   —   —   —   87,252,322   87,252   2,114,742   —   2,201,994 
Common stock issued for conversion of warrants  —   —   —   —   43,478,695   43,479   (43,479)  —   — 
Common stock issued for cash  —   —   —   —   12,800,000   12,800   83,200   —   96,000 
Warrants issued with convertible debt  —   —   —   —   —   —   106,722   —   106,722 
Beneficial conversion feature  —   —   —   —   —   —   30,000   —   30,000 
Net Loss  —   —   —   —   —   —   —   (2,363,695)  (2,363,695)
Balance, June 30, 2021  5,000,000   126,000   500,000   500   586,580,588   586,578   8,035,130   (9,401,103)  (652,895)
Common stock issued for conversion of debt  —   —   —   —   97,822,249   97,822   800,254   —   898,076 
Common stock issued for cash  —   —   —   —   260,000,000   260,000   1,690,000   —   1,950,000 
Net Loss  —   —   —   —   —   —   —   (832,159)  (832,159)
Balance, September 30, 2021  5,000,000  $126,000   500,000  $500   944,402,837  $944,400  $10,525,384  $(10,233,262) $1,363,022 

  Series A
Preferred Stock		  Series B
Preferred Stock		  Common Stock  Discount to
Common		  Additional
Paid-in		  Accumulated    
  Shares  Amount  Shares  Amount  Shares  Amount  Stock  Capital  Deficit  Total 
Balance, December 31, 2022  5,000,000  $5,000   500,000  $500   1,461,616,601  $1,461,615  $(94,708) $13,751,052  $(12,414,921) $2,708,538 
Net Loss  —   —   —   —   —   —   —   —   (226,259)  (226,259)
Balance, March 31, 2023  5,000,000  $5,000   500,000  $500   1,461,616,601  $1,461,615  $(94,708) $13,751,052  $(12,641,180) $2,482,279 

  Series A
Preferred Stock		  Series B
Preferred Stock		  Common Stock  Discount to
Common		  Additional
Paid-in		  Accumulated    
  Shares  Amount  Shares  Amount  Shares  Amount  Stock  Capital  Deficit  Total 
Balance, December 31, 2021  5,000,000  $5,000   500,000  $500   1,234,008,735  $1,234,006  $(94,708) $11,865,439  $(10,391,615) $2,618,622 
Common stock issued for conversion of debt  —   —   —   —   34,799,374   34,801   —   505,036   —   539,837 
Common stock issued for cash  —   —   —   —   114,000,000   114,000   —   741,000   —   855,000 
Warrants converted to common stock  —   —   —   —   70,128,204   70,128   —   (70,128)  —   — 
Net Loss  —   —   —   —   —   —   —   —   (316,299)  (316,299)
Balance, March 31, 2022  5,000,000  $5,000   500,000  $500   1,452,936,313  $1,452,935  $(94,708) $13,041,347  $(10,707,914) $3,697,160 

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


F-3

 

REMSLEEP HOLDINGS, INC.

CONDENSED
STATEMENTS OF CASH FLOWS

(UNAUDITED)(Unaudited)

 For the
Nine Months
Ended September 30,		  

For the Three Months Ended 

March 31,

 
 2022 2021  2023  2022 
Cash Flows from Operating Activities:          
Net loss $(1,068,751) $(3,667,320) $(226,259) $(316,299)
Adjustments to reconcile net loss to net cash used in operations:        
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation expense  46,606   41,208   20,770   16,532 
Change in fair value of derivative  3,048   1,934,083   —   (11,907)
Discount amortization  206,157   559,732   —   159,383 
Loss on issuance of convertible debt  —   612,844 
Loss on disposal of fixed assets  28,264   — 
Default penalty of convertible note  —   162,798 
Operating lease expense  10,100   —   9,148   — 
Changes in Operating Assets and Liabilities:                
Accounts receivable  (15,200)  —   (3,717)  — 
Prepaid expenses  (70,656)  — 
Prepaids and other assets  —   (69,494)
Inventory  (1,128,423)  (8,022)  73,576   — 
Accounts payable  17,734   (3,184)  (40,824)  7,435 
Accrued officer compensation  5,000   12,000 
Accrued compensation – related party  18,000   1,000 
Accrued interest  (13,521)  69,554   —   8,619 
Accrued interest – related party  16,958   16,938   5,283   5,646 
Net cash used in operating activities  (1,962,684)  (269,369)
Net cash used by operating activities  (144,023)  (199,085)
                
