REMSleep (RMSL) 10-K 29 Mar 19 2018 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2018	Mar. 28, 2019	Jun. 30, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	RemSleep Holdings Inc.
Entity Central Index Key	0001412126
Trading Symbol	RMSL
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-K
Document Period End Date	Dec. 31, 2018
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2018
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Public Float			$ 1,510,402
Entity Common Stock, Shares Outstanding		4,618,947

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Current assets:
Cash	$ 16,640	$ 2,014
Prepaid expenses	2,000	173,282
Total current assets	18,640	175,296
Property and equipment, net	38,436	8,486
Total Assets	57,076	183,782
Current Liabilities:
Accounts payable	240,399	239,878
Accrued compensation		2,850
Accrued interest	18,508	12,341
Accrued stock to be issued		194,068
Convertible Notes, net of discount of $33,759	43,241
Derivative Liability	96,110
Loan payable - related party	179,191	182,191
Loans payable	59,712	50,000
Total Liabilities	637,161	681,328
Commitments and Contingencies
STOCKHOLDERS' DEFICIT:
Common stock, $.001 par value, 1,000,000,000 shares authorized, 4,315,894 and 3,610,751 shares issued and outstanding, respectively	4,316	3,611
Common stock to be issued	228,604	58,225
Additional paid in capital	584,017	424,938
Accumulated Deficit	(1,502,022)	(1,089,320)
TOTAL STOCKHOLDERS' DEFICIT	(580,085)	(497,546)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	57,076	183,782
Series A preferred stock
STOCKHOLDERS' DEFICIT:
Preferred stock, value	105,000	105,000
Series B preferred stock
STOCKHOLDERS' DEFICIT:
Preferred stock, value
Series C preferred stock
STOCKHOLDERS' DEFICIT:
Preferred stock, value

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Convertible notes, net of discount	$ 33,759
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	4,315,894	3,610,751
Common stock, shares outstanding	4,315,894	3,610,751
Series A preferred stock
Preferred stock, no par value
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, no par value
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued
Series C preferred stock
Preferred stock, no par value
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Operating Expenses:
Professional fees	$ 43,900	$ 86,212
Consulting	175,582	516,396
Officer compensation	38,650	24,000
General and administrative	36,249	24,857
Total operating expenses	294,381	651,465
Loss from operations	(294,381)	(651,465)
Other expense:
Interest expense	(6,875)	(2,500)
Discount amortization	(40,441)
Loss on issuance of convertible debt	(47,020)
Change in fair value of derivative	(23,985)
Total other expense	(118,321)	(2,500)
Loss before income taxes	(412,702)	(653,965)
Provision for income taxes
Net Loss	$ (412,702)	$ (653,965)
Net loss per share, basic and diluted	$ (0.1)	$ (0.19)
Weighted average common shares outstanding, basic and diluted	4,065,317	3,391,703

Statement of Stockholders' Equi

Statement of Stockholders' Equity (Deficit) - USD ($)	Series A Preferred Stock	Common Stock	Common stock to be issued	Additional Paid-in Capital	Accumulated Deficit	Total
Beginning Balance at Dec. 31, 2016	$ 105,000	$ 3,273		$ (31,599)	$ (435,355)	$ (358,681)
Beginning Balance, shares at Dec. 31, 2016	5,000,000	3,273,111
Cancellation of outstanding stock		$ (150)		150
Cancellation of outstanding stock, shares	(1,500,000)	(150,000)
Common stock issued for services		$ 488	58,225	456,387		515,100
Common stock issued for services, shares		487,640
Net loss for the year					(653,965)	(653,965)
Ending Balance at Dec. 31, 2017	$ 105,000	$ 3,611	58,225	424,938	(1,089,320)	(497,546)
Ending Balance, shares at Dec. 31, 2017	3,500,000	3,610,751
Common stock sold for cash		$ 477		89,523		90,000
Common stock sold for cash, shares		477,143
Common stock issued for services		$ 228	170,379	42,356		212,963
Common stock issued for services, shares		228,000
Beneficial Conversion feature				27,200		27,200
Net loss for the year					(412,702)	(412,702)
Ending Balance at Dec. 31, 2018	$ 105,000	$ 4,316	$ 228,604	$ 584,017	$ (1,502,022)	$ (580,085)
Ending Balance, shares at Dec. 31, 2018	3,500,000	4,315,894

