UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30,
2024
or
☐ TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to
__________
Commission File Number: 000-53450
REMSLEEP HOLDINGS, INC.
(Exact name of registrant as specified in its
charter)
| Nevada | | 47-5386867 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
14175 Icot Boulevard, Suite 300, Clearwater,
Florida 33760
(Address of principal executive offices) (Zip
Code)
912-590-2001
(Registrant’s telephone number, including
area code)
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes ☒ No ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ | |
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Securities registered pursuant to Section 12(b) of the
Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on
which registered |
| Common | | RMSL | | |
Indicate the number of shares
outstanding of each of the issuer’s classes of common stock, as of November 8, 2024, there were 1,518,125,620 shares of common
stock outstanding.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
REMSLEEP HOLDINGS, INC.
REMSLEEP HOLDINGS, INC.
BALANCE SHEETS
| | |
September
30,
2024 | | |
December 31,
2023 | |
| |
(Unaudited) | | |
(Audited) | |
| ASSETS | |
| | |
| |
| Current assets: | |
| | |
| |
| Cash | |
$ | 534,714 | | |
$ | 719,100 | |
| Accounts receivable, net of allowance of $5,590 and $5,590, respectively | |
| 16,294 | | |
| 9,025 | |
| Other
assets | |
| 13,000 | | |
| 8,710 | |
| Prepaid
– related party | |
| 3,500 | | |
| — | |
| Inventory | |
| 30,107 | | |
| 99,147 | |
| Total
current assets | |
| 597,615 | | |
| 835,982 | |
| | |
| | | |
| | |
| Other
asset | |
| 10,000 | | |
| 10,000 | |
| Right
of use asset | |
| 95,596 | | |
| 177,796 | |
| Property
and equipment, net | |
| 106,894 | | |
| 182,536 | |
| | |
| | | |
| | |
| Total
Assets | |
$ | 810,105 | | |
$ | 1,206,314 | |
| | |
| | | |
| | |
| LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT) | |
| | | |
| | |
| | |
| | | |
| | |
| Current
Liabilities: | |
| | | |
| | |
| Accounts
payable | |
$ | 43,580 | | |
$ | 37,000 | |
| Accrued
compensation | |
| 46,000 | | |
| 60,500 | |
| Operating
lease liability – current portion | |
| 86,913 | | |
| 134,438 | |
| Total
current liabilities | |
| 176,493 | | |
| 231,938 | |
| Long
Term Liabilities | |
| | | |
| | |
| Operating
lease liability – net of current portion | |
| — | | |
| 43,676 | |
| Total
Liabilities | |
| 176,493 | | |
| 275,614 | |
| | |
| | | |
| | |
| 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, 2,000,000 issued and outstanding | |
| 2,000 | | |
| 2,000 | |
| Common stock, $0.001 par value, 3,000,000,000 shares authorized, 1,518,125,620 and 1,461,616,601 shares issued and outstanding, respectively | |
| 1,518,124 | | |
| 1,461,615 | |
| Discount
to common stock | |
| (94,708 | ) | |
| (94,708 | ) |
| Additional
paid in capital | |
| 14,151,543 | | |
| 13,749,052 | |
| Accumulated
Deficit | |
| (14,948,847 | ) | |
| (14,192,759 | ) |
| Total
Stockholders’ Equity (Deficit) | |
| 633,612 | | |
| 930,700 | |
| | |
| | | |
| | |
| Total
Liabilities and Stockholders’ Equity (Deficit) | |
$ | 810,105 | | |
$ | 1,206,314 | |
The accompanying notes are an integral part
of these unaudited financial statements.
