REMSleep (RMSL) 10-Q 18 May 20 2020 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 11, 2020
Document and Entity Information [Abstract]
Entity Registrant Name	RemSleep Holdings Inc.
Entity Central Index Key	0001412126
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		190,882,266
Entity File Number	000-53450
Entity Incorporation State Country Code	NV

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Current assets:
Cash	$ 253,667	$ 119,574
Inventory deposit	8,000	8,000
Inventory	1,039
Prepaid expenses		7,909
Total current assets	262,706	135,483
Other asset	10,000	10,000
Property and equipment, net	104,197	107,814
Total Assets	376,903	253,297
Current Liabilities:
Accounts payable	241,677	258,198
Accrued compensation	14,000	15,000
Accrued interest	31,806	27,953
Accrued interest - related party	28,045	22,399
Convertible Notes, net of discount of $267,858 and $164,998, respectively	145,742	76,996
Derivative Liability	665,321	626,831
Loan payable - related party	179,191	179,191
Loans payable	55,738	56,556
Total Liabilities	1,361,520	1,263,124
Commitments and Contingencies
STOCKHOLDERS' DEFICIT:
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 172,780,003 and 116,269,466 shares issued and outstanding, respectively	172,778	116,268
Common stock to be issued
Additional paid in capital	4,384,966	4,139,395
Accumulated Deficit	(5,667,361)	(5,390,490)
TOTAL STOCKHOLDERS' DEFICIT	(984,617)	(1,009,827)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	376,903	253,297
Series A preferred stock
STOCKHOLDERS' DEFICIT:
Preferred stock, value	125,000	125,000
Series B preferred stock
STOCKHOLDERS' DEFICIT:
Preferred stock, value
Series C preferred stock
STOCKHOLDERS' DEFICIT:
Preferred stock, value

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Convertible notes, net of discount	$ 267,858	$ 164,998
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	172,780,003	116,269,466
Common stock, shares outstanding	172,780,003	116,269,466
Series A preferred stock
Preferred stock, no par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	4,000,000	4,000,000
Preferred stock, shares outstanding	4,000,000	4,000,000
Series B preferred stock
Preferred stock, no par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued
Series C preferred stock
Preferred stock, no par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Operating Expenses:
Professional fees	$ 9,725	$ 15,500
Compensation - related party	21,000	18,000
General and administrative	48,667	16,369
Total operating expenses	79,392	49,869
Loss from operations	(79,392)	(49,869)
Other expenses:
Interest expense	(14,900)	(10,487)
Discount amortization	(145,740)	(43,953)
Loss on issuance of convertible debt	(186,365)	(125,709)
Change in fair value of derivative	152,875	(361,714)
Total other expense	(194,130)	(541,863)
Loss before income taxes	(273,522)	(591,732)
Provision for income taxes
Net Loss	$ (273,522)	$ (591,732)
Net loss per share, basic and diluted	$ 0	$ (0.12)
Weighted average common shares outstanding, basic and diluted	149,584,188	4,736,389

Condensed Statement of Stockhol

Condensed Statement of Stockholders’ Deficit (Unaudited) - USD ($)	Series A Preferred Stock	Common Stock	Common stock to be issued	Additional Paid-in Capital	Accumulated Deficit	Total
Beginning Balance at Dec. 31, 2018	$ 105,000	$ 4,316	$ 228,604	$ 584,017	$ (1,502,022)	$ (580,085)
Beginning Balance, shares at Dec. 31, 2018	3,500,000	4,315,894
Common stock issued for conversion of debt		$ 1,523		49,604		51,127
Common stock issued for conversion of debt, shares		1,523,291
Net loss					(591,732)	(591,732)
Ending Balance at Mar. 31, 2019	$ 105,000	$ 5,839	228,604	633,621	(2,093,754)	(1,120,690)
Ending Balance, shares at Mar. 31, 2019	3,500,000	5,839,185
Beginning Balance at Dec. 31, 2019	$ 125,000	$ 116,268		4,139,395	(5,390,490)	(1,009,827)
Beginning Balance, shares at Dec. 31, 2019	4,000,000	116,269,466
Common stock issued for conversion of debt		$ 19,741		278,991		298,732
Common stock issued for conversion of debt, shares		19,741,098
Warrants converted to common stock		$ 36,769		(36,769)
Warrants converted to common stock, shares		36,769,439
Warrant down round protection				3,349	(3,349)
Net loss					(273,522)	(273,522)
Ending Balance at Mar. 31, 2020	$ 125,000	$ 172,778		$ 4,384,966	$ (5,667,361)	$ (984,617)
Ending Balance, shares at Mar. 31, 2020	4,000,000	172,780,003