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Cash Flows from Operating Activities:
Net loss	$ (412,702)	$ (653,965)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	12,576	4,359
Stock based compensation	175,282	535,886
Change in fair value of derivative	23,985
Discount amortization	40,441
Loss on issuance of convertible debt	47,020
Changes in Operating Assets and Liabilities:
Accounts payable	520	13,480
Accrued officer compensation	(2,850)	2,850
Accrued interest	6,167	2,500
Prepaid expenses	(2,000)
Net cash used by operating activities	(111,561)	(94,890)
Cash Flows from Investing Activities:
Purchase of property and equipment	(42,526)
Net cash used by investing activities	(42,526)
Cash Flows from Financing Activities:
Proceeds/repayments - related party	(3,000)	96,904
Proceeds from loan payable	16,963
Repayment of loans	(7,250)
Proceeds from convertible notes payable	72,000
Proceeds from sale of common stock	90,000
Net cash provided by financing activities	168,713	96,904
Net increase in cash	14,626	2,014
Cash at beginning of the year	2,014
Cash at end of the year	16,640	2,014
Supplemental cash flow information:
Interest paid in cash
Taxes paid
Supplemental non-cash disclosure:
Loan payable for purchase of automobile	$ 16,936

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
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. 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. Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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. Concentrations of Credit Risk We 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. We believe we are not exposed to any significant credit risk on cash. Cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the year ended December 31, 2018 or 2017. 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 (3) 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 (3) 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 based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2018. The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2018 on a recurring basis: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative - - 96,110 (23,985 ) Total $ - $ - $ 96,110 $ (23,985 ) Fixed Assets Fixed assets are carried at the lower of cost or net realizable value. All fixed assets with a cost of $2,000 or greater are capitalized. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. Depreciation is computed using the straight-line method over the estimated useful lives of three years. Income taxes The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. Stock-based Compensation We account for equity-based transactions with nonemployees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees We account for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, 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. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2018 and 2017, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Topic 606, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606) On June 20, 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In January 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business 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.

Going Concern

Going Concern	12 Months Ended
	Dec. 31, 2018
Going Concern [Abstract]
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 $1,502,022 at December 31, 2018, had a net loss of $412,702 and net cash used in operating activities of $111,560 for the year ended December 31, 2018. 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.

Property & Equipment

Property & Equipment	12 Months Ended
	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
PROPERTY & EQUIPMENT	NOTE 3 - PROPERTY & EQUIPMENT Property and Equipment are first recorded at cost. Depreciation 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. Long lived assets, including property and equipment, 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 to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. 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 stated at cost, less accumulated depreciation consisted of the following: December 31, December 31, Furniture/fixtures $ 14,904 $ 14,904 Office equipment 2,458 - Automobile 16,963 - Tooling/Molds 23,105 - Less: accumulated depreciation (18,994 ) (6,418 ) Fixed assets, net $ 38,436 $ 8,486 Depreciation expense Depreciation expense for the years ended December 31, 2018 and 2017 was $12,576 and $4,359, respectively.

Loans Payable

Loans Payable	12 Months Ended
	Dec. 31, 2018
Loan Payable [Abstarct]
LOANS PAYABLE	NOTE 4 - 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%. 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 December 31, 2018, there is $14,841 of interest accrued on the loan. On March 23, 2018, the Company purchased an automobile. The purchase price was $16,963.46. The interest rate on the loan is 5.8% and matures on April 7, 2023. Payments on the loan, consisting of principal and interest, are $327 per month.