REMSLEEP HOLDINGS, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
| | |
For the Three Months Ended
September 30, | | |
For the Nine Months Ended
September
30, | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| Revenue | |
$ | 37,260 | | |
$ | 51,947 | | |
$ | 122,735 | | |
$ | 196,262 | |
| Cost of goods sold | |
| 58,560 | | |
| 49,940 | | |
| 78,090 | | |
| 173,578 | |
| Gross margin | |
$ | (21,300 | ) | |
$ | 2,007 | | |
$ | 44,645 | | |
$ | 22,684 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating Expenses: | |
| | | |
| | | |
| | | |
| | |
| Professional fees | |
$ | 22,680 | | |
$ | 30,690 | | |
$ | 87,365 | | |
$ | 78,392 | |
| Compensation expense – related party | |
| 49,000 | | |
| 32,000 | | |
| 105,000 | | |
| 144,000 | |
| Development expense | |
| 40,775 | | |
| 13,887 | | |
| 196,795 | | |
| 89,599 | |
| Lease expense | |
| 18,255 | | |
| 33,590 | | |
| 69,179 | | |
| 103,089 | |
| General and administrative | |
| 42,105 | | |
| 163,167 | | |
| 201,501 | | |
| 321,298 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total operating expenses | |
| 172,815 | | |
| 273,334 | | |
| 659,840 | | |
| 736,378 | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss from operations | |
| (194,115 | ) | |
| (271,327 | ) | |
| (615,195 | ) | |
| (713,694 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | | |
| | | |
| | |
| Interest expense | |
| (64,392 | ) | |
| — | | |
| (125,303 | ) | |
| (7,090 | ) |
| Gain (loss) on disposal of fixed assets | |
| (85,893 | ) | |
| 894 | | |
| (85,893 | ) | |
| 894 | |
| Gain on conversion | |
| 14,270 | | |
| — | | |
| 14,270 | | |
| — | |
| Early payment penalty | |
| (16,574 | ) | |
| — | | |
| (16,574 | ) | |
| — | |
| Change in fair value of derivative | |
| 68,795 | | |
| — | | |
| 72,607 | | |
| — | |
| Total other income (expense) | |
| (83,794 | ) | |
| 894 | | |
| (140,893 | ) | |
| (6,196 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Loss before income taxes | |
| (277,909 | ) | |
| (270,433 | ) | |
| (756,088 | ) | |
| (719,890 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Provision for income taxes | |
| — | | |
| — | | |
| — | | |
| — | |
| | |
| | | |
| | | |
| | | |
| | |
| Net Loss | |
$ | (277,909 | ) | |
$ | (270,433 | ) | |
$ | (756,088 | ) | |
$ | (719,890 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss per share, basic and diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average common shares outstanding,
basic and diluted | |
| 1,511,435,187 | | |
| 1,461,616,601 | | |
| 1,482,015,097 | | |
| 1,461,616,601 | |
The accompanying notes are an integral part
of these unaudited financial statements.
REMSLEEP HOLDINGS, INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(Unaudited)
| | |
Series A
Preferred Stock | | |
Series B
Preferred Stock | | |
Series C
Preferred Stock | | |
Common Stock | | |
Discount to
Common | | |
Additional
Paid-in | | |
Accumulated | | |
| |
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Stock | | |
Capital | | |
Deficit | | |
Total | |
| Balance, December 31, 2023 | |
| 5,000,000 | | |
$ | 5,000 | | |
| 500,000 | | |
$ | 500 | | |
| 2,000,000 | | |
$ | 2,000 | | |
| 1,461,616,601 | | |
$ | 1,461,615 | | |
$ | (94,708 | ) | |
$ | 13,749,052 | | |
$ | (14,192,759 | ) | |
$ | 930,700 | |