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash Flows from Operating Activities:
Net loss	$ (273,522)	$ (591,732)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation expense	11,117	1,402
Change in fair value of derivative	(152,875)	361,714
Discount amortization	145,740	43,953
Loss on issuance of convertible debt	186,365	125,709
Changes in Operating Assets and Liabilities
Prepaid expenses	7,909	(5,334)
Inventory	(1,039)
Accounts payable	(16,520)	8,484
Accrued officer compensation	(1,000)	3,500
Accrued interest	10,570	4,755
Accrued interest - related party	5,646	5,523
Net cash used in operating activities	(77,589)	(42,026)
Cash Flows from Investing Activities:
Purchase of equipment	(7,500)	(24,490)
Net Cash used in investing activities	(7,500)	(24,490)
Cash Flows from Financing Activities:
Repayment of loans	(818)	(772)
Proceeds from convertible notes payable	220,000	95,000
Net cash provided by financing activities	219,182	94,228
Net increase in cash	134,093	27,712
Cash at beginning of the period	119,574	16,640
Cash at end of the period	253,667	44,352
Supplemental cash flow information:
Interest paid in cash	161
Taxes paid
Supplemental non-cash disclosure:
Common stock issued for conversion of debt	$ 82,233	$ 16,026

Background

Background	3 Months Ended
	Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BACKGROUND	NOTE 1 - BACKGROUND Business Activity REMSleep Holdings, Inc. (the "Company") was incorporated in the State of Nevada on June 6, 2007. On January 5, 2015 the name of the Company was changed to REMSleep Holdings, Inc. and the business model was changed to reflect the new direction of the Company – to develop and distribute products to help people affected by sleep apnea. Effective January 1, 2015, we completed an exchange agreement to purchase 100% of the outstanding interests of REMSleep LLC in exchange for 50,000,000 common shares of REMSleep Holdings, Inc.'s stock, at which time REMSleep LLC became our wholly-owned subsidiary and adopted their business of developing and distributing our sleep apnea products. On January 5, 2015, we changed our name to REMSleep Holdings, Inc. to reflect our new business model.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC"). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company's 10-K for its fiscal year ended December 31, 2019. 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, 2020 and the results of its operations and cash flows for the three months then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year ending December 31, 2020. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph 820-10-35-37") to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company's financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company's notes payable approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates. The following table classifies the Company's liabilities measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2020: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative - - 665,321 152,875 Total $ - $ - $ 665,321 $ 152,875 December 31, 2019: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative - - 626,831 445,318 Total $ - $ - $ 626,831 $ 445,318 Recently Adopted Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Going Concern

Going Concern	3 Months Ended
	Mar. 31, 2020
Going Concern [Abstract]
GOING CONCERN	NOTE 3 - GOING CONCERN The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $5,667,361 at March 31, 2020, had a net loss of $273,522 (including approximately $272,000 on non-cash expense and losses related to convertible debt) and net cash used in operating activities of $77,589 for the three months ended March 31, 2020. The Company's ability to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors over the next twelve months raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. The Company is in the final stages of product development and plans to begin selling its product in 2020. The Company will continue to finance its operations through debt and/or equity financing as needed.

Property & Equipment

Property & Equipment	3 Months Ended
	Mar. 31, 2020
Property, Plant and Equipment [Abstract]
PROPERTY & EQUIPMENT	NOTE 4 - PROPERTY & EQUIPMENT Long lived assets, including property and equipment and certain intangible assets to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets and certain identifiable intangibles to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Property and Equipment and intangible assets are first recorded at cost. Depreciation and/or amortization is computed using the straight-line method over the estimated useful lives of the various classes of assets as follows between three and five years. Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income. Assets stated at cost, less accumulated depreciation consisted of the following: March 31, 2020 December 31, Furniture/fixtures $ 14,904 $ 14,904 Office equipment 7,136 7,136 Automobile 16,979 16,963 Tooling/Molds 112,785 105,301 Less: accumulated depreciation (47,607 ) (36,490 ) Fixed assets, net $ 104,197 $ 107,814 Depreciation expense Depreciation expense for the three months ended March 31, 2020 and 2019 was $11,117 and $1,402, respectively.

Loans Payable

Loans Payable	3 Months Ended
	Mar. 31, 2020
Loan Payable [Abstarct]
LOANS PAYABLE	NOTE 5 - LOANS PAYABLE On October 24, 2017, the Company was notified that a petition had been filed in the Iowa District Court for Polk County by a Mr. John M. Wesson for failure to repay a loan. Mr. Wesson had loaned the Company $30,000 and $20,000 on October 24, 2012 and June 12, 2013, respectively. The loans were to accrue interest at 5%. On April 26, 2018, the Company agreed to repay the loan in full including accrued interest and $5,000 for legal fees. As of March 31, 2020, there is $45,000 and $17,652 of principal and interest due on this loan. As of December 31, 2019, there was $45,000 and $17,901 of principal and interest due on this loan. On March 23, 2018, the Company purchased an automobile. The purchase price was $16,963 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. As of March 31, 2020, the balance on this loan is $10,738.

