REMSleep (RMSL) 10-Q 18 Aug 23 2023 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Aug. 16, 2023
Document Information Line Items
Entity Registrant Name	REMSLEEP HOLDINGS, INC.
Trading Symbol	RMSL
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		1,461,616,601
Amendment Flag	false
Entity Central Index Key	0001412126
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-53450
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	47-5386867
Entity Address, Address Line One	14175 Icot Boulevard
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Clearwater
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33760
City Area Code	813
Local Phone Number	813-367-3855
Entity Interactive Data Current	Yes
Title of 12(b) Security	Common
Security Exchange Name	NONE

Balance Sheets

Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 1,082,261	$ 1,841,988
Accounts receivable	50,767	11,698
Prepaid	15,000
Inventory	935,966	1,056,007
Total current assets	2,083,994	2,909,693
Other asset	10,000	10,000
Right of use asset	240,511	303,227
Property and equipment, net	218,726	137,980
Total Assets	2,553,231	3,360,900
Current Liabilities:
Accounts payable	14,021	54,845
Accrued compensation	54,000	52,000
Accrued interest – related party		90,119
Loan payable – related party		179,191
Due to a related party		4,740
Operating lease liability – current portion	104,010	93,241
Total current liabilities	172,031	474,136
Long Term Liabilities
Operating lease liability – net of current portion	122,119	178,226
Total Liabilities	294,150	652,362
Commitments and Contingencies
STOCKHOLDERS’ EQUITY (DEFICIT):
Series A preferred stock, $0.001 par value, 5,000,000 shares authorized, 5,000,000 and issued and outstanding	5,000	5,000
Series B preferred stock, $0.001 par value, 5,000,000 shares authorized, 500,000 shares issued	500	500
Series C preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued
Common stock, $0.001 par value, 3,000,000,000 shares authorized, 1,461,616,601 shares issued and outstanding	1,461,615	1,461,615
Discount to common stock	(94,708)	(94,708)
Additional paid in capital	13,751,052	13,751,052
Accumulated Deficit	(12,864,378)	(12,414,921)
Total Stockholders’ Equity (Deficit)	2,259,081	2,708,538
Total Liabilities and Stockholders’ Equity (Deficit)	$ 2,553,231	$ 3,360,900

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	3,000,000,000	3,000,000,000
Common stock, shares issued	1,461,616,601	1,461,616,601
Common stock, shares outstanding	1,461,616,601	1,461,616,601
Series A Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	5,000,000	5,000,000
Preferred stock, shares outstanding	5,000,000	5,000,000
Series B Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	500,000	500,000
Series C Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenue	$ 58,660	$ 119,670	$ 144,315	$ 119,670
Cost of goods sold	50,062	89,760	123,638	89,760
Gross margin	8,598	29,910	20,677	29,910
Operating Expenses:
Professional fees	29,810	59,965	47,702	85,965
Compensation expense – related party	52,000	72,000	112,000	93,000
Development expense	48,930	38,051	75,712	63,718
Lease expense	23,195	29,864	69,499	29,864
General and administrative	76,054	174,673	158,131	256,564
Total operating expenses	229,989	374,553	463,044	529,111
Loss from operations	(221,391)	(344,643)	(442,367)	(499,201)
Other expense:
Interest expense	(1,807)	(52,430)	(7,090)	(226,078)
Loss on disposal of fixed assets		28,264		28,264
Change in fair value of derivative		(14,955)		(3,048)
Total other expense	(1,807)	(95,649)	(7,090)	(257,390)
Loss before income taxes	(223,198)	(440,292)	(449,457)	(756,591)
Provision for income taxes
Net Loss	$ (223,198)	$ (440,292)	$ (449,457)	$ (756,591)
Net loss per share, basic (in Dollars per share)	$ 0	$ 0	$ 0	$ 0
Weighted average common shares outstanding, basic (in Shares)	1,461,616,601	1,425,593,411	1,461,616,601	1,421,988,701

Statements of Operations (Una_2

Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Net loss per share, diluted (in Dollars per share)	$ 0	$ 0	$ 0	$ 0
Weighted average common shares outstanding, diluted (in Shares)	1,461,616,601	1,425,593,411	1,461,616,601	1,421,988,701

