REMSleep (RMSL) 10-K/A 5 Jan 17 2014 FY Annual report (amended) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2014	Jun. 30, 2014
Document and Entity Information:
Entity Registrant Name	RemSleep Holdings Inc.
Document Type	10-K
Document Period End Date	Dec. 31, 2014
Trading Symbol	rmsl
Amendment Flag	false
Entity Central Index Key	1,412,126
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	152,881
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,014
Document Fiscal Period Focus	FY
Entity Public Float		$ 0

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2014	Dec. 31, 2013
CURRENT ASSETS:
Cash	$ 0	$ 0
TOTAL CURRENT ASSETS	0	0
TOTAL ASSETS	0	0
CURRENT LIABILITIES
Bank Overdraft	0	48
Accounts payable	226,398	211,354
Loan payable to individual	50,000	50,000
Convertible notes payable- related party (net of $280,000 discount)	840,000	560,000
Derivative liabilities related party	735,000	1,504,281
Due to related party	23,593	19,767
Accrued compensation to officers	1,430,000	1,062,000
Accrued interest payable	123,023	58,236
TOTAL CURRENT LIABILITIES	3,428,014	3,465,686
STOCKHOLDERS' EQUITY (DEFICIT)
Series A preferred stock, no par value, 5,000,000 shares authorized, -0- shares issued at December 31, 2014 and December 31, 2013	0	0
Series B preferred stock, no par value, 5,000,000 shares authorized, 0 shares issued at December 31, 2014 and December 31, 2013.	0	0
Series C preferred stock, no par value, 5,000,000 shares authorized, 0 shares issued at December 31, 2014 and December 31, 2013.	0	0
Common stock, $.001 par value, 1,000,000,000 shares authorized, 262,440 and 172,440 shares issued or outstanding at December 31, 2014 and, December 31, 2013, respectively	262	172
Common stock to be issued, $.001 par value, 3,750 and 2,250 shares at December 31, 2014 and, December 31, 2013, respectively	4	2
Additional paid in capital	149,760,956	149,275,001
Accumulated other comprehensive income (loss)	2,661	(459)
Deficit accumulated during the development stage	(153,191,897)	(152,740,402)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	(3,428,014)	(3,465,686)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 0	$ 0

BALANCE SHEETS PARENTHETICALS

BALANCE SHEETS PARENTHETICALS - $ / shares	Dec. 31, 2014	Dec. 31, 2013
Preferred Series A
Preferred Stock, shares authorized	5,000,000	5,000,000
Preferred Stock, shares issued and outstanding	0	0
Preferred Series B
Preferred Stock, shares authorized	5,000,000	5,000,000
Preferred Stock, shares issued and outstanding	0	0
Preferred Series C
Preferred Stock, shares authorized	5,000,000	5,000,000
Preferred Stock, shares issued and outstanding	0	0
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	1,000,000,000	1,000,000,000
Common Stock, shares issued	262,440	172,440
Common Stock, shares outstanding	262,440	172,440
Common stock to be issued, par value	$ 0.001	$ 0.001
Common stock to be issued, shares	3,750	2,250

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
REVENUES:
Sales	$ 0	$ 0
Cost of sales	0	0
Gross profit	0	0
EXPENSES:
Wages	368,000	1,358,000
Common Stock Issued	229,500	9,900
Geologist and geophysicist	0	0
Accounting and legal	9,000	75,416
Office and other expenses	12,989	34,869
Vehicle expenses	0	0
Claim option expenses	0	0
Drilling and excavation	0	0
Travel and entertainment	0	0
Assay and related	0	0
Total expenses	619,489	1,478,185
Loss from operations	(619,489)	(1,478,185)
Other Income (Expenses)
Interest Expense	(64,787)	(58,236)
Amortization of debt discount.	(280,000)	(560,000)
Derivative liabilities expense.	0	(930,693)
Change in derivative liabilities expense.	769,281	(266,412)
Loss attributed to retirement of accrued expense.	(265,500)	0
Total other income (expenses)	167,994	(1,282,518)
Loss before income taxes	(451,495)	(2,760,703)
Provision for income taxes	0	0
NET LOSS	(451,495)	(2,760,703)
Other Comprehensive Loss (Income)
Foreign currency translation adjustment.	(3,119)	459
Comprehensive Loss (Income)	$ (448,376)	$ (2,761,162)
Basic and fully diluted net loss per share	$ (1.87)	$ (16.05)
Weighted average common shares outstanding	242,001	171,970