| Net Loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (252,580 | ) | |
| (252,580 | ) |
| Balance, March 31, 2024 | |
| 5,000,000 | | |
| 5,000 | | |
| 500,000 | | |
| 500 | | |
| 2,000,000 | | |
| 2,000 | | |
| 1,461,616,601 | | |
| 1,461,615 | | |
| (94,708 | ) | |
| 13,749,052 | | |
| (14,445,339 | ) | |
| 678,120 | |
| Common stock sold for cash | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 20,839,342 | | |
| 20,840 | | |
| — | | |
| 99,160 | | |
| — | | |
| 120,000 | |
| Net Loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (225,599 | ) | |
| (225,599 | ) |
| Balance, June 30, 2024 | |
| 5,000,000 | | |
| 5,000 | | |
| 500,000 | | |
| 500 | | |
| 2,000,000 | | |
| 2,000 | | |
| 1,482,455,943 | | |
| 1,482,455 | | |
| (94,708 | ) | |
| 13,848,212 | | |
| (14,670,938 | ) | |
| 572,521 | |
| Common stock issued for debt | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 5,000,000 | | |
| 5,000 | | |
| — | | |
| 59,000 | | |
| — | | |
| 64,000 | |
| Common stock sold for cash | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 30,669,677 | | |
| 30,669 | | |
| — | | |
| 244,331 | | |
| — | | |
| 275,000 | |
| Net Loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| | | |
| — | | |
| — | | |
| — | | |
| (277,909 | ) | |
| (277,909 | ) |
| Balance, September 30, 2024 | |
| 5,000,000 | | |
$ | 5,000 | | |
| 500,000 | | |
$ | 500 | | |
| 2,000,000 | | |
$ | 2,000 | | |
| 1,518,125,620 | | |
$ | 1,518,124 | | |
$ | (94,708 | ) | |
$ | 14,151,543 | | |
$ | (14,948,847 | ) | |
$ | 633,612 | |
| | |
Series A
Preferred Stock | | |
Series B
Preferred Stock | | |
Series C
Preferred Stock | | |
Common Stock | | |
Discount to
Common | | |
Additional
Paid-in | | |
Accumulated | | |
| |
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Stock | | |
Capital | | |
Deficit | | |
Total | |
| Balance, December 31, 2022 | |
| 5,000,000 | | |
$ | 5,000 | | |
| 500,000 | | |
$ | 500 | | |
| — | | |
$ | — | | |
| 1,461,616,601 | | |
$ | 1,461,615 | | |
$ | (94,708 | ) | |
$ | 13,751,052 | | |
$ | (12,414,921 | ) | |
$ | 2,708,538 | |
| Net Loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (226,259 | ) | |
| (226,259 | ) |
| Balance, March 31, 2023 | |
| 5,000,000 | | |
| 5,000 | | |
| 500,000 | | |
| 500 | | |
| — | | |
| — | | |
| 1,461,616,601 | | |
| 1,461,615 | | |
| (94,708 | ) | |
| 13,751,052 | | |
| (12,641,180 | ) | |
| 2,482,279 | |
| Net Loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (223,198 | ) | |
| (223,198 | ) |
| Balance, June 30, 2023 | |
| 5,000,000 | | |
| 5,000 | | |
| 500,000 | | |
| 500 | | |
| — | | |
| — | | |
| 1,461,616,601 | | |
| 1,461,615 | | |
| (94,708 | ) | |
| 13,751,052 | | |
| (12,864,378 | ) | |
| 2,259,081 | |
| Shares issued intangibles – related party | |
| — | | |
| — | | |
| — | | |
| — | | |
| 2,000,000 | | |
| 2,000 | | |
| — | | |
| — | | |
| — | | |
| (2,000 | ) | |
| — | | |
| — | |
| Net Loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (270,433 | ) | |
| (270,433 | ) |
| Balance, September 30, 2023 | |
| 5,000,000 | | |
$ | 5,000 | | |
| 500,000 | | |
$ | 500 | | |
| 2,000,000 | | |
$ | 2,000 | | |
| 1,461,616,601 | | |
$ | 1,461,615 | | |
$ | (94,708 | ) | |
$ | 13,749,052 | | |
$ | (13,134,811 | ) | |
$ | 1,988,648 | |
The accompanying notes are an integral part
of these unaudited financial statements.