Statements of Changes in Stockh

Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($)	Series A Preferred Stock	Series B Preferred Stock	Common Stock	Discount to Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021	$ 5,000	$ 500	$ 1,234,006	$ (94,708)	$ 11,865,439	$ (10,391,615)	$ 2,618,622
Balance (in Shares) at Dec. 31, 2021	5,000,000	500,000	1,234,008,735
Common stock issued for conversion of debt			$ 34,801		505,036		539,837
Common stock issued for conversion of debt (in Shares)			34,799,374
Common stock issued for cash			$ 114,000		741,000		855,000
Common stock issued for cash (in Shares)			114,000,000
Warrants converted to common stock			$ 70,128		70,128
Warrants converted to common stock (in Shares)			70,128,204
Net Loss						(316,299)	(316,299)
Balance at Mar. 31, 2022	$ 5,000	$ 500	$ 1,452,935	(94,708)	13,041,347	(10,707,914)	3,697,160
Balance (in Shares) at Mar. 31, 2022	5,000,000	500,000	1,452,936,313
Common stock issued for conversion of debt			$ 8,680		172,973		181,653
Common stock issued for conversion of debt (in Shares)			8,680,288
Net Loss						(440,292)	(440,292)
Balance at Jun. 30, 2022	$ 5,000	$ 500	$ 1,461,615	(94,708)	13,041,347	(11,148,206)	3,438,521
Balance (in Shares) at Jun. 30, 2022	5,000,000	500,000	1,461,616,601
Balance at Dec. 31, 2022	$ 5,000	$ 500	$ 1,461,615	(94,708)	13,751,052	(12,414,921)	2,708,538
Balance (in Shares) at Dec. 31, 2022	5,000,000	500,000	1,461,616,601
Net Loss						(226,259)	(226,259)
Balance at Mar. 31, 2023	$ 5,000	$ 500	$ 1,461,615	(94,708)	13,751,052	(12,641,180)	2,482,279
Balance (in Shares) at Mar. 31, 2023	5,000,000	500,000	1,461,616,601
Net Loss						(223,198)	(223,198)
Balance at Jun. 30, 2023	$ 5,000	$ 500	$ 1,461,615	$ (94,708)	$ 13,751,052	$ (12,864,378)	$ 2,259,081
Balance (in Shares) at Jun. 30, 2023	5,000,000	500,000	1,461,616,601

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net loss	$ (449,457)	$ (756,591)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	47,704	34,220
Change in fair value of derivative		3,048
Discount amortization		206,157
Loss on disposal of fixed assets		28,264
Operating lease expense	17,378	2,091
Changes in Operating Assets and Liabilities:
Accounts receivable	(39,069)	(6,870)
Prepaids and other assets	(15,000)	(70,656)
Inventory	120,041	(1,214,637)
Accounts payable	(40,824)	23,154
Deferred lease liability		9,229
Accrued compensation – related party	2,000	5,000
Accrued interest		(13,521)
Accrued interest – related party	(90,119)	11,302
Net cash used by operating activities	(447,346)	(1,739,810)
Cash Flows from Investing Activities:
Purchase of property and equipment	(128,450)	(71,462)
Net cash used by investing activities	(128,450)	(71,462)
Cash Flows from Financing Activities:
Repayment of loans		(45,000)
Repayment of loans – related party	(183,931)
Cash advance – related party		11,076
Proceeds from sale of common stock		855,000
Net cash (used) provided by financing activities	(183,931)	821,076
Net change in cash	(759,727)	(990,196)
Cash at beginning of the period	1,841,988	3,383,568
Cash at end of the period	1,082,261	2,393,372
Supplemental cash flow information:
Interest paid in cash		22,140
Taxes paid
Supplemental non-cash disclosure:
Common stock issued for conversion of note payable principal and accrued interest		427,730
Establish right of use asset		$ 328,803