STATEMENTS OF STOCKHOLDERS' DEF

STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($)	Preferred Shares	Preferred Stock Amount	Series A Preferred Shares to be Issued	Series A Preferred Stock Amount	Common Shares	Common Stock Amount	Common Shares to be Issued	Common Stock to be Issued	Additional Paid-in Capital	Accumulated other Comprehensive Income (Loss)	Retained Deficit	Total
Balances at Dec. 31, 2012	0	0	2,120,000	0	170,857	171	61,465	61	149,265,043		(149,979,699)	(714,424)
Common shares issued for compensation					1,500	1			9,899			9,900
Issuance on common shares to be issued					83		(83)
Cancellation of purchase							$ (59,132)	$ (59)	$ 59
Net loss for the year ended December 31, 2013											$ (2,760,703)	$ (2,760,703)
Foreign currency transaction loss										$ (459)		$ (459)
Balance. at Dec. 31, 2013	0	0	2,120,000		172,440	172	2,250	2	149,275,001	(459)	(152,740,402)	(3,465,686)
Common shares issued for debt					88,500	88			455,955			456,044
Common shares purchased					1,500	2	1,500	2	30,000			30,005
Foreign currency transaction gain										$ 3,119		$ 3,119
Net loss for the year ended December 31, 2014											$ (451,495)	$ (451,495)
Balance at Dec. 31, 2014	0	0	2,120,000		262,440	262	3,750	4	149,760,956	2,660	(153,191,897)	(3,428,014)

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (451,495)	$ (2,760,703)
Adjustments to reconcile net loss to net cash (used in) operations:
Recapitalization of equity due to reverse merger	0	0
Impairment of Handcamp estimated value	0	0
Impairment of mineral rights and properties purchased from related party	0	0
Impairment of mineral rights and properties	0	0
Common shares to be issued for sign on bonus	0	0
Common shares to be issued for compensation	229,500	9,900
Amortization of debt discount	280,000	560,000
Derivative liabilities expense	0	930,693
Change in derivative liabilities expense	(769,281)	(266,412)
Loss attributed to retirement of accrued expense	(256,500)	0
Series A preferred shares issued to officers for bonuses	0	0
Changes in operating assets and liabilities:
Security deposits	0	0
Bank Overdraft	(48)	48
Accrued compensation to officers	368,000	518,000
Accounts payable	15,044	70,453
Accrued Interest payable	64,787	58,236
NET CASH (USED IN) OPERATING ACTIVITIES	(6,993)	(879,785)
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan proceeds from individual	0	20,000
Proceed from related party	3,825	19,767
Proceed from convertible notes payable	0	840,000
Common shares to be issued for investment	0	0
Common shares issued for investment	0	0
Capital contributions from related party	0	0
NET CASH PROVIDED BY FINANCING ACTIVITIES	3,825	879,767
Foreign Currency Adjustment	(3,168)	459
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	0	(478)
CASH AND CASH EQUIVALENTS,
BEGINNING OF THE YEAR	0	478
END OF THE YEAR	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2014
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Activity REMSleep Holdings, Inc., f/k/a/ Kat Gold Holdings Corp. (the “Company”) was incorporated in the State of Nevada on June 6, 2007. Following its acquisition of Handcamp on June 4, 2010, a gold property located in the Province of Newfoundland and Labrador, Canada (“Handcamp”), the Company changed its business model to that of a mineral acquisition, exploration and development company focused primarily on gold properties. On August 26, 2010, the Company’s name was changed from Bella Viaggio, Inc. to Kat Gold Holdings corp. As of this annual report, the Company has not generated any revenues but has incurred expenses related to the drilling and exploration of Handcamp. 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. The Company has not yet earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in Financial Accounting Standards Board Statement ASC 915 (“FASB ASC 915”). Among the disclosures required by FASB ASC 915are that the Company’s financial statements be identified as those of a development stage operation. Accounting Basis The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year end. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Cash and Cash Equivalents For purposes of the Statements of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company reports comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements. Long-Lived Assets The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is considered to be impaired and is written down to fair market value, which is determined based on either discounted future cash flows or appraised values. The company adopted the statement on inception. No impairments of these types of assets were recognized during the period ended December 31, 2014. Risk and Uncertainties The Company is subject to risks common to companies in the mining industry, including, but not limited to, litigation, development of new technological mining innovations and dependence on key personnel. As of January 5, 2015, the Company is subject to risks common to manufacturing and health product providers. Advertising Costs Advertising costs are expensed as incurred. The Company does not incur any direct-response advertising costs. Stock-Based Compensation The company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about stock based compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Fair Value for Financial Assets and Financial Liabilities 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, Paragraph820-10-35-37 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 and 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 observable inputs and not corroborated by the market data. The carrying amounts of the company's financial assets and liabilities, such as cash, accounts receivable, rent deposit, accounts payable, customer deposits and notes payable approximate their fair values because of the short maturity of these instruments. The company's derivative liabilities related to convertible debt are measured at fair value on a recurring basis, using level 3 inputs. There were no assets or liabilities measured at fair value on a nonrecurring basis during the year ended December 31, 2014. Fair Value of Financial Statements The Company’s financial instruments consist of cash and security deposits. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. Loss Per Share Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of December 31, 2014 and 2013. Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax basic of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the company's policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of December 31, 2014 there have been no interest or penalties incurred on income taxes. Recent Accounting Pronouncements