Cash Flows from Investing Activities:                
Purchase of equipment  (71,462)  (38,444)
Purchase of property and equipment  (128,450)  (24,905)
Net cash used by investing activities  (71,462)  (38,444)  (128,450)  (24,905)
                
Cash Flows from Financing Activities:                
Repayment of loans  (45,000)  (4,770)
Proceeds from convertible notes payable  —   516,300 
Cash advance – related party  1,523   — 
Common stock sold for cash  855,000   2,046,000 
Net cash provided by financing activities  811,523   2,557,530 
Repayment of loans – related party  (104,740)  — 
Proceeds from sale of common stock  —   855,000 
Net cash (used) provided by financing activities  (104,740)  855,000 
                
Net change in cash  (1,222,623)  2,249,717   (377,213)  631,010 
Cash at beginning of the period  3,383,568   114,227   1,841,988   3,383,568 
Cash at end of the period $2,160,945  $2,363,944  $1,464,775  $4,014,578 
                
Supplemental cash flow information:                
Interest paid in cash $22,140  $306  $—  $— 
Taxes paid $—  $—  $—  $— 
        
Supplemental non-cash disclosure:                
Common stock issued for conversion of debt $427,730  $517,724 
Establish right of use asset $328,803  $— 
Common stock issued for conversion of note payable principal and accrued interest $—  $337,455 

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


F-4

 

REMSLEEP HOLDINGS, INC.

REMSLEEP HOLDINGS, INC.
NOTES TO CONDENSEDUNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2023

September 30, 2022

(Unaudited)

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, 2015 REMSleep LLC was formally merged into REMSleep Holdings, Inc.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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, 2021.2022. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of September 30, 2022,March 31, 2023, and the results of its operations and cash flows for the ninethree 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 ending December 31, 2022.2023.

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.

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:

Level 1:Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2:Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3:Pricing inputs that are generally unobservable inputs and not corroborated by market data.


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 September 30, 2022 and December 31, 2021:

September 30, 2022:

DescriptionLevel 1Level 2Level 3
Derivative$       —$      —$—
Total$—$—$—

 

December 31, 2021:Concentrations of Credit Risk

Description Level 1  Level 2  Level 3 
Derivative $—  $—  $290,712 
Total $—  $—  $290,712 

 

Revenue RecognitionWe 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 March 31, 2023, the Company had $1,214,775 of cash above the FDIC’s $250,000 coverage limit.

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

●Identification of a contract with a customer;
●Identification of the performance obligations in the contract;
●Determination of the transaction price;
●Allocation of the transaction price to the performance obligations in the contract; and
●Recognition of revenue when or as the performance obligations are satisfied.

Revenue is recognizedThe Company considers all highly liquid investments with a maturity of three months or less when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expectspurchased to be entitled to in exchange for those goods or services. As a practical expedient, the Company does not adjust the transaction pricecash equivalents. There were no cash equivalents for the effects of a significant financing component if, at contract inception, the period between customer paymentperiods ended March 31, 2023 and the transfer of goods or services is expected to be one year or less.December 31, 2022.

Accounts ReceivableProperty and Equipment

Revenues that have been recognized but not yet receivedFixed assets 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 amount of receivables to its net realizable value when needed.

Inventories

Inventories are statedcarried at the lower of cost or net realizable value. Inventory on hand consistsAll fixed assets with a cost of finished goods purchased$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 third parties.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 thereassets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss 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.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.

F-5

As of September 30,March 31, 2023, the Company had approximately 172,500,000 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.

As of March 31, 2022, the Company had 8,680,288 of potentially dilutive shares of common stock from convertible debt, 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.

As of September 30, 2021, the Company had 34,158,048 of potentially dilutive shares of common stock from convertible debt, 217,474,026 potentially dilutive shares of common stock warrants and 55,000,000 potentially dilutive shares of common stock from Series A and 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:

Level 1:Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2:Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3:Pricing inputs that are generally unobservable inputs and not corroborated by market data.

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 diluted loss per share isnotes payable approximates the samefair value of such instruments as the basic loss per sharenotes 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:

●Identification of a contract with a customer;
●Identification of the performance obligations in the contract;
●Determination of the transaction price;
●Allocation of the transaction price to the performance obligations in the contract; and
●Recognition of revenue when or as the performance obligations are satisfied.

