Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Jun. 26, 2018 | |
Details | ||
Registrant Name | RemSleep Holdings Inc. | |
Registrant CIK | 1,412,126 | |
SEC Form | 10-Q | |
Period End date | Mar. 31, 2018 | |
Fiscal Year End | --12-31 | |
Trading Symbol | RMSL | |
Tax Identification Number (TIN) | 475,386,867 | |
Number of common stock shares outstanding | 5,875,894 | |
Filer Category | Smaller Reporting Company | |
Current with reporting | Yes | |
Voluntary filer | No | |
Well-known Seasoned Issuer | No | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Entity Incorporation, State Country Name | Nevada | |
Entity Address, Address Line One | 637 N. Orange Ave, Suite 609 | |
Entity Address, City or Town | Orlando | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32,789 | |
City Area Code | 912 | |
Local Phone Number | 590-2001 |
Condensed Balance Sheets (March
Condensed Balance Sheets (March 31, 2018 Unaudited) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 52,261 | $ 2,014 |
Prepaid stock for services | 57,761 | 173,282 |
Total current assets | 110,022 | 175,296 |
Property and equipment, net | 7,970 | 8,486 |
Total Assets | 117,992 | 183,782 |
Current Liabilities: | ||
Accounts payable | 242,898 | 239,878 |
Accrued compensation | 1,150 | 2,850 |
Accrued interest | 12,957 | 12,341 |
Accrued stock to be issued | 0 | 194,068 |
Due to shareholder | 182,191 | 182,191 |
Loan payable | 50,000 | 50,000 |
Total Liabilities | 489,196 | 681,328 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common Stock, Value, Issued | 3,938 | 3,611 |
Common stock to be issued | 269,188 | 58,225 |
Additional paid in capital | 502,111 | 424,938 |
Accumulated Deficit | (1,251,441) | (1,089,320) |
TOTAL STOCKHOLDERS' DEFICIT | (371,204) | (497,546) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 117,992 | 183,782 |
Series A Preferred Stock | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock, Value, Issued | 105,000 | 105,000 |
Series B Preferred Stock | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock, Value, Issued | 0 | 0 |
Series C Preferred Stock | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock, Value, Issued | $ 0 | $ 0 |
Condensed Balance Sheets (Marc3
Condensed Balance Sheets (March 31, 2018 Unaudited) - Parenthetical - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, Shares, Issued | 3,937,894 | 3,610,751 |
Common Stock, Shares, Outstanding | 3,937,894 | 3,610,751 |
Series A Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 3,500,000 | 3,500,000 |
Preferred Stock, Shares Outstanding | 3,500,000 | 3,500,000 |
Series B Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series C Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited, 2017 restated) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating Expenses: | ||
Professional fees | $ 16,150 | $ 12,600 |
Consulting | 117,521 | 146,979 |
Officer compensation | 6,000 | 6,000 |
General and administrative | 4,939 | 7,024 |
Total operating expenses | 144,610 | 172,603 |
Loss from operations | (144,610) | (172,603) |
Other expenses: | ||
Interest expense | (616) | 0 |
Change in fair value | (16,895) | 0 |
Total other expense | (17,511) | 0 |
Loss before income taxes | (162,121) | (172,603) |
Provision for income taxes | 0 | 0 |
Net Loss | $ (162,121) | $ (172,603) |
Basic and fully diluted net loss per share | $ (0.04) | $ (0.05) |
Weighted average common shares outstanding, basic and diluted | 3,678,577 | 3,285,584 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited, 2017 restated) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (162,121) | $ (172,603) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation expense | 516 | 2,810 |
Stock issued for services | 115,521 | 146,979 |
Change in fair value | 16,895 | 0 |
Changes in Operating Assets and Liabilities | ||
Accounts Payable | 3,020 | 1,380 |
Accrued officer compensation | (1,700) | 2,000 |
Accrued interest | 616 | 0 |
Net cash used in operating activities | (27,253) | (19,434) |
Cash Flows from Investing Activities: | 0 | 0 |
Cash Flows from Financing Activities: | ||
Proceeds from shareholder advances | 0 | 19,434 |
Proceeds from sale of common stock | 77,500 | 0 |
Net cash provided by financing activities | 77,500 | 19,434 |
Net increase in cash | 50,247 | 0 |
Cash and Cash Equivalents, at Carrying Value, Beginning Balance | 2,014 | 0 |
Cash and Cash Equivalents, at Carrying Value, Ending Balance | 52,261 | 0 |
Supplemental cash flow information: | ||
Interest paid in cash | 0 | 0 |