REMSLEEP HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
| | |
For the Nine Months Ended
September 30, | |
| | |
2024 | | |
2023 | |
| Cash Flows from Operating Activities: | |
| | |
| |
| Net loss | |
$ | (756,088 | ) | |
$ | (719,890 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Depreciation expense | |
| 63,449 | | |
| 63,839 | |
| Change in fair value of derivative | |
| (72,607 | ) | |
| — | |
| Discount amortization | |
| 118,877 | | |
| — | |
| Operating lease expense | |
| (9,001 | ) | |
| 24,907 | |
| Loss on disposal of fixed assets | |
| 85,893 | | |
| — | |
| Gain on conversion | |
| (14,270 | ) | |
| — | |
| Changes in Operating Assets and Liabilities: | |
| | | |
| | |
| Accounts receivable | |
| (7,269 | ) | |
| (28,862 | ) |
| Prepaids and other assets | |
| (7,790 | ) | |
| (7,500 | ) |
| Inventory | |
| 69,040 | | |
| 169,981 | |
| Accounts payable | |
| 6,580 | | |
| (39,095 | ) |
| Deferred revenue | |
| — | | |
| 9,000 | |
| Accrued compensation – related party | |
| (14,500 | ) | |
| — | |
| Accrued interest | |
| — | | |
| (90,119 | ) |
| Net cash used by operating activities | |
| (537,686 | ) | |
| (617,739 | ) |
| | |
| | | |
| | |
| Cash Flows from Investing Activities: | |
| | | |
| | |
| Purchase of property and equipment | |
| (73,700 | ) | |
| (135,955 | ) |
| Net cash used by investing activities | |
| (73,700 | ) | |
| (135,955 | ) |
| | |
| | | |
| | |
| Cash Flows from Financing Activities: | |
| | | |
| | |
| Proceeds from convertible note payable | |
| 125,000 | | |
| — | |
| Repayment of convertible note payable | |
| (93,000 | ) | |
| | |
| Proceeds from the sale of common stock | |
| 395,000 | | |
| — | |
| Repayment of loans – related party | |
| — | | |
| (183,931 | ) |
| Net cash provided (used) by financing activities | |
| 427,000 | | |
| (183,931 | ) |
| | |
| | | |
| | |
| Net change in cash | |
| (184,386 | ) | |
| (937,625 | ) |
| Cash at beginning of the period | |
| 719,100 | | |
| 1,841,988 | |
| Cash at end of the period | |
$ | 534,714 | | |
$ | 904,363 | |
| | |
| | | |
| | |
| Supplemental cash flow information: | |
| | | |
| | |
| Interest paid in cash | |
$ | 6,426 | | |
$ | — | |
| Taxes paid | |
$ | — | | |
$ | — | |
| Supplemental disclosure of non-cash activity: | |
| | | |
| | |
| Debt discount to be amortized | |
$ | 64,392 | | |
$ | — | |
The accompanying notes are an integral part
of these unaudited financial statements.
REMSLEEP HOLDINGS, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2024
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.
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, 2023. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present
fairly the financial position of the Company, as of September 30, 2024, and the results of its operations and cash flows for the nine
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, 2024.
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 September 30, 2024 and December 31, 2023, the Company had $284,714 and $469,100 of cash
above the FDIC’s $250,000 coverage limit, respectively.
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 September
30, 2024 and December 31, 2023.
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 September 30, 2024, the Company had approximately
5,000,000 potentially dilutive shares from Series A preferred stock, 50,000,000 from Series B preferred stock and 600,000,000 from Series
C preferred stock.
As of September 30, 2023, the Company had
potentially dilutive shares of common stock of 5,000,000 shares from Series A preferred stock, 50,000,000 from Series B preferred
stock and 600,000,000 from Series C 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 approximate 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 September 30, 2024, 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. The Company estimates credit losses based on the Current Expected Credit Losses (CECL) model
as required by ASC 326. The allowance for credit losses is based on a variety of factors, including historical loss experience, current
conditions, and reasonable and supportable forecasts of future economic conditions. An allowance for estimated uncollectible amounts will
be recognized to reduce the amount of receivables to its net realizable value when needed. Based on collection experience and periodic
reviews of outstanding receivables, the Company determines if it needs to adjust its allowance. As of September 30, 2024, management has
determined that an allowance for doubtful account is required of $5,590 for amounts that may not be collectible.