Convertible Notes

Convertible Notes	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
CONVERTIBLE NOTES	NOTE 6 - CONVERTIBLE NOTES The following table summarizes the convertible notes and related activity as of March 31, 2020: Note Holder Date Maturity Date Interest Balance Additions Conversions Balance Odyssey Capital Funding, LLC 5/3/2019 5/3/2020 12 % 35,000 - (35,000 ) - Armada Investment Fund LLC 5/30/2019 2/29/2020 12 % 20,850 - (20,850 ) - BHP Capital NY Inc. 5/30/2019 2/29/2020 12 % 7,394 - (7,394 ) - Jefferson Street Capital LLC 5/30/2019 2/29/2020 12 % 13,750 - (13,750 ) - Armada Investment Fund LLC 10/4/2019 7/4/2020 12 % 55,000 - - 55,000 BHP Capital NY Inc. 10/4/2019 7/4/2020 12 % 55,000 - - 55,000 Jefferson Street Capital LLC 10/4/2019 7/4/2020 12 % 55,000 - - 55,000 Power Up Lending Group LTD 1/27/2020 1/27/2021 12 % - 168,300 - 168,300 Power Up Lending Group LTD 3/2/2020 3/2/3021 12 % - 80,300 - 80,300 Total $ 241,994 $ 248,600 $ (76,994 ) $ 413,600 Less debt discount (164,998 ) (267,858 ) $ 76,996 $ 145,742 A summary of the activity of the derivative liability for the notes above is as follows: Balance at December 31, 2018 96,110 Increase to derivative due to new issuances 1,955,295 Decrease to derivative due to conversion (979,290 ) Derivative loss due to mark to market adjustment (445,284 ) Balance at December 31, 2019 $ 626,831 Increase to derivative due to new issuances 406,365 Decrease to derivative due to conversion (215,000 ) Derivative loss due to mark to market adjustment (152,875 ) Balance at March 31, 2020 $ 665,321 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 three months ended March 31, 2020 is as follows: Inputs March 31, Initial Stock price $ .0069 $ .0094 - .55 Conversion price $ .003 - .007 $ 003 - .244 Volatility (annual) 330.6 – 374 % 261.04% - 410.61 % Risk-free rate .11% - .17 % .89% - 2.58 % Dividend rate - - Years to maturity .26 - .92 .75 - 1 A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company's derivative liability that are categorized within Level 3 of the fair value hierarchy at the time of conversion is as follows: Inputs Stock price $ .0106 - .0296 Conversion price $ .0034 - .0046 Volatility (annual) 312.5 – 363.9 Risk-free rate 1.54% - 1.56 % Dividend rate - Years to maturity .13 - .35 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

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2020
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 7 - RELATED PARTY TRANSACTIONS The Company has received support from parties related through common ownership and directorship. These loans are unsecured, and due on demand. As of March 31, 2020 and December 31, 2019, the balance due on these loans is $179,191 and $179,191, respectively. Beginning on January 1, 2019, the balance due accrues interest at 12.5%. As of March 31, 2020, total accrued interest is $28,045. The Company executed a new employment agreement with Mr. Wood on April 1, 2019. Per the terms of the agreement Mr. Wood is to be compensated $4,000 per month. The agreement expired on April 1, 2020 and has been renewed for another year. The Company executed an employment agreement with its Chairman, Russell Bird, on January 1, 2019. Per the terms of the agreement, which is effective for one year, Mr. Bird is to be compensated $3,000 per month. As of March 31, 2020, there is $14,000 of accrued compensation due to Mr. Bird. Mr. Bird's employment agreement has been renewed in 2020.

Common Stock

Common Stock	3 Months Ended
	Mar. 31, 2020
Equity [Abstract]
COMMON STOCK	NOTE 8 - COMMON STOCK During the three months ended March 31, 2020 During the three months ended March 31, 2020 During the three months ended March 31, 2020 During the three months ended March 31, 2020 During the three months ended March 31, 2020, 36,769,439 shares of common stock were issued in conversion of 46,675,330 warrants.