Taxes paid | 0 | 0 |
Supplemental non-cash disclosure: | ||
Stock issued for services | $ 115,521 | $ 146,979 |
Note 1 - Summary of Significant
Note 1 - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 1 - Summary of Significant Accounting Policies | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Activity REMSleep Holdings, Inc., (the Company) was incorporated in the State of Nevada on June 6, 2007. Following its acquisition of Handcamp on June 4, 2010, a gold property located in the Province of Newfoundland and Labrador, Canada (Handcamp), the Company changed its business model to that of a mineral acquisition, exploration and development company focused primarily on gold properties. On August 26, 2010, the Companys name was changed from Bella Viaggio, Inc. to Kat Gold Holdings Corp. On January 5, 2015 the name of the Company was changed to REMSleep Holdings, Inc. and the business model was changed to reflect the new direction of the Company; to develop and distribute products to help people affected by sleep apnea. On May 30, 2015 REMSleep LLC was formerly merged into REMSleep Holdings, Inc. Basis of Presentation These unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and the rules and regulations of the Securities and Exchange Commission (SEC). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Companys 10-K for its fiscal year ended December 31, 2017. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of March 31, 2018 and the results of its operations and cash flows for the three-month periods then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year. 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. Reclassifications Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the restated financial statements for the three months ended March 31, 2018. Recent Accounting Pronouncements 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 2 - Going Concern
Note 2 - Going Concern | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 2 - Going Concern | NOTE 2 - GOING CONCERN The accompanying 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 $1,251,441 at March 31, 2018, had a net loss of $162,121 and net cash used in operating activities of $27,253 for the three months ended March 31, 2018. The Companys 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 Companys 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 Companys 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. |
Note 3 - Property & Equipment
Note 3 - Property & Equipment | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 3 - Property & Equipment | NOTE 3 - PROPERTY & EQUIPMENT Long lived assets, including property and equipment and certain intangible assets to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets and certain identifiable intangibles to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Property and Equipment and intangible assets are first recorded at cost. Depreciation and/or amortization is computed using the straight-line method over the estimated useful lives of the various classes of assets as follows between three and five years. Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income. Assets stated at cost, less accumulated depreciation consisted of the following: March 31, 2018 December 31, 2017 Equipment $ 14,904 $ 14,904 Less: accumulated depreciation (6,934) (6,418) Fixed assets, net $ 7,970 $ 8,486 Depreciation expense Depreciation expense for the three months ended March 31, 2018 and 2017 was $516 and $2,810, respectively. |
NOTE 4 - Notes Payable
NOTE 4 - Notes Payable | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
NOTE 4 - Notes Payable | NOTE 4 NOTES 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%. While the Company was under previous management the loans were removed from the books in Q1 of 2015. On April 26, 2018, the Company agreed to repay the loan in full including accrued interest and $5,000 for legal fees. The $50,000 plus $7,341 was booked to retained earnings in 2016 as a correction of an error. As of March 31, 2018, there is $12,957 of interest accrued on the loan. |
Note 5 - Common Stock