Convertible Notes

Convertible Notes	12 Months Ended
	Dec. 31, 2018
Debt Disclosure [Abstract]
CONVERTIBLE NOTES	NOTE 5 - CONVERTIBLE NOTES On July 9, 2018, the Company issued a Convertible Promissory Note in favor of Power Up Lending Group LTD (“Power Up”). The principal amount of the Note is $45,000 with an original issue discount of $3,000 and carries an interest rate of 12% per annum. It becomes due and payable with accrued interest on July 9, 2019. Power Up has the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate is a 39% discount to the average of the lowest two trading price for twenty days prior to the date of conversion. The company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $89,020 based on the Black Scholes Merton pricing model and a corresponding debt discount of $42,000 to be amortized utilizing the interest method of accretion over the term of the note. As of December 31, 2018, the Company fair valued the derivative at $96,110. In addition, $21,575 of the debt discount has been amortized to interest expense. A summary of the activity of the derivative liability for the notes above is as follows: Balance at December 31, 2017 $ - Increase to derivative due to new issuances $ 89,020 Derivative loss due to mark to market adjustment $ 7,090 Balance at December 31, 2018 $ 96,110 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 for the year ended December 31, 2018 is as follows: Inputs December 31, Initial Valuation Stock price $ .06 $ .55 Conversion price $ .0244 $ .244 Volatility (annual) 342.93 % 261.04 % Risk-free rate 2.56 % 2.34 % Years to maturity .52 1 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. The Company noted that there was no material difference between the results of the Black Scholes Pricing Model and that of the Binomial Option Pricing Model. On August 30, 2018, the Company issued a Convertible Promissory Note in favor of LG Capital Funding LLC (“LG”). The principal amount of the Note is $32,000 with an original issue discount of $2,000 and carries an interest rate of 10% per annum. It becomes due and payable with accrued interest on August 30, 2019. During the first six months LG has the option to convert the Note plus accrued interest at a fixed price of $0.10 per share. After the 6-month anniversary, the Conversion Price shall be equal to 60% of the lowest closing bid price for the eighteen prior trading days including the day of conversion. The Company accounted for the initial conversion feature as a beneficial conversion feature. A beneficial conversion feature arises when the conversion price of a convertible instrument is below the per share fair value of the underlying stock into which it is convertible. If LG were to convert at the price of $0.10 they could convert the full $32,000 into 320,000 shares of common stock. Using the stock price on the date the note was issued of $.185 and the conversion price of $.10, the Company valued each share at $.085 for an additional expense of $27,200. The Company has accounted for the $27,200 has debt discount with a credit to additional paid in capital. The discount will be amortized over the term of the note. As of December 31, 2018, $13,659 has been amortized to interest expense.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2018
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6 - 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 December 31, 2018, and, 2017, the balance due on these loans is $179,191 and $182,191, respectively.

Common Stock

Common Stock	12 Months Ended
	Dec. 31, 2018
Equity [Abstract]
COMMON STOCK	NOTE 7 - COMMON STOCK On January 15, 2017, the Company issued, as compensation for services provided, 5,000 common shares with a fair value of $4.25 ($0.2125 pre-split) for total non-cash expense of $21,250. The $21,250 was recognized over the six-month term of the contract. As of December 31, 2017, all $21,250 has been expensed. On March 6, 2017, the Company issued, as compensation for services provided, 32,500 common shares with a fair value of $4.25 ($0.2125 pre-split) for total non-cash expense of $138,125. On June 15, 2017, the Company filed a Certificate of Amendment to its Articles of Incorporation (the “Certificate of Amendment”), with the Secretary of State of the State of Nevada to affect a 1-for-20 reverse stock split of its common stock, whereby every twenty shares of existing common stock will be converted into one share of new common stock. On April 1, 2017, the Company entered into a Fee Agreement with Frederick M. Lehrer to provide legal services to the Company. Per the terms of that agreement Mr. Lehrer was granted 5,000 shares of common stock with a fair value of $4.25 for total non-cash expense of $21,250. As of December 31, 2018, the shares have not yet been issued by the transfer agent; so therefore, have been credited to common stock to be issued. On April 10, 2017, the Company issued, as compensation for services provided, 50,000 common shares with a fair value of $4.25 for total non-cash expense of $212,500. In April 2017, with the agreement of the executive of the Company’s previous management, the Company cancelled 150,000 common shares that had been previously issued to him. On June 29, 2017, FINRA approved the Company’s Reverse Stock Split. The Reverse Stock Split took effect at the open of business on June 30, 2017. All shares through these financial statements have been retroactively adjusted to reflect the reverse. On August 1, 2017, the Company issued, as compensation for services provided, 150,000 common shares with a fair value of $0.2125 for total non-cash expense of $31,875. On August 11, 2017, the Company issued, as compensation for services provided, 250,000 common shares with a fair value of $0.2125 for total non-cash expense of $53,125. 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 September 30, 2018, the shares were re-valued at $0.231 for a change in value of $16,895. In addition, $173,282 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, which was reduced $40,584 for the issuance of 178,000 shares by the transfer agent. As of December 31, 2018, the full amount has been amortized to stock compensation expense. During the year ended December 31, 2018, the Company sold 477,143 shares of common stock for total cash proceeds of $90,000. During the nine months ended September 30, 2018, the Company granted 1,760,000 shares of common stock for services at $0.25 per share for total non-cash expense of $440,000. Subsequent to the year ended December 31, 2018 all of the shares were returned. As the expense that was recorded was material to the financial statements, the fact that the services agreed upon were not performed and that all shares were returned to the Company, the previous $440,000 of expense that was recorded as of September 30, 2018, has been reversed as of December 31, 2018.