NOTE PAYABLE

NOTE PAYABLE	12 Months Ended
	Dec. 31, 2014
NOTE PAYABLE
NOTE PAYABLE	NOTE 2. NOTE PAYABLE The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will cause a material impact on its financial condition or the results of its operations. Note payable at December 31, 2014 consists of a $50,000 demand, balloon note payable to an unrelated individual bearing no interest. The loan is unsecured and has no specific maturity date. The note is bearing interest at the rate of 8% per annum. The accrued interest related to this note was $3,167 and $2,417 for the years ended December 31, 2014 and 2013, respectively.

CONVERTIBLE NOTES PAYABLE AND D

CONVERTIBLE NOTES PAYABLE AND DERIVITIVE LIABILITIES RELATED PARTY	12 Months Ended
	Dec. 31, 2014
CONVERTIBLE NOTES PAYABLE AND DERIVITIVE LIABILITIES RELATED PARTY:
CONVERTIBLE NOTES PAYABLE AND DERIVITIVE LIABILITIES RELATED PARTY	NOTE 3. CONVERTIBLE NOTES PAYABLE AND DERIVITIVE LIABILITIES RELATED PARTY On April 30, 2013 Kat Gold Holdings Corp. (the "Company") issued two 9.9% convertible notes in the principal of $720,000 and $120,000 (the "Note"), respectively, to related parties. The notes bear interest at the rate of 9.9% per annum. All interest and principal was due on April 30, 2014 and is in default. The Note is convertible on or after April 30, 2014 and prior to full payment of principal and interest hereunder, at the Lender option, at a 50% discount to the average closing bid price for the previous three (3) trading days prior to the conversion as Trading Day is defined in the Note. The company may prepay this Debenture at any time without penalty. The company has determined that the conversion feature of the Notes represent an embedded derivative since the Notes is convertible into a variable number of shares upon conversion. Accordingly, the Notes are not considered to be conventional debt under EITF 00-19 and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. Accordingly, the fair value of this derivative instrument has been recorded as a liability on the balance sheet with the corresponding amount recorded as a discount to the Notes. Such discount was authorized from the grant date to the maturity date of the Notes. The change in the fair value of the derivative liability is recorded in other income or expenses in the statement of operations at the end of each period, with the offset to the derivative liability on the balance sheet. The embedded conversion feature included in the Notes resulted in an initial debt discount of $720,000 and $120,000 respectively based on the initial fair value of the derivative liability of $1,517,737 and $252,956, respectively. The fair value of the embedded derivative liability was calculated at grant date utilizing the following assumptions: Grant Date Fair Value Term Yrs. Assumed Conversion Price Market Price on Grant Date Volatility Percentage Risk-Free Rate 4/30/2013 $1,517,737 1 $0.0019 $0.0039 780% 0.11% 4/30/2013 $252,956 1 $0.0019 $0.0039 780% 0.11% For the Year Ended December 31, 2014 At December 31, 2014, the company revalued the embedded derivative liability. For the period from the grant date to December 31, 2014, the balance of derivative liability of these two convertible notes were decreased by $90,000 to $630,000 and decreased by $15,000 to $105,000 respectively. The fair value of the embedded derivative liability was calculated at December 31, 2014 utilizing the following assumptions: Fair Value Terms Years Assumed Conversion Volatility Risk- Free Rate $630,000 0.01 $0.0003 8.47% 0.01% $105,000 0.01 $0.0003 8.47% 0.01% The carrying value of the Notes was $840,000 as of December 31, 2014. The company recorded amortization of the debt discount in the amount totally of $280,000 during the year ended December 31, 2014. The accrued interest related to these notes for years ended December 31, 2014 and 2013 is $100,923 and $55,819 respectively.