Preferred Stock

Preferred Stock	3 Months Ended
	Mar. 31, 2020
Preferred Stock [Abstract]
PREFERRED STOCK	NOTE 9 - PREFERRED STOCK The Company is currently authorized to issue 5,000,000 shares of Series A Preferred Stock, par value $0.001 per share value with 1:25 voting rights. The Series A Preferred Stock ranks equal to the common stock on liquidation, pays no dividend and is convertible to common stock for one share of common for one share of Series A Preferred Stock. The Company is currently authorized to issue 5,000,000 shares of Series B Preferred Stock, par value $0.001 per share. Each share of Series B Preferred Stock has a 1:100 voting right and is convertible into 100 shares of common stock. No dividends will be paid and in the event of liquidation all shares of Series B will automatically convert into common stock. There are no shares of Series B Preferred Stock issued and outstanding. The Company is currently authorized to issue 5,000,000 shares of Series C Preferred Stock, par value $0.001 per share value. Each share of Series C Preferred Stock has a 1:50 voting right and is convertible into 50 shares of common stock. No dividends will be paid and in the event of liquidation all shares of Series C will automatically convert into common stock. There are no shares of Series C Preferred Stock issued and outstanding.

Warrants

Warrants	3 Months Ended
	Mar. 31, 2020
Warrants [Abstract]
WARRANTS	NOTE 10 - WARRANTS On May 30, 2019, the Company issued 1,500,000 warrants in conjunction with convertible debt. The warrants are exercisable for 3 years at $.10 per share. The warrants were evaluated for purposes of classification between liability and equity. The warrants do not contain features that would require a liability classification and are therefore considered equity. The Black Scholes pricing model was used to estimate the fair value of the Warrants issued with the following inputs: Using the fair value calculation, the relative fair value between the debt issued and the warrants was calculated to determine the warrants recorded equity amount of $41,853, accounted for in additional paid in capital. Warrants 1,500,000 Share price $ 0.045 Exercise Price $ 0.07 Term 3 years Volatility 406 % Risk Free Interest Rate 2.0 % Dividend rate - On October 4, 2019, the Company issued 1,500,000 warrants in conjunction with convertible debt. The warrants are exercisable for 3 years at $0.10 per share. The warrants were evaluated for purposes of classification between liability and equity. The warrants do not contain features that would require a liability classification and are therefore considered equity. The Black Scholes pricing model was used to estimate the fair value of the Warrants issued with the following inputs: Using the fair value calculation, the relative fair value between the debt issued and the warrants was calculated to determine the warrants recorded equity amount of $36,606, accounted for in additional paid in capital. The Black Scholes pricing model was used to estimate the fair value of the Warrants issued with the following inputs: Warrants 1,500,000 Share price $ 0.0245 Exercise Price $ 0.10 Term 3 years Volatility 356.53 % Risk Free Interest Rate 1.35 % Dividend rate - On January 22, 2020, the Company issued 63,236,369 additional warrants as part of the down round protection provisions. The adjusted exercise price was $0.00385. The warrants were evaluated for purposes of classification between liability and equity. The warrants do not contain features that would require a liability classification and are therefore considered equity. The Black Scholes pricing model was used to estimate the fair value of the Warrants issued with the following inputs: Warrants 63,236,369 Share price $ 0.0249 Exercise Price $ 0.00385 Term 2.35 – 2.70 years Volatility 392.73 – 410.10% Risk Free Interest Rate 1.52 – 1.53 % Dividend rate - A summary of the status of the Company's outstanding stock warrants and changes during the year is presented below: Activity for the three months ended March 31, 2020 is as follows: Number of Weighted Weighted Aggregate Intrinsic Value Outstanding at December 31, 2019 - $ - - Granted 3,000,000 0.07 2.59 Expired - - - Exercised - - - Outstanding at December 31, 2019 3,000,000 0.07 2.59 Granted 63,236,369 0.00385 2.56 Expired - - - Exercised (46,675,330 ) - - Exercisable at March 31, 2020 19,561,039 $ 0.00385 2.51 $ - Range of Exercise Number Outstanding Weighted Average Remaining Weighted Average $ 0.00385 19,561,039 2.51 years $ 0.00385 The aggregate intrinsic value represents the total pretax intrinsic value, based on warrants with an exercise price less than the Company's stock price as of March 31, 2020, which would have been received by the warrant holder had the warrant holder exercised their warrants as of that date.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2020
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 - 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 than the following. On January 30, 2020, the World Health Organization declared the COVID-19 (coronavirus) outbreak a "Public Health Emergency of International Concern" and on March 10, 2020, declared it to be a pandemic. The virus and actions taken to mitigate its spread have had and are expected to continue to have a broad adverse impact on the economies and financial markets of many countries, including the geographical areas in which the Company operates. The Company continues to execute its business plan. At the present time, the Company can not predict the full impact of the COVID-19 virus on its business. Our projections on spending, product development and milestone achievements are likely to be further revised as new information is obtained. During April 1, 2020, the Company sold 11,000,000 shares of common stock for total cash proceeds of $55,000. The shares were sold pursuant to the offering statement recently filed with the SEC. Subsequent to March 31, 2020, the Company issued 7,105, 263 shares of common stock in conversion of warrants held BHP Capital NY Inc.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
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 Company's 10-K for its fiscal year ended December 31, 2019. 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, 2020 and the results of its operations and cash flows for the three months then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year ending December 31, 2020.
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.
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 broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company's financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company's notes payable approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates. The following table classifies the Company's liabilities measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2020: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative - - 665,321 152,875 Total $ - $ - $ 665,321 $ 152,875 December 31, 2019: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative - - 626,831 445,318 Total $ - $ - $ 626,831 $ 445,318
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Schedule of liabilities measured at fair value on a recurring basis into the fair value hierarchy	Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative - - 665,321 152,875 Total $ - $ - $ 665,321 $ 152,875 December 31, 2019: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative - - 626,831 445,318 Total $ - $ - $ 626,831 $ 445,318