Preferred Stock

Preferred Stock	12 Months Ended
	Dec. 31, 2018
Equity [Abstract]
PREFERRED STOCK	NOTE 8 - PREFERRED STOCK The Company is currently authorized to issue 5,000,000 Class A preferred shares, $0.001 par value with 1:25 voting rights. The Series A Preferred Stock ranks equal to the common stock on liquidation and pays no dividend. In April 2017, with the agreement of the executive of the Company’s previous management, the Company cancelled 1,500,000 Class A Preferred Shares that had been previously issued to him in 2015. The Company is currently authorized to issue 5,000,000 Class B Preferred Shares, $0.001 par value. Each share of Series B Preferred Stock has a 1:100 voting right and is convertible into 100 shares of common stock. No dividends will be paid and in the event of liquidation all shares of Series B will automatically convert into common stock. There are no shares of Series B Preferred Stock issued and outstanding. The Company is currently authorized to issue 5,000,000 Class C Preferred Shares, $0.001 par value. Each share of Series C Preferred Stock has a 1:50 voting right and is convertible into 50 shares of common stock. No dividends will be paid and in the event of liquidation all shares of Series B will automatically convert into common stock. There are no shares of Series C Preferred Stock issued and outstanding.

Income Tax

Income Tax	12 Months Ended
	Dec. 31, 2018
Income Tax Disclosure [Abstract]
INCOME TAX	NOTE 9 - INCOME TAX Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate is 21%. The provision for Federal income tax consists of the following December 31: 2018 2017 Federal income tax benefit attributable to: Current Operations $ 87,000 $ 137,000 Less: valuation allowance (87,000 ) (137,000 ) Net provision for Federal income taxes $ - $ - The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows: 2018 2017 Deferred tax asset attributable to: Net operating loss carryover $ 315,000 $ 229,000 Less: valuation allowance (315,000 ) (229,000 ) Net deferred tax asset $ - $ - At December 31, 2018, the Company had net operating loss carry forwards of approximately $315,000 that maybe offset against future taxable income. No tax benefit has been reported in the December 31, 2018 or 2017 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. The change in the valuation allowance for the year ended December 31, 2018 was a decrease of $50,000. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the "Tax Act"). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21% effective January 1, 2018. For certain deferred tax assets and deferred tax liabilities. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. ASC Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company's financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of December 31, 2018, the Company had no accrued interest or penalties related to uncertain tax positions.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 - 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 financial statements other then the following. Subsequent to December 31, 2018, PowerUp converted $7,940 into 303,053 shares of common stock. On January 23, 2019, the Company issued a Convertible Promissory Note in favor of One44 Capital LLC (“One44”). The principal amount of the Note is $100,000 with an interest rate of 12% per annum. It becomes due and payable with accrued interest on January 23, 2020. Power Up has the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate is a 55% of the lowest two trading prices for twenty days prior to the date of conversion.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
Business Activity	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.
Basis of Presentation	Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
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.
Concentrations of Credit Risk	Concentrations of Credit Risk We 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. We believe we are not exposed to any significant credit risk on cash.
Cash equivalents	Cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the year ended December 31, 2018 or 2017.
Fair value of financial instruments	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 (3) 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 (3) 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 based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2018. The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2018 on a recurring basis: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative - - 96,110 (23,985 ) Total $ - $ - $ 96,110 $ (23,985 )
Fixed Assets	Fixed Assets Fixed assets are carried at the lower of cost or net realizable value. All fixed assets with a cost of $2,000 or greater are capitalized. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. Depreciation is computed using the straight-line method over the estimated useful lives of three years.
Income taxes	Income taxes The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification ("Section 740-10-25") with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
Stock-based Compensation	Stock-based Compensation We account for equity-based transactions with nonemployees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees We account for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation,
Basic and Diluted Earnings Per Share	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. The Company's diluted loss per share is the same as the basic loss per share for the years ended December 31, 2018 and 2017, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Topic 606, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606) On June 20, 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In January 2017, the Financial Accounting Standards Board ("FASB") issued an Accounting Standards Update ("ASU") 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business 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.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
Schedule of assets and liabilities measured and recognized at fair value on a recurring basis	Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative - - 96,110 (23,985 ) Total $ - $ - $ 96,110 $ (23,985 )