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. As of December 31, 2023, the Company determined that the value of its inventory had fallen below cost
and required impairment down to market value. As a result we recognized impairment expense of $738,113 for the year ended December 31,
2023. No impairment expense was recognized for the nine months ended September 30, 2024.
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.
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 $14,948,847 at September 30, 2024, had a net loss of $756,088 and
net cash used in operating activities of $537,686 for the period ended September 30, 2024. 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 received its FDA 510k approval for
its DeltaWave product on July 2, 2024. We expect to have product inventory ready for the market in the fourth quarter of 2024. The Company
will continue to finance its operations through debt and/or equity financing as needed.
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:
| | |
September 30,
2024 | | |
December 31,
2023 | |
| Furniture/fixtures | |
$ | 39,746 | | |
$ | 39,746 | |
| Office equipment | |
| 43,780 | | |
| 43,780 | |
| Automobile | |
| 37,410 | | |
| 37,410 | |
| Tooling/Molds | |
| 108,904 | | |
| 214,454 | |
| Less: accumulated depreciation | |
| (122,946 | ) | |
| (152,854 | ) |
| Fixed assets, net | |
$ | 106,894 | | |
$ | 182,536 | |
During the nine months ended September 30, 2024,
the Company wrote off certain molds that were no longer in use, resulting in a loss on disposal of fixed assets of $85,893.
Depreciation expense
Depreciation expense for the nine months ended September 30, 2024 and
2023 was $63,449 and $63,839, respectively.
NOTE 5 – CONVERTIBLE NOTE PAYABLE
On January 10, 2024, the Company issued a 10%
Convertible Promissory Note (the “Note”) for $143,000 to 1800 Diagonal Lending LLC (“1800 Diagonal”). The Note
includes an OID of $18,000 and matures on January 10, 2025. The OID includes $5,000 withheld for legal fees. The Note is convertible into
shares of common stock, beginning 180 days after the issue date, at a 25% discount to the average of the three lowest trades during the
ten days prior to the date of conversion. The Company recorded an original debt discount of $118,887 ($18,000 OID, $100,877 from derivative)
to be amortized over the one-year term of the loan. On July 6, 2024, 1800 Diagonal converted $50,000 of principal into 5,000,000 shares
of common stock. On July 24, 2024, the remaining principal and interest of $93,000 and $6,246, respectively, was repaid, along with an
additional $16,574 early payment penalty fee.
During the nine months ended September 30, 2024,
$118,877 was amortized to interest expense. The debt discount balance as of September 30, 2024, is $0.
A summary of the activity of the derivative liability
for the notes above is as follows:
| Balance at December 31, 2023 | |
| — | |
| Increase to derivative due to new issuances | |
| 100,877 | |
| Decrease to derivative due to conversion/repayments | |
| 97,065 | |
| Derivative loss due to mark to market adjustment | |
| 3,812 | |
| Balance at September 30, 2024 | |
$ | — | |
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 as of September 30, 2024 is as follows:
| Inputs | |
September 30,
2024 | | |
Initial
Valuation | |
| Stock price | |
$ | — | | |
$ | 0.0162 | |
| Conversion price | |
$ | — | | |
$ | 0.0107 | |
| Volatility (annual) | |
| — | % | |
| 76.34 | % |
| Risk-free rate | |
| — | % | |
| 4.82 | % |
| Dividend rate | |
| — | | |
| — | |
| Years to maturity | |
| — | | |
| 1 | |
NOTE 6 - RELATED PARTY TRANSACTIONS
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 September 30, 2024
and December 31, 2023, there is $0 and $14,500 of accrued compensation, respectively, due to Mr. Wood. During the nine months ended September
30, 2024 and 2023, cash payments of $72,000 and $59,000, respectively, were paid to Mr. Wood. As of September 30, 2024, there is $3,500
of prepaid compensation expense for Mr. Woods.