Property & Equipment (Tables)

Property & Equipment (Tables)	3 Months Ended
	Mar. 31, 2020
Property, Plant and Equipment [Abstract]
Schedule of cost, less accumulated depreciation	March 31, 2020 December 31, Furniture/fixtures $ 14,904 $ 14,904 Office equipment 7,136 7,136 Automobile 16,979 16,963 Tooling/Molds 112,785 105,301 Less: accumulated depreciation (47,607 ) (36,490 ) Fixed assets, net $ 104,197 $ 107,814

Convertible Notes (Tables)

Convertible Notes (Tables)	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
Schedule of convertible notes and related activity	Note Holder Date Maturity Date Interest Balance Additions Conversions Balance Odyssey Capital Funding, LLC 5/3/2019 5/3/2020 12 % 35,000 - (35,000 ) - Armada Investment Fund LLC 5/30/2019 2/29/2020 12 % 20,850 - (20,850 ) - BHP Capital NY Inc. 5/30/2019 2/29/2020 12 % 7,394 - (7,394 ) - Jefferson Street Capital LLC 5/30/2019 2/29/2020 12 % 13,750 - (13,750 ) - Armada Investment Fund LLC 10/4/2019 7/4/2020 12 % 55,000 - - 55,000 BHP Capital NY Inc. 10/4/2019 7/4/2020 12 % 55,000 - - 55,000 Jefferson Street Capital LLC 10/4/2019 7/4/2020 12 % 55,000 - - 55,000 Power Up Lending Group LTD 1/27/2020 1/27/2021 12 % - 168,300 - 168,300 Power Up Lending Group LTD 3/2/2020 3/2/3021 12 % - 80,300 - 80,300 Total $ 241,994 $ 248,600 $ (76,994 ) $ 413,600 Less debt discount (164,998 ) (267,858 ) $ 76,996 $ 145,742
Schedule of derivative liability	Balance at December 31, 2018 96,110 Increase to derivative due to new issuances 1,955,295 Decrease to derivative due to conversion (979,290 ) Derivative loss due to mark to market adjustment (445,284 ) Balance at December 31, 2019 $ 626,831 Increase to derivative due to new issuances 406,365 Decrease to derivative due to conversion (215,000 ) Derivative loss due to mark to market adjustment (152,875 ) Balance at March 31, 2020 $ 665,321
Schedule of quantitative information about significant unobservable inputs	Inputs March 31, Initial Stock price $ .0069 $ .0094 - .55 Conversion price $ .003 - .007 $ 003 - .244 Volatility (annual) 330.6 – 374 % 261.04% - 410.61 % Risk-free rate .11% - .17 % .89% - 2.58 % Dividend rate - - Years to maturity .26 - .92 .75 - 1 Inputs Stock price $ .0106 - .0296 Conversion price $ .0034 - .0046 Volatility (annual) 312.5 – 363.9 Risk-free rate 1.54% - 1.56 % Dividend rate - Years to maturity .13 - .35

Warrants (Tables)