Background

Background	6 Months Ended
	Jun. 30, 2023
Background [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. On May 30, 2015 REMSleep LLC was formally merged into REMSleep Holdings, Inc.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2023
Summary of Significant 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, 2022. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of June 30, 2023, and the results of its operations and cash flows for the six 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, 2023. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. 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. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). As of June 30, 2023, the Company had $832,261 of cash above the FDIC’s $250,000 coverage limit. 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 periods ended June 30, 2023 and December 31, 2022. Property and Equipment 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. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Leasehold improvements are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When 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. Basic and Diluted Earnings Per Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. Diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share. As of June 30, 2023, the Company had approximately 15,000,000 potentially dilutive shares from Series A preferred stock and 50,000,000 from Series B preferred stock. As of June 30, 2022, the Company had 139,714,286 potentially dilutive shares of common stock warrants, 5,000,000 shares from Series A preferred stock and 50,000,000 from Series B preferred stock. Stock-based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates. Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps: ● Identification of a contract with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied. All orders are received online at which time payment is made. When payment is approved the product is shipped. When the product ships control of the promised goods is transferred to the customers and the revenue is recognized. Warranties The Company is currently selling its ResPlus Auto CPAP Machine (“ResPlus”). The ResPlus is imported by the Company and sold primarily to Durable Medical Equipment companies to patients with sleep apnea. The manufacturer warranties the unit for 2 years parts and labor. During the last twelve months the Company has received back eight units for warranty repair, out of approximately 1,000 units sold. As of June 30, 2023, there is no accrual for warranty expense due to the low cost of replacement to date. If returns are to increase, management will determine if it needs to account for the cost of returns and establish a warranty accrual. Accounts Receivable Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value when needed. As of June 30 Inventories Inventories are stated at the lower of cost or net realizable value. Inventory on hand consists of finished goods purchased from third parties. When there is evidence that the inventory’s value is less than original cost, the inventory is reduced to market value. We determine market value on current resale amounts and whether technological obsolescence exists. Recently Adopted Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Going Concern

Going Concern	6 Months Ended
	Jun. 30, 2023
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 $12,864,378 at June 30, 2023, had a net loss of $449,457 and net cash used in operating activities of $447,346 for the six months ended June 30, 2023. The Company’s ability to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors over the next twelve months raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. The Company has completed its initial product development and has begun selling its product in Q2 of 2022. In addition, the Company has been in the process of obtaining its 510k for its DeltaWave product. FDA approval is expected by the fourth quarter of 2023. The Company will continue to finance its operations through debt and/or equity financing as needed. The industry in which we operate depends heavily upon our ability to obtain raw materials and manufacture our product as well as the overall level of consumer and business spending. We currently use only one supplier for most of our products. A sustained deterioration in general economic conditions (including distress in financial markets, turmoil in specific economies around the world, public health crises, and additional government intervention), particularly in the United States, may have a negative financial impact to our Company. Adverse conditions as a result of the global COVID-19 outbreak, have and may continue to impact our manufacturing processes and ultimately our ability to sell our product.

Property & Equipment

Property & Equipment	6 Months Ended
	Jun. 30, 2023
Property & 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: June 30, December 31, Furniture/fixtures $ 39,746 $ 39,746 Office equipment 43,780 43,780 Automobile 29,905 29,905 Tooling/Molds 214,454 86,005 Less: accumulated depreciation (109,159 ) (61,456 ) Fixed assets, net $ 218,726 $ 137,980 Depreciation expense Depreciation expense for the six months ended June 30, 2023 and 2022 was $47,704 and $34,220, respectively. F-8

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 - RELATED PARTY TRANSACTIONS The Company has received support from its Chairman, Russell Bird through a series of loans prior to 2019 for a total loan of $179,191. The loan is unsecured and due on demand. During the three months ended March 31, 2023, the Company repaid $100,000 of the loan. On June 14, 2023, the company repaid $79,191 and $97,209 of principal and interest, respectively, paying the loan back in full. As of June 30, 2023 and December 31, 2022, the balance due is $0 and $179,191, respectively. Beginning on January 1, 2019, the balance due accrues interest at 12.5%. As of June 30, 2023 and December 31, 2022, total accrued interest is $0 and $90,119, respectively. The Company executed a new employment agreement with Mr. Wood on April 1, 2022. Per the terms of the agreement Mr. Wood is to be compensated $8,000 per month. As of June 30, 2023 and December 31, 2022, there is $8,000 and $2,000 of accrued compensation, respectively, due to Mr. Wood. During the six months ended June 30, 2023 and 2022, cash payments of $42,000 and $36,000, respectively, were paid to Mr. Wood. The Company executed a new employment agreement with its Chairman, Russell Bird, on April 1, 2022. Per the terms of the agreement, which is effective for one year, Mr. Bird is to be compensated $8,000 per month. As of June 30, 2023 and December 31, 2022, there is $46,000 and $50,000 of accrued compensation, respectively, due to Mr. Bird. During the six months ended June 30, 2023 and 2022, cash payments of $44,000 and $28,000, respectively, were paid to Mr. Bird. Effective June 1, 2023, Mr. Bird resigned from all positions with the Company. The Company has entered into an at-will consulting agreement with Jonathan Lane to serve as Chief Technology Officer. During the six months ended June 30, 2023 and 2022, the Company made cash payments to Mr. Lane of $24,000 and $14,000, respectively. During the six months ended June 30, 2023 and 2022, the Company paid $13,000 and $7,500, respectively, to the brother of the CEO for services related to development of the Company’s product. During the six months ended June 30, 2023 and 2022, the Company paid $0 and $4,000, respectively, to the son of the CEO for website design services.