As of September 30, 2024 and December 31, 2023,
there is $46,000 and $46,000 of accrued compensation, respectively, due to Russell Bird, the former Chairman. 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 nine months ended September 30, 2024 and 2023, the Company
made cash payments to Mr. Lane of $33,000 and $28,000, respectively.
During the nine months ended September 30, 2024
and 2023, the Company paid $22,100 and $13,000, respectively, to the brother of the CEO for services related to development of the Company’s
product.
NOTE 7 - 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 (Topic 842), which superseded guidance in ASC 840, Leases. We account
for short-term leases, those lasting fewer than 12 months, using the practical expedient as outlined in the guidance, which does not
include recording such leases on the balance sheet.
Adoption of Accounting Standard Update (“ASU”)
2016-02, Leases (Topic 842), resulted in recording an initial right-of-use (“ROU”) assets and operating lease liabilities
of $328,803 on May 1, 2022.
| Asset | |
Balance Sheet Classification | |
September 30,
2024 | |
| Operating lease asset | |
Right of use asset | |
$ | 95,596 | |
| Total lease asset | |
| |
$ | 95,596 | |
| | |
| |
| | |
| Liability | |
| |
| | |
| Operating lease liability – current portion | |
Current operating lease liability | |
$ | 86,913 | |
| Operating lease liability – noncurrent portion | |
Long-term operating lease liability | |
| — | |
| Total lease liability | |
| |
$ | 86,913 | |
Lease obligations at September 30, 2024 consisted of the following:
| For the year ended December 31: | |
| |
| 2024 | |
$ | 26,060 | |
| 2025 | |
| 62,643 | |
| Total payments | |
$ | 88,703 | |
| Amount representing interest | |
$ | (1,790 | ) |
| Lease obligation, net | |
| 86,913 | |
| Less current portion | |
| (86,913 | ) |
| Lease obligation – long term | |
$ | — | |
The operating lease expense for the above agreement
for the nine months ended September 30, 2024, was $69,179 which consisted of amortization expense of $62,805 and interest expense of
$6,374.
The operating lease expense for the above agreement
for the nine months ended September 30, 2023, was $103,089 which consisted of amortization expense of $73,478, $18,298 of prepaid rent
and interest expense of $10,683.
During the nine months ended September 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.
NOTE 8 – COMMON STOCK TRANSACTIONS
During the nine months ended September 30, 2024,
the Company sold 51,509,019 shares of common stock to Quick Capital LLC for total proceeds of $395,000.
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 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. On July 24, 2023, the Company filed an Amended and Restated
Certificate of Designations of the Series C Preferred Shares. The Series C Preferred may vote on any action upon which holders of the
Company’s common stock may vote, and they shall vote together as one class with voting rights equal to eighty one percent (81%)
of all the issued and outstanding shares of common stock of the Company. Each share of Series C Preferred can be converted into 300 shares
of the Company’s common stock.
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 has no material subsequent events to disclose in these financial statements.
ITEM 2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS.
Forward-looking Statements
Except for statements of historical fact, the
information presented herein constitutes forward-looking statements. These forward-looking statements generally can be identified by
phrases such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,”
“foresees,” “intends,” “plans,” or other words of similar import. Similarly, statements herein that
describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance
or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking
statements. Such factors include, but are not limited to, our ability to: successfully commercialize our technology; generate revenues
and achieve profitability in an intensely competitive industry; compete in products and prices with substantially larger and
better capitalized competitors; secure, maintain and enforce a strong intellectual property portfolio; attract additional capital sufficient
to finance our working capital requirements, as well as any investment of plant, property and equipment; develop a sales and marketing
infrastructure; identify and maintain relationships with third party suppliers who can provide us a reliable source of raw materials;
acquire, develop, or identify for our own use, a manufacturing capability; attract and retain talented individuals; continue operations
during periods of uncertain general economic or market conditions, and; other events, factors and risks previously and from time to time
disclosed in our filings with the Securities and Exchange Commission. Although we believe the expectations reflected in our forward-looking
statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place
undue reliance on our forward-looking statements, which speak only as of the date of this report. Except as required by law, we do not
undertake to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Overview
We were incorporated in the State of Nevada on
June 6, 2007. On August 2, 2010, we changed our name from Bella Viaggio, Inc. to Kat Gold Holdings Corp. 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.