Warrants (Tables) - Warrant [Member]	3 Months Ended
	Mar. 31, 2020
Schedule of estimated fair value of the warrants	Warrants 1,500,000 Share price $ 0.045 Exercise Price $ 0.07 Term 3 years Volatility 406 % Risk Free Interest Rate 2.0 % Dividend rate - Warrants 1,500,000 Share price $ 0.0245 Exercise Price $ 0.10 Term 3 years Volatility 356.53 % Risk Free Interest Rate 1.35 % Dividend rate - Warrants 63,236,369 Share price $ 0.0249 Exercise Price $ 0.00385 Term 2.35 – 2.70 years Volatility 392.73 – 410.10% Risk Free Interest Rate 1.52 – 1.53 % Dividend rate -
Schedule of warrant activity	Number of Weighted Weighted Aggregate Intrinsic Value Outstanding at December 31, 2019 - $ - - Granted 3,000,000 0.07 2.59 Expired - - - Exercised - - - Outstanding at December 31, 2019 3,000,000 0.07 2.59 Granted 63,236,369 0.00385 2.56 Expired - - - Exercised (46,675,330 ) - - Exercisable at March 31, 2020 19,561,039 $ 0.00385 2.51 $ - Range of Exercise Number Outstanding Weighted Average Remaining Weighted Average $ 0.00385 19,561,039 2.51 years $ 0.00385

Background (Details)

Background (Details)	3 Months Ended
	Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Exchange agreement, description	Effective January 1, 2015, we completed an exchange agreement to purchase 100% of the outstanding interests of REMSleep LLC in exchange for 50,000,000 common shares of REMSleep Holdings, Inc.'s stock, at which time REMSleep LLC became our wholly-owned subsidiary and adopted their business of developing and distributing our sleep apnea products.

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Derivative, Total Gains and (Losses)	$ 152,875		$ 445,318
Total	152,875	$ (361,714)	445,318
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)	665,321		626,831
Total	$ 665,321		$ 626,831

Going Concern (Details)

Going Concern (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Going Concern (Textual)
Accumulated deficit	$ (5,667,361)		$ (5,390,490)
Net loss	(273,522)	$ (591,732)
Non-cash stock compensation	272,000
Net cash used in operating activities	$ (77,589)	$ (42,026)

Property & Equipment (Details)

Property & Equipment (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Furniture/fixtures	$ 14,904	$ 14,904
Office equipment	7,136	7,136
Automobile	16,979	16,963
Tooling / Molds	112,785	105,301
Less: accumulated depreciation	(47,607)	(36,490)
Fixed assets, net	$ 104,197	$ 107,814

Property & Equipment (Details T

Property & Equipment (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Property, Plant and Equipment (Textual)
Depreciation expense	$ 11,117	$ 1,402

Loans Payable (Details)

Loans Payable (Details) - Loans Payable [Member] - USD ($)	1 Months Ended
	Apr. 26, 2018	Mar. 23, 2018	Mar. 31, 2020	Dec. 31, 2019	Jun. 12, 2013	Oct. 24, 2012
Loaned amount			$ 10,738
Percentage of accrue interest		5.80%	5.00%
Repaid loan for legal fees	$ 5,000
Principal amount			$ 45,000	$ 45,000
Interest due on this loan			$ 17,652	$ 17,901
Purchase price		$ 16,963
Loan matures date		Apr. 7, 2023
Principal and interest per month		$ 327
Mr. Wesson [Member]
Loaned amount					$ 20,000	$ 30,000

Convertible Notes (Details)

Convertible Notes (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Additions	$ 248,600
Converted into amount of common stock	(76,994)
Total	413,600	$ 241,994
Less debt discount	(267,858)	(164,998)
Balance	$ 145,742	76,996
PowerUp Lending Group LTD [Member]
Date	Jan. 27, 2020
Maturity Date	Jan. 27, 2021
Interest	12.00%
Additions	$ 168,300
Converted into amount of common stock
Balance	$ 168,300
Power Up Lending Group LTD 1 [Member]
Date	Mar. 2, 2020
Maturity Date	Mar. 2, 3021
Interest	12.00%
Additions	$ 80,300
Converted into amount of common stock
Balance	$ 80,300
Odyssey Capital Funding, LLC [Member]
Date	May 3, 2019
Maturity Date	May 3, 2020
Interest	12.00%
Additions
Converted into amount of common stock	(35,000)
Balance		35,000
Armada Investment Fund LLC [Member]
Date	May 30, 2019
Maturity Date	Feb. 29, 2020
Interest	12.00%
Additions
Converted into amount of common stock	(20,850)
Balance		20,850
BHP Capital NY Inc. [Member]
Date	May 30, 2019
Maturity Date	Feb. 29, 2020
Interest	12.00%
Additions
Converted into amount of common stock	(7,394)
Balance		7,394
Jefferson Street Capital LLC [Member]
Date	May 30, 2019
Maturity Date	Feb. 29, 2020
Interest	12.00%
Additions
Converted into amount of common stock	(13,750)
Balance		13,750
Armada Investment Fund LLC 1 [Member]
Date	Oct. 4, 2019
Maturity Date	Jul. 4, 2020
Interest	12.00%
Additions
Converted into amount of common stock
Balance	$ 55,000	55,000
BHP Capital NY Inc. 1 [Member]
Date	Oct. 4, 2019
Maturity Date	Jul. 4, 2020
Interest	12.00%
Additions
Converted into amount of common stock
Balance	$ 55,000	55,000
Jefferson Street Capital LLC 1 [Member]
Date	Oct. 4, 2019
Maturity Date	Jul. 4, 2020
Interest	12.00%
Additions
Converted into amount of common stock
Balance	$ 55,000	$ 55,000