Operating Leases

Operating Leases	6 Months Ended
	Jun. 30, 2023
Operating Leases [Abstract]
OPERATING LEASES	NOTE 6 - OPERATING LEASES The Company entered into a Lease Agreement (the “Lease”) with 14175 Icot Blvd, LLC (the “Lessor”), effective May 1, 2022, relating to approximately 9,677 square feet of property located at 14175 Icot Blvd, Clearwater, FL 33760. The term of the Lease is for thirty-six (36) months commencing May 1, 2022. The monthly base rent, including tax is $8,686.71 for the first twelve (12) months increasing thereafter to $9,034.17 for the next 12 months and to $12,287.63 for the last 12 months. The Company paid $69,494 of advanced rent. The advance rent is to be allocated equally over the first two years of the lease. In February 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-02, Leases Leases Adoption of Accounting Standard Update (“ASU”) 2016-02, Leases Asset Balance Sheet Classification June 30, Operating lease asset Right of use asset $ 240,511 Total lease asset $ 240,511 Liability Operating lease liability – current portion Current operating lease liability $ 104,010 Operating lease liability – noncurrent portion Long-term operating lease liability 122,119 Total lease liability $ 226,129 Lease obligations at June 30 consisted of the following: For the year ended December 31: 2023 $ 56,895 2024 134,438 2025 49,151 Total payments $ 264,549 Amount representing interest $ (14,355 ) Lease obligation, net 226,129 Less current portion (104,010 ) Lease obligation – long term $ 122,119 The operating lease expense for the above agreement for the was $69,500 which consisted of amortization expense of $43,613, $18,298 of prepaid rent and interest expense of $7,589. During the six months ended June 30, 2023, the Company also incurred $11,095 of rent expense for an apartment used by Company personnel. The apartment is a monthly, short-term rental.

Preferred Stock

Preferred Stock	6 Months Ended
	Jun. 30, 2023
Preferred Stock [Abstract]
PREFERRED STOCK	NOTE 7 - 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 500,000 shares of Series B Preferred Stock issued and outstanding. The Company is currently authorized to issue 5,000,000 shares of Series C Preferred Stock, par value $0.001 per share value. Each share of Series C Preferred Stock has a 1:50 voting right and is convertible into 50 shares of common stock. No dividends will be paid and in the event of liquidation all shares of Series C will automatically convert into common stock. There are no shares of Series C Preferred Stock issued and outstanding.