Property & Equipment (Tables)

Property & Equipment (Tables)	12 Months Ended
	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Schedule of Property & Equipment	December 31, December 31, Furniture/fixtures $ 14,904 $ 14,904 Office equipment 2,458 - Automobile 16,963 - Tooling/Molds 23,105 - Less: accumulated depreciation (18,994 ) (6,418 ) Fixed assets, net $ 38,436 $ 8,486

Convertible Notes (Tables)

Convertible Notes (Tables)	12 Months Ended
	Dec. 31, 2018
Debt Disclosure [Abstract]
Schedule of derivative liability	Balance at December 31, 2017 $ - Increase to derivative due to new issuances $ 89,020 Derivative loss due to mark to market adjustment $ 7,090 Balance at December 31, 2018 $ 96,110
Schedule of quantitative information about significant unobservable inputs	Inputs December 31, Initial Valuation Stock price $ .06 $ .55 Conversion price $ .0244 $ .244 Volatility (annual) 342.93 % 261.04 % Risk-free rate 2.56 % 2.34 % Years to maturity .52 1

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Schedule of provision for federal income tax	2018 2017 Federal income tax benefit attributable to: Current Operations $ 87,000 $ 137,000 Less: valuation allowance (87,000 ) (137,000 ) Net provision for Federal income taxes $ - $ -
Schedule of net deferred tax amount	2018 2017 Deferred tax asset attributable to: Net operating loss carryover $ 315,000 $ 229,000 Less: valuation allowance (315,000 ) (229,000 ) Net deferred tax asset $ - $ -

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Derivative Total Gains and (Losses)	$ (23,985)
Total	(23,985)
Level 1 [Member]
Derivative Total Gains and (Losses)
Total
Level 2 [Member]
Derivative Total Gains and (Losses)
Total
Level 3 [Member]
Derivative Total Gains and (Losses)	96,110
Total	$ 96,110

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details Textual)	12 Months Ended
	Dec. 31, 2018USD ($)
Summary of Significant Accounting Policies (Textual)
Fixed assets cost capitalized	$ 2,000

Going Concern (Details)

Going Concern (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Going Concern (Textual)
Accumulated deficit	$ (1,502,022)	$ (1,089,320)
Net loss	(412,702)	(653,965)
Net cash used in operating activities	$ (111,561)	$ (94,890)

Property & Equipment (Details)

Property & Equipment (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Furniture/fixtures	$ 14,904	$ 14,904
Office equipment	2,458
Automobile	16,963
Tooling/Molds	23,105
Less: accumulated depreciation	(18,994)	(6,418)
Fixed assets, net	$ 38,436	$ 8,486

Property & Equipment (Details T

Property & Equipment (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment (Textual)
Depreciation expense	$ 12,576	$ 4,359

Loan Payable (Details)