Note 5 - Common Stock | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 5 - Common Stock | NOTE 5 - COMMON STOCK On November 16, 2017, the Company issued, as compensation for services provided, 1,087,261 common shares with a fair value of $0.2125 per share for total non-cash expense of $231,043. The expense is being recognized over the six-month term of the contract. As of December 31, 2017, $57,761 has been debited to consulting expense. In addition, as of December 31, 2017, the shares have not yet been issued; as a result, $36,975 has been credited to common stock to be issued and the remaining $194,068 to accruals. As of March 31, 2018, the shares were re-valued at $0.231 for a change in value of $16,895. In addition, $115,521 was amortized to stock for services expense and the accrual for stock to be issued was reclassed to common stock to be issued in equity. During the three months ended March 31, 2018, the Company sold 327,143 shares of common stock for total cash proceeds of $77,500. |
Note 6 - Preferred Stock
Note 6 - Preferred Stock | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 6 - Preferred Stock | NOTE 6 - PREFERRED STOCK The Company is currently authorized to issue 5,000,000 Class A preferred shares, $0.001 per value with 1:25 voting rights. On February 25, 2016, the Company issued 2,000,000 Class A preferred shares. On April 26, 2016 the Company issued 1,500,000 Class A preferred shares. The fair value of the shares was based on the price quoted on the OTC pink sheets on the grant date for the common shares as the preferred shares have a preference of a 1 to 1 conversion to common stock. The Company recognized compensation expense to its officers. As of March 31, 2018, there are 3,500,000 Class A Preferred shares outstanding. |
Note 7 - Related Party Transact
Note 7 - Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 7 - Related Party Transactions | NOTE 7 - RELATED PARTY TRANSACTIONS The Company has received support from parties related through common ownership and directorship. All of the expenses herein have been borne by these individuals on behalf of the Company and are treated as shareholder loans. These loans are unsecured, non-interest bearing and due on demand. As of March 31, 2018, and December 31, 2017, the balance due on these loans is $182,191 and $182,191, respectively. |
Note 8 - Restatement
Note 8 - Restatement | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 8 - Restatement | NOTE 8 RESTATEMENT The March 31, 2017 financial statements are being restated to revise the accounting for retroactive adjustments identified during the year ended December 31, 2017 audit. The following table summarizes changes made to the three months ended March 31, 2017 Statement of Operations. For the three months ended March 31, 2017 As Reported Adjustment As Restated Operating expenses $ 58,212 $ 114,391 $ 172,603 Net Loss $ (58,212) $ (114,391) $ (172,603) |
Note 9 - Subsequent Events
Note 9 - Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 9 - Subsequent Events | NOTE 9 - 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, June 26, 2018 and has determined that it does not have any material subsequent events to disclose in these financial statements other then the following. Subsequent to March 31, 2018, the Company granted 1,938,000 shares of common stock for services. On April 27, 2018, the Company made a $10,000 payment as required by the Forbearance Agreement with regards to the Note Payable (Note 4). |
Note 1 - Summary of Significa15
Note 1 - Summary of Significant Accounting Policies: Business Activity (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Policies | |
Business Activity | Business Activity REMSleep Holdings, Inc., (the Company) was incorporated in the State of Nevada on June 6, 2007. Following its acquisition of Handcamp on June 4, 2010, a gold property located in the Province of Newfoundland and Labrador, Canada (Handcamp), the Company changed its business model to that of a mineral acquisition, exploration and development company focused primarily on gold properties. On August 26, 2010, the Companys name was changed from Bella Viaggio, Inc. to Kat Gold Holdings Corp. On January 5, 2015 the name of the Company was changed to REMSleep Holdings, Inc. and the business model was changed to reflect the new direction of the Company; to develop and distribute products to help people affected by sleep apnea. On May 30, 2015 REMSleep LLC was formerly merged into REMSleep Holdings, Inc. |
Note 1 - Summary of Significa16
Note 1 - Summary of Significant Accounting Policies: Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Policies | |
Basis of Presentation | 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 Companys 10-K for its fiscal year ended December 31, 2017. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of March 31, 2018 and the results of its operations and cash flows for the three-month periods then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year. |