Warrants

Warrants	6 Months Ended
	Jun. 30, 2023
Warrants [Abstract]
WARRANTS	NOTE 8 - WARRANTS Number of Weighted Weighted Aggregate Exercisable at December 31, 2021 226,500,000 $ 0.0013 3.78 $ — Granted (1) 6,000,000 $ — — $ — Expired — $ — — $ — Exercised (60,000,000 ) $ — — $ — Exercisable at December 31, 2022 172,500,000 $ 0.0104 3.14 $ 1,665,500 Granted — $ — — $ — Expired — $ — — $ — Cancelled — $ — — $ — Exercisable at June 30, 2023 (2) 172,500,000 $ — — $ — (1) The outstanding warrants include an anti-dilutive clause requiring adjustment to the exercise price for any reason outlined in the agreement. The number of warrant shares is increased so that the aggregated exercise price is equal to the original exercise price. The fair value of any additional warrants is recognized as a deemed dividend. (2) The Company received a Settlement and Mutual Release Agreement, effective July 6, 2023, from Granite Global Value Investments Ltd, that cancels all remaining warrants with the Company.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 9 - COMMITMENTS AND CONTINGENCIES The Company has been in the process of obtaining its 510k for DeltaWave. This requires a myriad of tests to prove to the FDA that the device is safe and effective. The company has diligently carried out these tests through independent testing labs. There have been no issues aside from a negative result on a cytotoxicity test due to incorrect procedures performed by a third-party lab. This roadblock has required the company to perform a retest. The company has failed the retest due to what is believed to be a faulty analysis by the testing company. The company believes they can narrow down the exact part of the device that is failing the test and quickly resolve this matter. The company has engaged a new testing company appropriately suited for the Company’s specific testing requirements. Testing is expected to be completed in the third quarter. The 510K will be submitted immediately after testing is completed.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2023
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.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2023
Summary of Significant 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, 2022. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of June 30, 2023, and the results of its operations and cash flows for the six 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, 2023.
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. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). As of June 30, 2023, the Company had $832,261 of cash above the FDIC’s $250,000 coverage limit.
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 periods ended June 30, 2023 and December 31, 2022.
Property and Equipment	Property and Equipment 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. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Leasehold improvements are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When 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.
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. Diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share. As of June 30, 2023, the Company had approximately 15,000,000 potentially dilutive shares from Series A preferred stock and 50,000,000 from Series B preferred stock. As of June 30, 2022, the Company had 139,714,286 potentially dilutive shares of common stock warrants, 5,000,000 shares from Series A preferred stock and 50,000,000 from Series B preferred stock.
Stock-based Compensation	Stock-based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods.
Fair Value of Financial Instruments	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.
Revenue Recognition	Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps: ● Identification of a contract with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied. All orders are received online at which time payment is made. When payment is approved the product is shipped. When the product ships control of the promised goods is transferred to the customers and the revenue is recognized.
Warranties	Warranties The Company is currently selling its ResPlus Auto CPAP Machine (“ResPlus”). The ResPlus is imported by the Company and sold primarily to Durable Medical Equipment companies to patients with sleep apnea. The manufacturer warranties the unit for 2 years parts and labor. During the last twelve months the Company has received back eight units for warranty repair, out of approximately 1,000 units sold. As of June 30, 2023, there is no accrual for warranty expense due to the low cost of replacement to date. If returns are to increase, management will determine if it needs to account for the cost of returns and establish a warranty accrual.
Accounts Receivable	Accounts Receivable Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value when needed. As of June 30
Inventories	Inventories Inventories are stated at the lower of cost or net realizable value. Inventory on hand consists of finished goods purchased from third parties. When there is evidence that the inventory’s value is less than original cost, the inventory is reduced to market value. We determine market value on current resale amounts and whether technological obsolescence exists.
Recently Adopted Accounting Pronouncements	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.

Property & Equipment (Tables)

Property & Equipment (Tables)	6 Months Ended
	Jun. 30, 2023
Property & Equipment [Abstract]
Schedule of Property and Equipment, Stated at Cost, Less Accumulated Depreciation	Assets stated at cost, less accumulated depreciation consisted of the following: June 30, December 31, Furniture/fixtures $ 39,746 $ 39,746 Office equipment 43,780 43,780 Automobile 29,905 29,905 Tooling/Molds 214,454 86,005 Less: accumulated depreciation (109,159 ) (61,456 ) Fixed assets, net $ 218,726 $ 137,980

Operating Leases (Tables)

Operating Leases (Tables)	6 Months Ended
	Jun. 30, 2023
Operating Leases [Abstract]
Schedule of Right-of-Use (“ROU”) Assets and Operating Lease Liabilities	Adoption of Accounting Standard Update (“ASU”) 2016-02, Leases Asset Balance Sheet Classification June 30, Operating lease asset Right of use asset $ 240,511 Total lease asset $ 240,511 Liability Operating lease liability – current portion Current operating lease liability $ 104,010 Operating lease liability – noncurrent portion Long-term operating lease liability 122,119 Total lease liability $ 226,129
Schedule of Lease Obligations	Lease obligations at June 30 consisted of the following: For the year ended December 31: 2023 $ 56,895 2024 134,438 2025 49,151 Total payments $ 264,549 Amount representing interest $ (14,355 ) Lease obligation, net 226,129 Less current portion (104,010 ) Lease obligation – long term $ 122,119

Warrants (Tables)