F-6

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 all periods, as2 years parts and labor. During the inclusionlast twelve months the Company has received back eight units for warranty repair, out of any potential shares would have had an anti-dilutive effectapproximately 1,000 units sold. As of March 31, 2023, there is no accrual for warranty expense due to the Company generatinglow 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 loss in those periods.warranty accrual.

Accounts Receivable

Revenues that have been recognized 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 amount of receivables to its net realizable value when needed. As of March 31, 2023, management has determined that an allowance for doubtful account is not required as all amounts are considered to be collectible.

Inventories

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

NOTE 3 - GOING CONCERN

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 $11,460,336$12,641,180 at September 30, 2022,March 31, 2023, had a net loss of $1,068,751,$226,259 and net cash used in operating activities of $1,962,684$144,023 for the ninethree months ended September 30, 2022.March 31, 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.

The 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 materialmaterials 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.


F-7

 

NOTE 4 - 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.

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

 

September 30, 
2022

  December 31,
2021		  March 31,
2023		  December 31,
2022		 
Furniture/fixtures $39,746  $14,904  $39,746  $39,746 
Office equipment  43,780   14,522   43,780   43,780 
Automobile  29,905   29,905   29,905   29,905 
Tooling/Molds  35,205   176,990   214,454   86,005 
Less: accumulated depreciation  (46,983)  (131,260)  (82,225)  (61,456)
Property and equipment, net $101,653  $105,061 
Fixed assets, net $245,660  $137,980 

Depreciation expense

Depreciation expense for the ninethree months ended September 30,March 31, 2023 and 2022 was $20,770 and 2021 was $46,606 and $41,208,$16,532, respectively.

During the nine months ended September 30, 2022, the Company disposed of certain property and equipment it was no longer using, resulting in a loss on disposal of $28,264.

NOTE 5 - LOANS 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 December 31, 2021, there is $45,000 and $21,549 of principal and interest due on this loan. On June 9, 2022, the Company repaid this loan in full.


NOTE 6 - CONVERTIBLE NOTES

The following table summarizes the convertible notes and related activity as of September 30, 2022:

Note Holder Date Maturity
Date		 Interest  Balance
December 31,
2021		  Additions  Conversions/
Repayments		  Balance
September 30,
2022		 
Granite Global Investments Ltd 4/7/2021 4/7/2022  10%  36,500   —   (36,500)  — 
Granite Global Investments Ltd 4/9/2021 4/9/2022  10%  100,000   —   (100,000)  — 
Power Up Lending Group LTD 7/22/2021 7/22/2022  10%  58,850   —   (58,850)  — 
Power Up Lending Group LTD 8/26/2021 8/26/2022  10%  58,850   —   (58,850)  — 
Power Up Lending Group LTD 9/22/2021 9/22/2022  10%  58,850   —   (58,850)  — 
Power Up Lending Group LTD 10/12/2021 10/12/2022  10%  86,350   —   (86,350)    
       Total  $399,400  $—  $(339,400) $— 
    Less debt discount   (206,157)          — 
          $193,243          $— 

A summary of the activity of the derivative liability for the notes above is as follows:

Balance at December 31, 2020 $700,719 
Increase to derivative due to new issuances  1,087,302 
Decrease to derivative due to conversion/repayments  (3,098,325)
Derivative loss due to mark to market adjustment  1,601,016 
Balance at December 31, 2021 $290,712 
Decrease to derivative due to conversion/repayments  (287,664)
Derivative loss due to mark to market adjustment  (3,048)
Balance at September 30, 2022 $— 

A summary of quantitative 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 at the time of conversion is as follows:

Inputs
Stock price$0.01 - 0.0175
Conversion price$0.0097 - 0.0175
Volatility (annual)169.37% – 177.63%
Risk-free rate.39% - 1.25
Dividend rate-
Years to maturity.49 - .50

The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management. 