Note 1 - Summary of Significa17
Note 1 - Summary of Significant Accounting Policies: Use of Estimates (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Policies | |
Use of Estimates | 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. |
Note 1 - Summary of Significa18
Note 1 - Summary of Significant Accounting Policies: Reclassifications (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Policies | |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the restated financial statements for the three months ended March 31, 2018. |
Note 1 - Summary of Significa19
Note 1 - Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 3 - Property & Equipment_
Note 3 - Property & Equipment: Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Property, Plant and Equipment | March 31, 2018 December 31, 2017 Equipment $ 14,904 $ 14,904 Less: accumulated depreciation (6,934) (6,418) Fixed assets, net $ 7,970 $ 8,486 |
Note 8 - Restatement_ Changes t
Note 8 - Restatement: Changes to Statement of Operations (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Changes to Statement of Operations | For the three months ended March 31, 2017 As Reported Adjustment As Restated Operating expenses $ 58,212 $ 114,391 $ 172,603 Net Loss $ (58,212) $ (114,391) $ (172,603) |
Note 1 - Summary of Significa22
Note 1 - Summary of Significant Accounting Policies: Business Activity (Details) | 3 Months Ended |
Mar. 31, 2018 | |
Entity Incorporation, State Country Name | Nevada |
Entity Incorporation, Date of Incorporation | Jun. 6, 2007 |
Former Name Change 1 | |
Entity Information, Date to Change Former Legal or Registered Name | Aug. 26, 2010 |
Entity Information, Former Legal or Registered Name | Bella Viaggio, Inc. |
Former Name Change 2 | |
Entity Information, Date to Change Former Legal or Registered Name | Jan. 5, 2015 |
Entity Information, Former Legal or Registered Name | Kat Gold Holdings Corp. |
Former Name Change 3 | |
Entity Information, Date to Change Former Legal or Registered Name | May 30, 2015 |
Entity Information, Former Legal or Registered Name | REMSleep Holdings, Inc. |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Details | |||
Accumulated Deficit | $ (1,251,441) | $ (1,089,320) | |
Net loss | (162,121) | $ (172,603) | |
Net cash used in operating activities | $ (27,253) | $ (19,434) |
Note 3 - Property & Equipment24
Note 3 - Property & Equipment: Property, Plant and Equipment (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Details | ||
Equipment | $ 14,904 | $ 14,904 |
Less: accumulated depreciation | (6,934) | (6,418) |
Fixed assets, net | $ 7,970 | $ 8,486 |
Note 3 - Property & Equipment (
Note 3 - Property & Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Details | ||
Depreciation expense | $ 516 | $ 2,810 |
Note 5 - Common Stock (Details)
Note 5 - Common Stock (Details) | Nov. 16, 2017shares |
Details | |
Shares, Issued | 1,087,261 |
Note 6 - Preferred Stock (Detai
Note 6 - Preferred Stock (Details) - shares | Mar. 31, 2018 | Dec. 31, 2017 | Nov. 16, 2017 | Apr. 26, 2016 | Feb. 25, 2016 |
Shares, Issued | 1,087,261 | ||||
Series A Preferred Stock | |||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | |||
Shares, Issued | 1,500,000 | 2,000,000 | |||
Preferred Stock, Shares Outstanding | 3,500,000 | 3,500,000 |
Note 7 - Related Party Transa28
Note 7 - Related Party Transactions (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Debt Instrument, Collateral | unsecured | |
Debt Instrument, Interest Rate Terms | non-interest bearing | |
Debt Instrument, Payment Terms | due on demand | |
Loans outstanding | $ 182,191 | $ 182,191 |
Note 8 - Restatement_ Changes29
Note 8 - Restatement: Changes to Statement of Operations (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating expenses | $ 144,610 | $ 172,603 |
Net Loss | $ (162,121) | (172,603) |
As Reported | ||
Operating expenses | 58,212 | |
Net Loss | (58,212) | |
Scenario, Adjustment | ||
Operating expenses | 114,391 | |
Net Loss | $ (114,391) |
Note 9 - Subsequent Events (Det
Note 9 - Subsequent Events (Details) | 3 Months Ended | |
Mar. 31, 2018 | ||
Event 1 | ||
Subsequent Event, Description | Company granted 1,938,000 shares of common stock for services | |
Event 2 | ||
Subsequent Event, Description | Company made a $10,000 payment as required by the Forbearance Agreement with regards to the Note Payable | [1] |
Subsequent Event, Date | Apr. 27, 2018 | |
[1] | Note 4 |