DUE TO RELATED PARTY

DUE TO RELATED PARTY	12 Months Ended
	Dec. 31, 2014
DUE TO RELATED PARTY
DUE TO RELATED PARTY	NOTE 4. DUE TO PARTY Due to related parties were $23,593 and $19,767 as of December 31, 2014 and 2013 respectively. The funds borrowed from the Company's former officer and stockholder were to fund the Company's daily operations.

CAPITAL STOCK

CAPITAL STOCK	12 Months Ended
	Dec. 31, 2014
CAPITAL STOCK:
CAPITAL STOCK	NOTE 5. CAPITAL STOCK The company is currently authorized to issue 5,000,000 Class A preferred shares with $0.001 per value with 1:25 voting rights. As of December 31, 2014, there was no Class A preferred shares issued and outstanding. The company is currently authorized to issue 1,000,000,000 common shares with $.001 par value per share. On March 3, 2014, the company issued 90,000 shares of common stock with a fair market value of $486,000 to retire $229,500 of accrued expense generate during 2014. A loss of $256,500 for debt retirement was recorded. On April 17, 2013, the company issued as compensation for services provided a total of 1,500 common shares with a fair value of $9,900 to a third party. The fair value of the shares was based on the price quoted on the OTC bulletin board on the grant date. On October 12, 2012, the company signed a subscription agreement to issued 83 common shares in exchange of $5,000. These 83 common shares were issued on February 13, 2013. On April 18, 2012, the company executed a securities purchase agreement (the "Purchase Agreement") with Global Gold Incorporated, a corporation organized under the laws of the Province of British Columbia ("Global Gold") and the shareholders of Global Gold (the "Sellers"), pursuant to which the company acquired all of the issued and outstanding shares of the capital stock of Global Gold. The consideration (the "Purchase Price") paid by the company to the sellers was an aggregate of eighty thousand five hundred (80,500) shares of the company's common stock, par value $0.001 per share the "Common Stock"), of which fifty nine thousand one hundred thirty-two (59,132) shares of common stock payable to Thomas Brookes ("Brookes") and Matthew Sullivan ("Sullivan") were placed in escrow and will be released in accordance with the terms of an Escrow Agreement, described below. The purchase agreement also provided that Brookes and Sullivan will be appointed to the Board of Directors of the Company, and that each of Kenneth Stead, Timothy Stead, Brookes and Sullivan will vote their shares of stock of the company in favor of each other as directors so long as the parties maintain an ownership interest of at least five percent (5%) of the company's outstanding common stock and until the earlier of (i) eighteen (18) months from the date of the closing of the Global Gold transaction if the company has not received revenues of at least One Million Dollars ($1,000,000) from the production of the Ekom Eya mine in Ghana; or (ii) three (3) years from the date of the closing. On April 12, 2012, the company entered into an Escrow Agreement with Brookes, Sullivan and Gracin & Marlow, LLP, as escrow agent (the "Escrow Agreement"), pursuant to which the parties agreed that fifty nine thousand one hundred thirty two (59,132) shares of common stock (the "Escrow Shares') will be released to Brookes and Sullivan if and when the company has received revenues of at least one million dollars ($1,000,000) from the production of the Ekom Eya mine in Ghana (the "Milestone"); provided, however, that if the Milestone is not achieved by the date that is two (2) years from the date of the Escrow Agreement, the escrow agent will release to the company for cancellation all of the Escrow Shares, unless otherwise agreed to by the company and Brookes and Sullivan. In connection with the purchase agreement, described below, the company will issue to the sellers eighty thousand five hundred (80,500) shares of common stock. These securities will be issued in reliance on Section 4(2) of the securities act of 1933, as amended (the "Securities Act"). The issuance will not involve any general solicitation or advertising by us. The sellers acknowledged the existence of transfer restrictions applicable to the securities to be sold by us. Certificates representing the securities to be sold contain a legend stating the restrictions on transfer to which such securities are subject. The shares were recorded at $200 per share, the price of the stock at the issuance date and date of contract. The $16,100,000 purchase price was immediately written off due to no future realization of cash flows and worthlessness. On February 27, 2014 the Purchase Agreement is terminated by executed a share exchange agreement (the "agreement") with Global Gold. The agreement provides in part that 59,132 shares of our common stock previously issued to Mr. Sullivan and Mr. Brookes be returned to the company and cancelled. In consideration for the delivery of the 59,132 shares of Kat Gold common stock, Kat Gold will deliver to Mr. Brookes and Mr. Sullivan all of the issued and outstanding shares of Global Gold owned by Kat Gold. A total of 21,368 shares of Kat Gold common stock previously issued to the minority shareholders of Global Gold shall remain issue d and outstanding.