Warrants (Tables)	6 Months Ended
	Jun. 30, 2023
Warrants [Abstract]
Schedule of Outstanding Stock Warrants	Number of Weighted Weighted Aggregate Exercisable at December 31, 2021 226,500,000 $ 0.0013 3.78 $ — Granted (1) 6,000,000 $ — — $ — Expired — $ — — $ — Exercised (60,000,000 ) $ — — $ — Exercisable at December 31, 2022 172,500,000 $ 0.0104 3.14 $ 1,665,500 Granted — $ — — $ — Expired — $ — — $ — Cancelled — $ — — $ — Exercisable at June 30, 2023 (2) 172,500,000 $ — — $ — (1) The outstanding warrants include an anti-dilutive clause requiring adjustment to the exercise price for any reason outlined in the agreement. The number of warrant shares is increased so that the aggregated exercise price is equal to the original exercise price. The fair value of any additional warrants is recognized as a deemed dividend. (2) The Company received a Settlement and Mutual Release Agreement, effective July 6, 2023, from Granite Global Value Investments Ltd, that cancels all remaining warrants with the Company.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details)	6 Months Ended
	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 shares
Summary of Significant Accounting Policies (Details) [Line Items]
Cash (in Dollars) | $	$ 832,261
Federal depository insurance coverage limit (in Dollars) | $	250,000
Fixed assets Cost (in Dollars) | $	$ 2,000
Dilutive shares of common stock warrants		139,714,286
Warrants term	2 years
Total number of units sold	1,000
Series A Preferred Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Dilutive shares	15,000,000
Common stock warrants		5,000,000
Series B Preferred Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock warrants	50,000,000	50,000,000

Going Concern (Details)

Going Concern (Details)	6 Months Ended
	Jun. 30, 2023 USD ($)
Going Concern [Abstract]
Accumulated deficit	$ 12,864,378
Net loss	449,457
Net cash used in operating activities	$ 447,346

Property & Equipment (Details)

Property & Equipment (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Property & Equipment (Details) [Line Items]
Depreciation expense	$ 47,704	$ 34,220
Minimum [Member]
Property & Equipment (Details) [Line Items]
Estimated useful lives	3 years
Maximum [Member]
Property & Equipment (Details) [Line Items]
Estimated useful lives	5 years

Property & Equipment (Details)

Property & Equipment (Details) - Schedule of Property and Equipment, Stated at Cost, Less Accumulated Depreciation - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Schedule of Property and Equipment, Stated at Cost, Less Accumulated Depreciation [Abstract]
Furniture/fixtures	$ 39,746	$ 39,746
Office equipment	43,780	43,780
Automobile	29,905	29,905
Tooling/Molds	214,454	86,005
Less: accumulated depreciation	(109,159)	(61,456)
Fixed assets, net	$ 218,726	$ 137,980

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)			3 Months Ended	6 Months Ended
	Jul. 14, 2023	Jan. 01, 2019	Mar. 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Related Party Transactions (Details) [Line Items]
Total loan				$ 179,191
Repaid loan amount			$ 100,000
Principal amount	$ 79,191
Interest amount	$ 97,209
Balance due loans				0		$ 179,191
Balance due accrues interest		12.50%
Total accrued interest				$ 0		90,119
Agreement term				1 year
Technology Service [Member]
Related Party Transactions (Details) [Line Items]
Company paid				$ 13,000	$ 7,500
Mr. Wood [Member]
Related Party Transactions (Details) [Line Items]
Compensated per month				8,000
Accrued compensation				8,000		2,000
Cash payments				42,000	36,000
Mr. Bird [Member]
Related Party Transactions (Details) [Line Items]
Compensated per month				8,000
Accrued compensation				46,000		$ 50,000
Cash payments				44,000	28,000
Mr. Lane [Member]
Related Party Transactions (Details) [Line Items]
Cash payment				24,000	14,000
Chief Executive Officer [Member] | Technology Service [Member]
Related Party Transactions (Details) [Line Items]
Company paid				$ 0	$ 4,000

Operating Leases (Details)

Operating Leases (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	May 01, 2022
Operating Leases [Abstract]
Description of lease agreement	The Company entered into a Lease Agreement (the “Lease”) with 14175 Icot Blvd, LLC (the “Lessor”), effective May 1, 2022, relating to approximately 9,677 square feet of property located at 14175 Icot Blvd, Clearwater, FL 33760.
Monthly base rent first twelve months	$ 8,686.71
Monthly base rent next twelve months	9,034.17
Monthly base rent last twelve months	12,287.63
Advanced rent	69,494
Operating lease liabilities		$ 328,803
Operating lease expense	69,500
Amortization expense	43,613
Prepaid rent	18,298
Interest expense	7,589
Rent expense	$ 11,095