Loan Payable (Details) - USD ($)	1 Months Ended		12 Months Ended
	Apr. 26, 2018	Mar. 23, 2018	Dec. 31, 2018	Aug. 30, 2018	Jul. 09, 2018	Jun. 12, 2013	Oct. 24, 2012
Percentage of accrue interest		5.80%	5.00%
Description of loans payable	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.		During the first six months LG has the option to convert the Note plus accrued interest at a fixed price of $0.10 per share. After the 6-month anniversary, the Conversion Price shall be equal to 60% of the lowest closing bid price for the eighteen prior trading days including the day of conversion. The Company accounted for the initial conversion feature as a beneficial conversion feature. A beneficial conversion feature arises when the conversion price of a convertible instrument is below the per share fair value of the underlying stock into which it is convertible. If LG were to convert at the price of $0.10 they could convert the full $32,000 into 320,000 shares of common stock. Using the stock price on the date the note was issued of $.185 and the conversion price of $.10, the Company valued each share at $.085 for an additional expense of $27,200. The Company has accounted for the $27,200 has debt discount with a credit to additional paid in capital.
Repaid loan for legal fees	$ 5,000
Paid towards due amount			$ 5,000	$ 32,000	$ 45,000
Interest accrued on the loan			$ 14,841
Purchase price		$ 16,963
Loan matures date		Apr. 7, 2023
Principal and interest		$ 327
Mr. Wesson [Member]
Loaned amount						$ 20,000	$ 30,000

Convertible Notes (Details)

Convertible Notes (Details)	12 Months Ended
	Dec. 31, 2018USD ($)
Debt Disclosure [Abstract]
Beginning, balance
Increase to derivative due to new issuances	89,020
Derivative loss due to mark to market adjustment	7,090
Ending, balance	$ 96,110

Convertible Notes (Details 1)

Convertible Notes (Details 1)	12 Months Ended
	Dec. 31, 2018$ / shares
Stock price	$ .06
Conversion price	$ .0244
Volatility (annual)	342.93%
Risk-free rate	2.56%
Years to maturity	6 months 7 days
Initial Valuation [Member]
Stock price	$ .55
Conversion price	$ .244
Volatility (annual)	261.04%
Risk-free rate	2.34%
Years to maturity	1 year

Convertible Notes (Details Text

Convertible Notes (Details Textual) - USD ($)	Jul. 09, 2018	Apr. 26, 2018	Dec. 31, 2018	Aug. 30, 2018	Dec. 31, 2017
Convertible Notes (Textual)
Note principal amount	$ 45,000		$ 5,000	$ 32,000
Note original issue discount	$ 3,000			$ 2,000
Note interest rate	12.00%			10.00%
Note conversion rate	39.00%
Derivative liability at fair value	$ 89,020
Amortization of debt discount	$ 42,000
Derivative			96,110
Amortized to interest expense of debt discount			$ 21,575
Debt instrument, description		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.	During the first six months LG has the option to convert the Note plus accrued interest at a fixed price of $0.10 per share. After the 6-month anniversary, the Conversion Price shall be equal to 60% of the lowest closing bid price for the eighteen prior trading days including the day of conversion. The Company accounted for the initial conversion feature as a beneficial conversion feature. A beneficial conversion feature arises when the conversion price of a convertible instrument is below the per share fair value of the underlying stock into which it is convertible. If LG were to convert at the price of $0.10 they could convert the full $32,000 into 320,000 shares of common stock. Using the stock price on the date the note was issued of $.185 and the conversion price of $.10, the Company valued each share at $.085 for an additional expense of $27,200. The Company has accounted for the $27,200 has debt discount with a credit to additional paid in capital.
Amortized to interest expense			$ 13,659

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Related Party Transactions (Textual)
Due to shareholder	$ 179,191	$ 182,191

Common Stock (Details)