Our officers have 35 years of sleep-industry
experience, including having been employed at sleep industry companies. Our officers invented our DeltaWave CPAP interface (the “DeltaWave”)
as an innovative new device to treat patients with sleep apnea. The patent-pending DeltaWave product is a nasal-pillows type interface
that will result in better comfort and, therefore, better compliance since it was specifically designed with unique airflow characteristics
to enable patients with sleep apnea to breathe normally. A survey that appeared in DME Business found that 89% of patients stated that
mask-interface comfort was their primary concern. The primary issue that we have addressed with the DeltaWave is the “work of breathing”
component. We believe that our DeltaWave is designed to effectively address the stubborn issues that continue to affect a patient’s
ability to comply with treatment, as follows:
| |
● |
Does not disrupt normal
breathing mechanics; |
| |
|
|
| |
● |
Is not claustrophobic; |
| |
|
|
| |
● |
Causes zero work of breathing
(WOB); |
| |
|
|
| |
● |
Minimizes or eliminates
drying of the sinuses; |
| |
|
|
| |
● |
Uses less driving pressure;
and |
| |
|
|
| |
● |
Allows users to feel safe
and secure while sleeping. |
Pending adequate financing, we plan to conduct
clinical trials to test product effectiveness.
On June 28, 2016, we applied for a patent for
a new, innovative sleep apnea product that serves as an interface for the delivery of CPAP therapy and other respiratory needs. Our goal
is to develop sleep products that achieve optimum compliance and comfort for CPAP patients.
On April 27, 2021, Remsleep was awarded utility
patent 10987481 for its new Deltawave CPAP Pillows Mask for delivery of CPAP therapy and other respiratory needs. On March 5, 2024,
Remsleep was awarded design patent D1,017,025 S. Our goal is to continue to develop sleep products for the treatment of OSA and
capture 10% of the market in the next 24 months.
Our website is located at: http://remsleep.com.
Results of Operations
The three months ended September 30, 2024 compared to the
three months ended September 30, 2023
Revenues
We recognized revenue and cost of goods for the
sale of our CPAP machines of $37,260 and $58,860 respectively for the three months ended September 30, 2024 and $51,947 and $49,940 for
the three months ended September 30, 2023. In the current period we sold units below cost to liquidate our inventory.
Operating Expenses
Professional fees were $22,680 and $30,690 for
the three months ended September 30, 2024 and 2023, respectively, a decrease of $8,010 or 26.1%. Professional fees consist mostly of
accounting, audit and legal fees. The decrease is attributed to a decrease in legal fees.
Compensation expenses were $49,000 and $32,000
for the three months ended September 30, 2024 and 2023, respectively, an increase of $17,000 or 53.1%. In the current period the company
paid Mr. Lane $17,000 more than in the prior period as his time spent working for the Company increased in the current period.
Development expenses related to our CPAP systems
were $40,775 and $13,887 for the three months ended September 30, 2024 and 2023, respectively, an increase of $26,888 or 193.6%. Our
development expenses have increased in the current period for additional expenses incurred for the development, testing and final FDA
approval of our DeltaWave product.
Lease expense was $18,255 and $33,590 for the
three months ended September 30, 2024 and 2023, respectively, a decrease of $15,335 or 45.7%. In the prior year the Company rented an
apartment used by Company personnel. The apartment was a monthly, short-term rental.