NOTE 75 - RELATED PARTY TRANSACTIONS

The Company has received support from its Chairman, Russell Bird through a series of loans prior to 2019. These loans are2019 for a total loan of $179,191. The loan is unsecured and due on demand. During the three months ended March 31, 2023, the Company repaid $100,000 of the loan. As of September 30, 2022,March 31, 2023 and December 31, 2021,2022, the balance due on these loans is $179,191$79,191 and $179,191, respectively. Beginning on January 1, 2019, the balance due accrues interest at 12.5%. As of September 30,March 31, 2023 and December 31, 2022, total accrued interest is $84,463. During the third quarter Mr. Bird, advanced the Company an additional $1,523.$95,402 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 September 30, 2022March 31 and December 31, 2021,2022, there is $2,000$14,000 and $2,000 of accrued compensation, respectively, due to Mr. Wood. During the ninethree months ended September 30,March 31, 2023 and 2022, and 2021, cash payments of $60,000$12,000 and $36,000,$14,000, 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 September 30, 2022As of March 31 and December 31, 2021,2022, there is $50,000$56,000 and $45,000$50,000 of accrued compensation, respectively, due to Mr. Bird. During the ninethree months ended September 30,March 31, 2023 and 2022, and 2021, cash payments of $52,000$18,000 and $15,000,$6,000, respectively, were paid to Mr. Bird.

The Company has entered into an at-will consulting agreement with Jonathan Lane to serve as Chief Technology Officer. During the ninethree months ended September 30,March 31, 2023 and 2022, and 2021, the Company made cash payments to Mr. Lane of $48,000$12,000 and $17,000,$10,000, respectively.

F-8

During the ninethree months ended September 30,March 31, 2023 and 2022, and, 2021, the Company paid $21,500$10,000 and $15,000,$7,500, respectively, to the brother of the CEO for services related to development of the Company’s product.

During the ninethree months ended September 30,March 31, 2023 and 2022, and 2021, the Company paid $1,000$0 and $5,000,$4,000, respectively, to the son of the CEO for website design services.

NOTE 8 –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, which we adopted for the year ended December 31, 2019, under the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application.. 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.

Asset Balance Sheet Classification September 30,
2022		  Balance Sheet Classification March 31,
2023		 
Operating lease asset Right of use asset $283,136  Right of use asset $271,869 
Total lease asset   $283,136    $271,869 
            
Liability            
Operating lease liability – current portion Current operating lease liability $90,824  Current operating lease liability $95,694 
Operating lease liability – noncurrent portion Long-term operating lease liability  202,412  Long-term operating lease liability  153,563 
Total lease liability   $293,236    $249,257 

Lease obligations at September 30, 2022March 31, 2023 consisted of the following:

For the year ended December 31:      
2022 $28,861 
2023  107,020  $80,960 
2024  134,438   134,438 
2025  49,151   49,151 
Total payments $319,470  $264,549 
Amount representing interest $(26,234) $(15,292)
Lease obligation, net  293,236   249,257 
Less current portion  (90,824)  (95,694)
Lease obligation – long term $202,412  $153,563 

The operating lease expense for the above agreement for the ninethree months ended September 30, 2022March 31, 2023, was $51,160$35,209 which consisted of amortization expense of $41,828$22,098, $9,149 of prepaid rent and interest expense of $9,332.

NOTE 9 - COMMON STOCK$3,962. 

During Q1 2022, Granite Global Value converted $152,880the three months ended March 31, 2023, the Company also incurred $11,095 of principal and interest into 16,146,666 shares of common stock.rent expense for an apartment used by Company personnel. The apartment is a monthly, short term rental.

NOTE 7 - PREFERRED STOCK

During Q1 2022, the Company issued 70,128,204 shares of common stock for the conversion of warrants.

During Q1 2022, the Company sold 114,000,000 shares of common stock for total cash proceeds of $855,000. The shares were sold pursuant to its Tier 2 of Regulation A Offering Statement.

During Q2 2022, Power Up Lending Group LTD converted $274,850 of principal and interest into 27,332,996 shares of common stock.


NOTE 10 - 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.