Common Stock (Details) - USD ($)	Aug. 11, 2017	Aug. 01, 2017	Apr. 10, 2017	Apr. 01, 2017	Mar. 06, 2017	Jan. 15, 2017	Nov. 16, 2017	Jun. 15, 2017	Apr. 30, 2017	Dec. 31, 2018	Dec. 31, 2017
Common Stock (Textual)
Common shares issued	250,000	150,000	50,000		32,500	5,000	1,087,261
Fair value of per share	$ 0.2125	$ 0.2125	$ 4.25	$ 4.25	$ 4.25	$ 4.25	$ 0.2125			$ 0.25
Fair value of pre-split					$ 0.2125	$ 0.2125
Granted shares of common stock				5,000						1,760,000
Total non-cash expense	$ 53,125	$ 31,875	$ 212,500	$ 21,250	$ 138,125	$ 21,250	$ 231,043			$ 440,000
Recorded expense has been reversed										$ 440,000
Term of contract							6 months			6 months
Recognized expensed										$ 21,250	$ 21,250
Description of reverse stock split								The Secretary of State of the State of Nevada to affect a 1-for-20 reverse stock split of its common stock, whereby every twenty shares of existing common stock will be converted into one share of new common stock.
Cancelled common shares									150,000
Consulting expense											57,761
Common stock to be issued											36,975
Accrued stock to be issued											194,068
Shares were re-valued price										$ 0.231
Change in fair value										$ 16,895
Amortized to stock for services expense										$ 173,282
Value of shares reduced										40,584
Issuance of shares by the transfer agent										178,000
Sold shares of common stock										477,143
Total cash proceeds										$ 90,000

Preferred Stock (Details)

Preferred Stock (Details) - $ / shares	1 Months Ended	12 Months Ended
	Apr. 30, 2017	Dec. 31, 2018	Dec. 31, 2017
Class A preferred shares [Member]
Preferred Stock (Textual)
Preferred stock, shares authorized		5,000,000	5,000,000
Preferred stock, per value		$ 0.001
Preferred stock, voting rights		1:25 voting rights
Cancelled preferred shares	1,500,000
Class B preferred shares [Member]
Preferred Stock (Textual)
Preferred stock, shares authorized		5,000,000	5,000,000
Preferred stock, per value		$ 0.001
Preferred stock conversion to common stock		Each share of Series B Preferred Stock has a 1:100 voting right and is convertible into 100 shares of common stock
Class C preferred shares [Member]
Preferred Stock (Textual)
Preferred stock, shares authorized		5,000,000	5,000,000
Preferred stock, per value		$ 0.001
Preferred stock conversion to common stock		Each share of Series C Preferred Stock has a 1:50 voting right and is convertible into 50 shares of common stock.

Income Tax (Details)

Income Tax (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Federal income tax benefit attributable to:
Current Operations	$ 87,000	$ 137,000
Less: valuation allowance	(87,000)	(137,000)
Net provision for Federal income taxes

Income Tax (Details 1)

Income Tax (Details 1) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Deferred tax asset attributable to:
Net operating loss carryover	$ 315,000	$ 229,000
Less: valuation allowance	(315,000)	(229,000)
Net deferred tax asset

Income Tax (Details Textual)

Income Tax (Details Textual)	12 Months Ended
	Dec. 31, 2018USD ($)
Income Tax (Textual)
U.S. federal income tax rate	21.00%
Net operating loss carry forwards	$ 315,000
Description of corporate income tax rate	The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21% effective January 1, 2018.
Change in valuation allowance	$ 50,000

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	1 Months Ended
	Jan. 23, 2019	Mar. 23, 2018	Dec. 31, 2018	Aug. 30, 2018	Jul. 09, 2018
Subsequent Events (Textual)
Principal amount			$ 5,000	$ 32,000	$ 45,000
Interest rate of per annum		5.80%	5.00%
Date of due and payable with accrued interest		Apr. 7, 2023
Subsequent Event [Member] | PowerUp [Member]
Subsequent Events (Textual)
Converted into amount of common stock	$ 7,940
Converted into shares of common stock	303,053
Subsequent Event [Member] | One44 Capital LLC [Member]
Subsequent Events (Textual)
Principal amount	$ 100,000
Interest rate of per annum	12.00%
Date of due and payable with accrued interest	Jan. 23, 2020
Description of debt conversion	Power Up has the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate is a 55% of the lowest two trading prices for twenty days prior to the date of conversion.