Convertible Notes (Details 1)

Convertible Notes (Details 1) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
Beginning, balance	$ 626,831	$ 96,110
Increase to derivative due to new issuances	406,365	1,955,295
Decrease to derivative due to conversion	(215,000)	(979,290)
Derivative loss due to mark to market adjustment	(152,875)	(445,284)
Ending, balance	$ 665,321	$ 626,831

Convertible Notes (Details 2)

Convertible Notes (Details 2)	3 Months Ended
	Mar. 31, 2020$ / shares
Dividend rate
Initial Valuation [Member]
Dividend rate
Minimum [Member]
Stock price	$ .0106
Conversion price	$ .0034
Volatility (annual)	31250.00%
Risk-free rate	1.54%
Years to maturity	1 month 16 days
Minimum [Member] | Initial Valuation [Member]
Stock price	$ .0094
Conversion price	$ 3
Volatility (annual)	261.04%
Risk-free rate	0.89%
Years to maturity	9 months
Maximum [Member]
Stock price	$ .0296
Conversion price	$ .0046
Volatility (annual)	36390.00%
Risk-free rate	1.56%
Years to maturity	4 months 6 days
Maximum [Member] | Initial Valuation [Member]
Stock price	$ 0.55
Conversion price	$ 0.244
Volatility (annual)	410.61%
Risk-free rate	2.58%
Years to maturity	1 year
Time of conversion [Member] | Level 3 [Member]
Stock price	$ .0069
Dividend rate
Time of conversion [Member] | Level 3 [Member] | Minimum [Member]
Conversion price	$ .003
Volatility (annual)	330.60%
Risk-free rate	0.11%
Years to maturity	3 months 4 days
Time of conversion [Member] | Level 3 [Member] | Maximum [Member]
Conversion price	$ .007
Volatility (annual)	374.00%
Risk-free rate	17.00%
Years to maturity	11 months 1 day

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended	3 Months Ended
	Jan. 02, 2019	Mar. 31, 2020	Dec. 31, 2019
Related Party Transactions (Textual)
Due to shareholder		$ 179,191	$ 179,191
Balance due will accrue interest	12.50%
Total accrued interest		28,045
April 1, 2019 [Member] | Mr. Wood [Member]
Related Party Transactions (Textual)
Related party amount compensated per month		$ 4,000
Expired date		Apr. 1, 2020
January 1, 2019 [Member] | Russell Bird [Member]
Related Party Transactions (Textual)
Related party amount compensated per month		$ 3,000
Accrued compensation		$ 14,000

Common Stock (Details)

Common Stock (Details)	3 Months Ended
	Mar. 31, 2020USD ($)shares
Common Stock (Textual)
Converted into amount of common stock	$ 76,994
Common Stock [Member]
Common Stock (Textual)
Common stock issued for conversion of debt, shares | shares	46,675,330
Sold shares of common stock | shares	36,769,439
Armada Capital Partners LLC [Member] | Common Stock [Member]
Common Stock (Textual)
Converted into amount of common stock	$ 20,850
Principal and interest	$ 110
Converted into shares of common stock | shares	5,202,346
BHP Capital NY Inc. [Member]
Common Stock (Textual)
Converted into amount of common stock	$ 7,394
BHP Capital NY Inc. [Member] | Common Stock [Member]
Common Stock (Textual)
Converted into amount of common stock	7,394
Principal and interest	$ 35
Converted into shares of common stock | shares	1,919,620
Jefferson Street Capital LLC [Member]
Common Stock (Textual)
Converted into amount of common stock	$ 13,750
Jefferson Street Capital LLC [Member] | Common Stock [Member]
Common Stock (Textual)
Converted into amount of common stock	13,750
Principal and interest	$ 2,205
Converted into shares of common stock | shares	3,989,090
Odyssey Capital Funding LLC [Member]
Common Stock (Textual)
Converted into amount of common stock	$ 35,000
Odyssey Capital Funding LLC [Member] | Common Stock [Member]
Common Stock (Textual)
Converted into amount of common stock	35,000
Principal and interest	$ 2,890
Converted into shares of common stock | shares	8,630,042

Preferred Stock (Details)