LOSS PER SHARE

LOSS PER SHARE	12 Months Ended
	Dec. 31, 2014
LOSS PER SHARE:
LOSS PER SHARE	NOTE 6. LOSS PER SHARE Loss per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. Basic and diluted loss per share was $(2.33) and $(16.05) for the year ended December 31, 2014 and 2013.

SUPPLEMENTAL CASH FLOW INFORMAT

SUPPLEMENTAL CASH FLOW INFORMATION	12 Months Ended
	Dec. 31, 2014
SUPPLEMENTAL CASH FLOW INFORMATION:
SUPPLEMENTAL CASH FLOW INFORMATION	NOTE .7 SUPPLEMENTAL CASH FLOW INFORMATION Supplemental disclosures of cash flow information for the year ended December 31, 2014 and 2013 are summarized as follows: Cash paid during the years for interest and income taxes: 2014 2013 Income Taxes $ - $ - Interest $ - $ -

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2014
COMMITMENTS AND CONTINGENCIES:
COMMITMENTS AND CONTINGENCIES	NOTE .8 COMMITMENTS AND CONTINGENCIES Certain of the Company’s officers and directors are involved in other related business activities and most likely will become involved in other business activities in the future.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2014
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 9. RELATED PARTY TRANSACTIONS The Company has received support from a party related through common ownership and directorship. All of the expenses herein have been borne by this entity on behalf of the Company and the direct vendor payments are treated as capital contributions in the accompanying financial statements.

GOING CONCERN AND UNCERTAINTY

GOING CONCERN AND UNCERTAINTY	12 Months Ended
	Dec. 31, 2014
GOING CONCERN AND UNCERTAINTY
GOING CONCERN AND UNCERTAINTY	NOTE 10. GOING CONCERN AND UNCERTAINTY The Company has suffered recurring losses from operations since inception. In addition, the Company has yet to generate an internal cash flow from its business operations. These factors raise substantial doubt as to the ability of the Company to continue as a going concern. Management’s plans with regard to these matters encompass the following actions: 1) to raise financing to enable it to continue to locate, explore and develop mineral properties as well as to generate working capital, and 2) to sell mineral properties that it has located, explored and developed by attempting to enter into joint ventures with, or to sell interests in any property it manages to develop to, a major mining company. The Company’s continued existence is dependent upon its ability to resolve its lack of liquidity and begin generating profits in its current business operations. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. The accompanying financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.

DEVELOPMENT STAGE RISK

DEVELOPMENT STAGE RISK	12 Months Ended
	Dec. 31, 2014
DEVELOPMENT STAGE RISK
DEVELOPMENT STAGE RISK	NOTE 11. DEVELOPMENT STAGE RISK Since its inception, the Company has been dependent upon the receipt of capital investment to fund its continuing activities. In addition to the normal risks associated with a new business venture, there can be no assurance that the Company’s business plan will be successfully executed. The Company’s ability to execute its business plan will depend on its ability to obtain additional financing and achieve a profitable level of operations. There can be no assurance that sufficient financing will be obtained. Further, the Company cannot give any assurance that it will generate substantial revenues or that its business operations will prove to be profitable.