F-9

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 11 - WARRANTS

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

  Number of
Warrants		  Weighted
Average
Exercise
Price		  Weighted
Average
Remaining
Contract
Term		  Aggregate
Intrinsic
Value		 
Exercisable at December 31, 2020  15,974,026  $0.00385   2.06  $— 
Granted  201,500,000  $0.0029   4.62  $— 
Expired  —  $—   —  $— 
Increased for adjustment(1)  12,012,987  $—   —  $— 
Exercised  (2,987,013) $—   —  $— 
Exercisable at December 31, 2021  226,500,000  $0.0013   3.78  $— 
Granted  —  $—   —  $— 
Expired  —  $—   —  $— 
Exercised  (60,000,000) $—   —  $— 
Exercisable at September 30, 2022  166,500,000  $0.0104   3.39  $

1,739,550

 


Range of Exercise Prices  Number Outstanding
9/30/2022		  Weighted Average
Remaining Contractual
Life		  Weighted Average
Exercise Price		 
$0.002 - 0.014   166,500,000   3.64 years  $0.0117 

 

NOTE 8 - WARRANTS

  Number of
Warrants		  Weighted
Average
Exercise
Price		  Weighted
Average
Remaining
Contract
Term		  Aggregate
Intrinsic
Value		 
Exercisable at December 31, 2021  226,500,000  $0.0013   3.78  $— 
Granted (1)  6,000,000  $—   —  $— 
Expired  —  $—   —  $— 
Exercised  (60,000,000) $—   —  $— 
Exercisable at December 31, 2022  172,500,000  $0.0104   3.14  $1,665,500 
Granted  —  $—   —  $— 
Expired  —  $—   —  $— 
Exercised  —  $—   —  $— 
Exercisable at March 31, 2023  172,500,000  $0.0104   2.89  $1,834,500 

(1)PursuantThe outstanding warrants include an anti-dilutive clause requiring adjustment to the terms of certain warrant agreements, when the exercise price is reduced for any reason outlined in the agreement, theagreement. The number of warrant shares is increased so that the aggregated exercise price is equal to the original exercise price. The fair value of any additional warrants is recognized as a deemed dividend.

Range of Exercise PricesNumber Outstanding
3/31/2023		Weighted Average
Remaining Contractual
Life		Weighted Average
Exercise Price
$0.002 – 0.014172,500,0002.89 years$0. 0104

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 September 30, 2022, which would have been received by the warrant holder had the warrant holder exercised their warrants as of that date.

NOTE 129 - 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 tests 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 believed 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 quickly resolve this matter. They have committed toThe company has engaged a new third party labtesting company appropriately suited for the Company’s specific testing requirements.  Testing is expected to redobe completed in the test and provide results within the next few weeks.  If the Company were to fail the next test it would re-apply for itssecond quarter.  The 510K resulting in additional time and expense. The Companywill be submitted immediately after testing is reliant upon passing the required test and receiving its 510K in order to continue with operations and acknowledges that there is the possibility of this not occurring.completed.

NOTE 1310 - 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 and has determined that it does not have any material subsequent events to disclose in these unaudited financial statements.


F-10

 

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

Forward-looking Statements

Except 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 describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such 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, including, specifically, the “Risk Factors” enumerated herein.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 to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Overview

We were incorporated in the State of Nevada on June 6, 2007. On August 2, 2010, we changed our name from Bella Viaggio, Inc. to Kat Gold Holdings Corp. Effective January 1, 2015, we completed an exchange agreement to purchase 100% of the outstanding interests of REMSleep LLC in exchange for 50,000,000 common shares of REMSleep Holdings, Inc.’s stock, at which time REMSleep LLC became our wholly-owned subsidiary and adopted their business of developing and distributing our sleep apnea products. On January 5, 2015, we changed our name to REMSleep Holdings, Inc. to reflect our new business model.

Our officers have 35 years of sleep-industry experience, including having been employed at sleep industry companies. Our officers invented our DeltaWave CPAP interface (the “DeltaWave”) as an innovative new device to treat patients with sleep apnea. The patent-pending DeltaWave product is a nasal-pillows type interface that will result in better comfort and, therefore, better compliance 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.


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

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://remsleep.com.

Results of Operations

The three months ended September 30, 2022March 31, 2023 compared to the three months ended September 30, 2021March 31, 2022

Revenues

We began to sell our ResPlus CPAP system in the second quarter. We recognized revenue and cost of goods of $137,568$85,655 and $86,250,$73,576, respectively for the three months ended September 30, 2022.March 31, 2023.

Operating Expenses

Professional fees were $14,200 compared to $7,500$17,892 and $26,000 for the three months ended September 30,March 31, 2023 and 2022, and 2021, respectively, an increasea decrease of $6,700,$8,108, or 89.3%31.2%. Professional fees consist mostly of accounting, audit and legal fees. The increasedecrease is attributed to an increasea decrease in legal fees of approximately $5,700.$8,000.