Preferred Stock (Details) - $ / shares	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Series A Preferred Stock [Member]
Preferred stock (Textual)
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock par value	$ 0.001
Description of voting rights	The Company is currently authorized to issue 5,000,000 shares of Series A Preferred Stock, par value $0.001 per share value with 1:25 voting rights. The Series A Preferred Stock ranks equal to the common stock on liquidation, pays no dividend and is convertible to common stock for one share of common for one share of Series A Preferred Stock.
Series B Preferred Stock [Member]
Preferred stock (Textual)
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock par value	$ 0.001
Description of voting rights	The Company is currently authorized to issue 5,000,000 shares of Series B Preferred Stock, par value $0.001 per share. Each share of Series B Preferred Stock has a 1:100 voting right and is convertible into 100 shares of common stock. No dividends will be paid and in the event of liquidation all shares of Series B will automatically convert into common stock. There are no shares of Series B Preferred Stock issued and outstanding.
Series C Preferred Stock [Member]
Preferred stock (Textual)
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock par value	$ 0.001
Description of voting rights	The Company is currently authorized to issue 5,000,000 shares of Series C Preferred Stock, par value $0.001 per share value. Each share of Series C Preferred Stock has a 1:50 voting right and is convertible into 50 shares of common stock. No dividends will be paid and in the event of liquidation all shares of Series C will automatically convert into common stock. There are no shares of Series C Preferred Stock issued and outstanding.

Warrants (Details)

Warrants (Details) - $ / shares	1 Months Ended			3 Months Ended	12 Months Ended
	Jan. 22, 2020	Oct. 04, 2019	May 30, 2019	Mar. 31, 2020	Dec. 31, 2019
Warrants				19,561,039
Warrant [Member]
Warrants	63,236,369	1,500,000	1,500,000	63,236,369	3,000,000
Share price	$ 0.0249	$ 0.0245	$ 0.045
Exercise Price	$ 0.00385	$ 0.10	$ 0.07
Term		3 years	3 years
Volatility		356.53%	406.00%
Risk Free Interest Rate		1.35%	2.00%
Dividend rate
Warrant [Member] | Minimum [Member]
Term	2 years 4 months 6 days
Volatility	392.73%
Risk Free Interest Rate	1.52%
Warrant [Member] | Maximum [Member]
Term	2 years 8 months 12 days
Volatility	410.10%
Risk Free Interest Rate	1.53%

Warrants (Details 1)

Warrants (Details 1) - USD ($)	1 Months Ended			3 Months Ended	12 Months Ended
	Jan. 22, 2020	Oct. 04, 2019	May 30, 2019	Mar. 31, 2020	Dec. 31, 2019
Number of Warrants
Granted				19,561,039
Weighted Average Exercise Price
Granted				$ 0.00385
Weighted Average Remaining Contract Term
Granted				2 years 6 months 3 days
Warrant [Member]
Number of Warrants
Outstanding	3,000,000			3,000,000
Granted	63,236,369	1,500,000	1,500,000	63,236,369	3,000,000
Expired
Exercised				(46,675,330)
Exercisable				19,561,039	3,000,000
Weighted Average Exercise Price
Outstanding	$ 0.07			$ 0.07
Granted				0.00385	0.07
Expired
Exercised
Exercisable				$ 0.00385	$ 0.07
Weighted Average Remaining Contract Term
Granted				2 years 6 months 21 days	2 years 7 months 2 days
Exercisable				2 years 6 months 3 days	2 years 7 months 2 days
Aggregate Intrinsic Value
Exercisable

Warrants (Details 2)

Warrants (Details 2)	3 Months Ended
	Mar. 31, 2020$ / sharesshares
Warrants [Abstract]
Range of Exercise Prices	$ 0.00385
Number Outstanding | shares	19,561,039
Weighted Average Remaining Contractual Life	2 years 6 months 3 days
Weighted Average Exercise Price	$ 0.00385

Warrants (Details Textual)

Warrants (Details Textual) - Warrant [Member] - USD ($)	1 Months Ended
	Jan. 22, 2020	Oct. 04, 2019	May 30, 2019
Issuance of warrants	$ 63,236,369	$ 1,500,000	$ 1,500,000
Warrants exercisable term		3 years	3 years
Exercise price per share	$ 0.00385	$ 0.10	$ 0.07
Fair value between the debt issued and the warrants		$ 36,606	$ 41,853

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Apr. 01, 2020	Mar. 31, 2020
BHP Capital NY Inc. [Member]
Subsequent Events (Textual)
Sale of common stock		7,105,263
Subsequent Event [Member]
Subsequent Events (Textual)
Total cash proceeds	$ 55,000
Sale of common stock	11,000,000