SUBSEQUENT EVENT

SUBSEQUENT EVENT	12 Months Ended
	Dec. 31, 2014
SUBSEQUENT EVENT
SUBSEQUENT EVENT	NOTE 12. SUBSEQUENT EVENT On March 26, 2015, a 1:2,000 reverse split was completed. On January 5, 215, the Company changed its name 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. This was accompanied by a change in control and the election of new directors and officers.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES (POLICIES)	12 Months Ended
	Dec. 31, 2014
SIGNIFICANT ACCOUNTING POLICIES (POLICIES):
Business Activity	Business Activity REMSleep Holdings, Inc., f/k/a/ Kat Gold Holdings Corp. (the “Company”) was incorporated in the State of Nevada on June 6, 2007. Following its acquisition of Handcamp on June 4, 2010, a gold property located in the Province of Newfoundland and Labrador, Canada (“Handcamp”), the Company changed its business model to that of a mineral acquisition, exploration and development company focused primarily on gold properties. On August 26, 2010, the Company’s name was changed from Bella Viaggio, Inc. to Kat Gold Holdings corp. As of this annual report, the Company has not generated any revenues but has incurred expenses related to the drilling and exploration of Handcamp. 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. The Company has not yet earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in Financial Accounting Standards Board Statement ASC 915 (“FASB ASC 915”). Among the disclosures required by FASB ASC 915are that the Company’s financial statements be identified as those of a development stage operation.
Accounting Basis	Accounting Basis The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year end.
Use of Estimates, Policy	Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Cash and Cash Equivalents, Policy	Cash and Cash Equivalents For purposes of the Statements of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company reports comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements.
Long-Lived Assets	Long-Lived Assets The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is considered to be impaired and is written down to fair market value, which is determined based on either discounted future cash flows or appraised values. The company adopted the statement on inception. No impairments of these types of assets were recognized during the period ended December 31, 2014.
Risk and Uncertainties	Risk and Uncertainties The Company is subject to risks common to companies in the mining industry, including, but not limited to, litigation, development of new technological mining innovations and dependence on key personnel. As of January 5, 2015, the Company is subject to risks common to manufacturing and health product providers.
Advertising Costs, Policy	Advertising Costs Advertising costs are expensed as incurred. The Company does not incur any direct-response advertising costs.
Stock-Based Compensation	Stock-Based Compensation The company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about stock based compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.
Fair Value for Financial Assets and Financial Liabilities	Fair Value for Financial Assets and Financial Liabilities 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, Paragraph820-10-35-37 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 and 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 observable inputs and not corroborated by the market data. The carrying amounts of the company's financial assets and liabilities, such as cash, accounts receivable, rent deposit, accounts payable, customer deposits and notes payable approximate their fair values because of the short maturity of these instruments. The company's derivative liabilities related to convertible debt are measured at fair value on a recurring basis, using level 3 inputs. There were no assets or liabilities measured at fair value on a nonrecurring basis during the year ended December 31, 2014.
Fair Value of Financial Statements	Fair Value of Financial Statements The Company’s financial instruments consist of cash and security deposits. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Loss Per Share	Loss Per Share Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of December 31, 2014 and 2013.
Income Taxes	Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax basic of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the company's policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of December 31, 2014 there have been no interest or penalties incurred on income taxes.
Recent Accounting Pronouncements	Recent Accounting Pronouncements

Convertible Notes Payable and20

Convertible Notes Payable and Derivative Liabilities Related Party: Fair Value of the Embedded Derivative Liability, April 30, 2013 (Tables)	12 Months Ended
	Dec. 31, 2014
Convertible Notes Payable and Derivative Liabilities Related Party: Fair Value of the Embedded Derivative Liability April 30, 2013
Fair Value of the Embedded Derivative Liability	The fair value of the embedded derivative liability was calculated at grant date utilizing the following assumptions: Grant Date Fair Value Term Yrs. Assumed Conversion Price Market Price on Grant Date Volatility Percentage Risk-Free Rate 4/30/2013 $1,517,737 1 $0.0019 $0.0039 780% 0.11% 4/30/2013 $252,956 1 $0.0019 $0.0039 780% 0.11%