Development expenses related to our CPAP systems was $26,782 and $25,667 for the three months ended March 31, 2023 and 2022, respectively, an increase of $1,115. We incur development expenses as we continue to work to bring new products to market.

Compensation expense was $72,000expenses were $60,000 and $21,000 for the three months ended September 30,March 31, 2023 and 2022, and 2021, respectively, an increase of $51,000,$39,000, or 242.9%185.7%. On April 1, 2022, compensation expense for our CEO and Chairman increased.

Development expense related to our CPAP systems was $121,170 and $16,666 for the three months ended September 30, 2022 and 2021, respectively, an increase of $104,504. Development expense increased over the prior period as we continue to work to bring new products to market.

Lease expense was $21,296$46,304 and $0 for the three months ended September 30,March 31, 2023 and 2022, and 2021, respectively. In May 2022, we began to incur lease/rent expense for both our corporate office and short termshort-term apartment rental for employees to stay at when in town.

General and administrative expenseexpenses (“G&A”) were $82,077 and $81,891 for the three months March 31, 2023 and 2022, respectively, an increase of only $186, or 0.23%.

Our loss from operations increased $66,418 to $220,976 in the current period from $154,558 in the prior period. The increase was $129,156mainly due to the increase in compensation expense and $36,697the new lease expense.

The total other expense for the three months ended September 30, 2022 and 2021, respectively, an increase of $92,459, or 252%. During the current period we incurred additional expense related to the process of obtaining our 510kMarch 31, 2023, was $5,283 for DeltaWave (~$38,200), OTC fees of $14,220 and other compensation expense of $27,500 We also incurred additional expense involved with moving our corporate headquarters and setting up our offices.

Our loss from operations increased $224,641 to $306,504 in the current period from $81,863 in the prior period

interest expense. Total other expense for the three months ended September 30,March 31, 2022, was $5,656 for interest expense Total other expense for the three months ended September 30, 2021, was $750,000.$161,741. Other expense in the prior period includesexpenses include a lossgain in the change of fair value of $438,824, a loss on the issuance of convertible debt of $70,675,$11,907 and interest expense of $240,797$173,648 (includes $213,037$159,383 amortization of debt discount).

Net Loss

For the three months ended September 30, 2022,March 31, 2023, we had a net loss of $312,160$226,259 as compared to a net loss of $832,159$316,299 for the three months ended September 30, 2021.March 31, 2022. Our net loss decreased due to the decrease in other expense during the period, which consists mostly of non-cash expense related to our convertible debt.


The nine months ended September 30, 2022 compared to the nine months ended September 30, 2021

We began to sell our ResPlus CPAP system in the second quarter. We recognized revenue and cost of goods of $257,238 and $176,010, respectively for the nine months ended September 30, 2022.

Professional fees were $100,165 compared to $59,643 for the nine months ended September 30, 2022 and 2021, respectively, an increase of $40,522, or 67.9.%. Professional fees consist mostly of accounting, audit and legal fees. The increase is attributed to an increase in legal fees of approximately $36,700.

Compensation expense was $165,000 and $63,000 for the nine months ended September 30, 2022 and 2021, respectively, an increase of $102,000 or 161.9.%. On April 1, 2022, compensation expense for our CEO and Chairman increased.

Development expense related to our CPAP systems was $184,888 and $95,608 for the nine months ended September 30, 2022 and 2021, respectively, an increase of $89,280 or 93.4%. Development expense increased over the prior period as we work to bring our new products to market.

Lease expense was $51,160 and $0 for the nine months ended September 30, 2022 and 2021, respectively. During the nine months ended September 30, 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.

G&A expense was $385,720 and $92,962 for the nine months ended September 30, 2022 and 2021, respectively, an increase of $292,758 or 314.9%. During the current period we incurred additional expense related to the process of obtaining our 510k for DeltaWave (~$69,000), travel expense of $24,400 and other compensation expense of $59,950, We also incurred additional expense involved with moving our corporate headquarters and setting up our offices.

Our loss from operations increased $494,493 to $805,706 in the current period from $311,213 in the prior period.