Operating Leases (Details) - Sc

Operating Leases (Details) - Schedule of Right-of-Use (“ROU”) Assets and Operating Lease Liabilities	6 Months Ended
	Jun. 30, 2023 USD ($)
Schedule of Right of Use ROU Assets and Operating Lease Liabilities [Abstract]
Operating lease asset, Balance Sheet Classification	Right of use asset
Operating lease asset	$ 240,511
Total lease asset	$ 240,511
Operating lease liability – current portion, Balance Sheet Classification	Current operating lease liability
Operating lease liability – current portion	$ 104,010
Operating lease liability – noncurrent portion, Balance Sheet Classification	Long-term operating lease liability
Operating lease liability – noncurrent portion	$ 122,119
Total lease liability	$ 226,129

Operating Leases (Details) - _2

Operating Leases (Details) - Schedule of Lease Obligations	Jun. 30, 2023 USD ($)
Schedule of Lease Obligations [Abstract]
2023	$ 56,895
2024	134,438
2025	49,151
Total payments	264,549
Amount representing interest	(14,355)
Lease obligation, net	226,129
Less current portion	(104,010)
Lease obligation – long term	$ 122,119

Preferred Stock (Details)

Preferred Stock (Details) - $ / shares	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Series A Preferred Stock [Member]
Preferred Stock (Details) [Line Items]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares issued	5,000,000	5,000,000
Voting rights, description	1:25 voting rights
Series B Preferred Stock [Member]
Preferred Stock (Details) [Line Items]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares issued	500,000	500,000
Preferred stock, share outstanding	500,000
Voting rights, description	Each share of Series B Preferred Stock has a 1:100 voting right and is convertible into 100 shares of common stock
Series C Preferred Stock [Member]
Preferred Stock (Details) [Line Items]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares issued
Voting rights, description	Each share of Series C Preferred Stock has a 1:50 voting right and is convertible into 50 shares of common stock

Warrants (Details) - Schedule o

Warrants (Details) - Schedule of Outstanding Stock Warrants - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2023		Dec. 31, 2022
Schedule of Outstanding Stock Warrants [Abstract]
Number of Warrants, Exercisable at Beginning	172,500,000		226,500,000
Weighted Average Exercise Price, Exercisable at Beginning	$ 0.0104		$ 0.0013
Weighted Average Remaining Contract Term, Exercisable at Beginning	3 years 1 month 20 days		3 years 9 months 10 days
Aggregate Intrinsic Value, Exercisable at Beginning	$ 1,665,500
Number of Warrants, Granted			6,000,000	[1]
Weighted Average Exercise Price, Granted				[1]
Weighted Average Remaining Contract Term, Granted				[1]
Aggregate Intrinsic Value, Granted				[1]
Number of Warrants, Expired
Weighted Average Exercise Price, Expired
Weighted Average Remaining Contract Term, Expired
Aggregate Intrinsic Value, Expired
Number of Warrants, Cancelled
Weighted Average Exercise Price, Cancelled
Weighted Average Remaining Contract Term, Cancelled
Aggregate Intrinsic Value, Cancelled
Number of Warrants, Exercised			(60,000,000)
Weighted Average Exercise Price, Exercised
Weighted Average Remaining Contract Term, Exercised
Aggregate Intrinsic Value, Exercised
Number of Warrants, Exercisable at Ending	172,500,000	[2]	172,500,000
Weighted Average Exercise Price, Exercisable at Ending		[2]	$ 0.0104
Weighted Average Remaining Contract Term, Exercisable at Ending		[2]	3 years 1 month 20 days
Aggregate Intrinsic Value, Exercisable at Ending		[2]	$ 1,665,500
[1]The outstanding warrants include an anti-dilutive clause requiring adjustment to the exercise price for any reason outlined in the agreement. The number of warrant shares is increased so that the aggregated exercise price is equal to the original exercise price. The fair value of any additional warrants is recognized as a deemed dividend.[2]The Company received a Settlement and Mutual Release Agreement, effective July 6, 2023, from Granite Global Value Investments Ltd, that cancels all remaining warrants with the Company.