Convertible Notes Payable and21

Convertible Notes Payable and Derivative Liabilities Related Party: Fair Value of the Embedded Derivative Liability, December 31, 2014 (Tables)	12 Months Ended
	Dec. 31, 2014
CONVERTIBLE NOTES PAYABLE AND DERIVITIVE LIABILITIES RELATED PARTY (Details)
Fair Value of the Embedded Derivative Liability, December 31, 2014	The fair value of the embedded derivative liability was calculated at December 31, 2014 utilizing the following assumptions: Fair Value Terms Years Assumed Conversion Volatility Risk- Free Rate $630,000 0.01 $0.0003 8.47% 0.01% $105,000 0.01 $0.0003 8.47% 0.01%

SUPPLEMENTAL CASH FLOW INFORM22

SUPPLEMENTAL CASH FLOW INFORMATION (TABLES)	12 Months Ended
	Dec. 31, 2014
SUPPLEMENTAL CASH FLOW INFORMATION (TABLES):
SUPPLEMENTAL CASH FLOW INFORMATION (TABLES)	Supplemental disclosures of cash flow information for the year ended December 31, 2014 and 2013 are summarized as follows: Cash paid during the years for interest and income taxes: 2014 2013 Income Taxes $ - $ - Interest $ - $ -

NOTE PAYABLE (Details)

NOTE PAYABLE (Details) - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Note Payable Details
Note payable	$ 50,000
Accrued interest	$ 3,167	$ 2,417
Note is bearing interest at the rate per annum	8.00%

CONVERTIBLE NOTES PAYABLE AND24

CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES RELATED PARTY (Details)	Dec. 31, 2014USD ($)	Apr. 30, 2013USD ($)
CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES RELATED PARTY Details
Proceeds from convertible notes payable		$ 720,000
Interest rate per anum		9.90%
Proceeds from convertible notes payable		$ 120,000
Term of years	0.01	1
Assumed Conversion Price	0.0003	0.0019
Market Price on Grant Date		0.0039
Volatility Percentage	8.47%	780.00%
Risk-Free Rate	0.01%	0.11%
Fair value of the derivative liability	$ 630,000	$ 1,517,737
Term of years	0.01	1
Assumed Conversion Price	0.0003	0.0019
Market Price on Grant Date		0.0039
Volatility Percentage	8.47%	780.00%
Risk-Free Rate	0.01%	0.11%
Fair value of the derivative liability	$ 105,000	$ 252,956
Decrease in derivative liability	630,000
Decrease in derivative liability	$ 105,000
Carrying value of the Notes		$ 840,000

ACCURED INTEREST (Details)

ACCURED INTEREST (Details) - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
ACCURED INTEREST Details
Amortization of the debt discount	$ 280,000
Accrued interest related to notes	$ 100,923	$ 55,819

DUE TO PARTY (Details)

DUE TO PARTY (Details) - USD ($)	Dec. 31, 2014	Dec. 31, 2013
DUE TO PARTY Details
Due to related parties	$ 23,593	$ 19,767

CAPITAL STOCK (Details)

CAPITAL STOCK (Details) - USD ($)	Dec. 31, 2014	Mar. 03, 2014	Feb. 27, 2014	Apr. 17, 2013	Oct. 12, 2012	Apr. 18, 2012
CAPITAL STOCK Details
Class A preferred shares authorized	5,000,000
Class A preferred par value per share	$ 0.001
Common shares authorized	1,000,000,000
Common par value per share	$ 0.001
Company issued shares of common stock		90,000
Company issued shares of common stock with a fair market value		$ 486,000
Company issued shares of common stock to retire of accrued expense		229,500
Loss of debt retirement was recorded		$ 256,500
Company issued as compensation for services provided				$ 1,500
Value of common shares issued for compensation				$ 9,900
Common shares exchange					5,000
Common stock payable to Thomas Brookes						$ (59,132)
Company entered into an Escrow Agreement						(59,132)
Company has not received revenues						1,000,000
Consideration paid by the company to the sellers						$ (80,500)
Shares were recorded at per share						$ 0.10
Shares were recorded						$ 200
Purchase price was written off due to no future realization of cash flows and worthlessness						$ 16,100,000
Mr. Brookes be returned to the company and cancelled			$ 59,132
Total shares of Kat Gold common stock			21,368

LOSS PER SHARE (Details)

LOSS PER SHARE (Details) - $ / shares	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
LOSS PER SHARE Details
Basic and diluted loss per share	$ (2.33)	$ (16.05)