Total other expense for the nine months ended September 30, 2022, was $263,046. Other expense includes a loss in the change of fair value of $3,048, a loss on disposal of fixed assets of $28,264 and interest expense of $231,734 (includes $206,157 amortization of debt discount). Total other expense for the nine months ended September 30, 2021, was $3,356,107. Other expense in the prior period includes a loss in the change of fair value of $1,934,083, a loss on the issuance of convertible debt of $612,844, a penalty for default on convertible debt of $162,798 and interest expense of $646,382 (includes $559,732 amortization of debt discount).

Net Loss

For the nine months ended September 30, 2022, we had a net loss of $1,068,751 as compared to a net loss of $3,667,320 for the nine months ended September 30, 2021. Our net loss decreased due to the decrease in other expense during the period, which consists mostly of non-cash expense related to our convertible debt.

Liquidity and Capital Resources

Cash flow from operations

Cash used in operating activities for the ninethree months ended September 30, 2022March 31, 2023, was $1,962,684$144,023 compared to $269,369$199,085 of cash used in operating activities for the ninethree months ended September 30, 2021. During the current period the Company used more cash for activities related to bringing its product to market. Our largest cash expenditures were for inventory, an advance payment on our new lease and compensation expense.March 31, 2022.


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Cash Flows from Investing

Cash used in investing activities for the purchase of equipment and tooling for the ninethree months ended September 30, 2022March 31, 2023 was $71,462$128,450 as compared to $38,444$24,905 of cash used in investing activities for the ninethree months ended September 30, 2021.March 31, 2022.

Cash Flows from Financing

For the ninethree months ended September 30,March 31, 2023, we repaid $100,000 of the loan payable due to our chairman and $4,740 of a short term cash advance from a related party for the payment of expenses. For the three months ended March 31, 2022, we received $855,000 from the sale of common stock and repaid a $45,000 loan. We also received a short term cash advance from a related party of $1,523 for the payment of expenses. For the nine months ended September 30, 2021, we received $516,300 from the issuance of convertible loans, $2,046,000 from the sale of common stock and we repaid $4,770 on other loans.stock.

As of September 30, 2022,March 31, 2023, we have current assets of $3,685,535,$2,462,621, which includes $2,393,372$1,464,775 of cash and $1,214,637$982,431 of recently purchased inventory.

Going Concern

As of September 30, 2022, we no longer have any outstanding convertible notes payable.

Going Concern

As of September 30, 2022,March 31, 2023, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow to fund our proposed business.

We have suffered recurring losses from operations since our inception. In addition, we have yet to generate an internal cash flow from our business operations or successfully raised the financing required to develop our proposed business. As a result of these and other factors, our independent auditor has expressed substantial doubt about our ability to continue as a going concern. Our future success and viability, therefore, are dependent upon our ability to generate capital financing. The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon us and our shareholders.

Management’s plans with regard to these matters encompass the following actions: (i) obtaining funding from new investors to alleviate our working capital deficiency, and (ii) implementing a plan to generate sales. Our continued existence is dependent upon our ability to resolve our liquidity problems and increase profitability in our current business operations. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. Our financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.

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.

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

Refer to Note 2 to the Financial Statements for the ninethree months ended September 30, 2022,March 31, 2023, for a condensed discussion of our critical accounting policies and our Form 10-K for the year ended December 31, 2021,2022, for a full discussion of our critical accounting policies and procedures.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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 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”), 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 September 30, 2022March 31, 2023 due to a lack of segregation of 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.


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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

During Q1 2022, Granite Global Value converted $152,880 of principal and interest into 16,146,666 shares of common stock.None.

During Q1 2022, the Company issued 70,128,204 shares of common stock for the conversion of warrants.

During Q1 2022, the Company sold 114,000,000 shares of common stock for total cash proceeds of $855,000. The shares were sold pursuant to its Tier 2 of Regulation A Offering Statement.

During the nine months ended September 30, 2022, Power Up Lending Group LTD converted $274,850 of principal and interest into 27,332,996 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

ITEM 5. OTHER INFORMATION

None

 

None


 

ITEM 6. EXHIBITS

(a) Documents furnished as exhibits hereto:

Exhibit No.Description
31.1Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Label Linkbase Document
101.PREInline XBRL Taxonomy Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101).


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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.

REMSLEEP HOLDINGS, INC.
Date: November 14, 2022May 15, 2023By:/s/ Thomas J. Wood
Thomas J. Wood
Chief Executive Officer and Director
(Principal Executive Officer)
(Principal Financial and Accounting Officer)

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