General and administrative expenses (“G&A”)
were $42,105 and $163,167 for the three months ended September 30, 2024 and 2023, respectively, a decrease of $121,062 or 74.2%.
Our loss from operations decreased $77,212 to
$194,115 for the three months ended September 30, 2024 from $271,327 for the three months ended September 30, 2023.
Other Expenses
The total other expense of $83,794 for the three
months ended September 30, 2024, included $64,392 for interest expense, for the amortization of debt discount, a loss on the disposal
of fixed assets of $85,893, a gain on conversion of debt of $14,270, and an early payment penalty of $16,574. We also recognized a gain
on the change in the fair value of derivatives of $68,795. Total other income for the three months ended September 30, 2023, was $894
for a gain on the disposal of fixed assets.
Net Loss
For the three months ended September 30, 2024,
we had a net loss of $277,909 as compared to a net loss of $270,433 for the three months ended September 30, 2023.
The nine months ended September 30, 2024 compared to the
nine months ended September 30, 2023
Revenues
We recognized revenue and cost of goods for the
sale of our CPAP machines of $122,735 and $78,090 respectively for the nine months ended September 30, 2024 and $196,262 and $173,578
for the nine months ended September 30, 2023. We saw a decrease in sales in the current period due to both the number of sales but also
due to fewer sales for multiple units.
Operating Expenses
Professional fees were $87,365 and $78,392 for
the nine months ended September 30, 2024 and 2023, respectively, an increase of $8,973 or 11.4%. Professional fees consist mostly of
accounting, audit and legal fees. The increase is attributed to a $13,920 increase in legal fees, which was offset with a $5,447 decrease
of audit fees.
Compensation expenses were $105,000 and $144,000
for the nine months ended September 30, 2024 and 2023, respectively, a decrease of $39,000 or 27.1%. On June 1, 2023, Mr. Bird resigned
from all positions with the Company, this resulted in a $40,000 decrease to compensation expense. Our COO also increased his work hours
for an additional $1,000 of compensation expense.
Development expenses related to our CPAP systems
were $196,795 and $89,599 for the nine months ended September 30, 2024 and 2023, respectively, an increase of $107,196 or 119.6%. Our
development expenses have increased in the current period for additional expenses incurred for the development, testing and final FDA
approval of our DeltaWave product.
Lease expense was $69,179 and $103,089 for the
nine months ended September 30, 2024 and 2023, respectively, a decrease of $33,910 or 32.9%. In the prior year the Company rented an
apartment used by Company personnel. The apartment was a monthly, short-term rental.
General and administrative expenses (“G&A”)
were $201,501 and $321,298 for the nine months ended September 30, 2024 and 2023, respectively, a decrease of $119,797 or 37.3%.
Our loss from operations decreased $98,499 to
$615,195, for the nine months ended September 30, 2024 from $713,694 for the nine months ended September 30, 2023.
Other Expenses
The total other expense of $140,893 for the nine
months ended September 30, 2024, included $125,303 for interest expense, $118,877 was for the amortization of debt discount, a loss on
the disposal of fixed assets of $85,893, a gain on conversion of debt of $14,270, and an early payment penalty of $16,574. We also recognized
a gain on the change in the fair value of derivatives of $72,607. Total other expense for the nine months ended September 30, 2023, was
$6,196, which included $7,090 for interest expense and $894 for a gain on the disposal of fixed assets.
Net Loss
For the nine months ended September 30, 2024,
we had a net loss of $756,088 as compared to a net loss of $719,890 for the nine months ended September 30, 2023. Our net loss increased
due to the reasons discussed above.
Liquidity and Capital Resources
Cash flow from operations
Cash used in operating activities for the nine
months ended September 30, 2024, was $537,686 compared to $617,739 of cash used in operating activities for the nine months ended September
30, 2023.
Cash Flows from Investing
We used $73,700 and $135,955 of cash for investing
activities for the nine months ended September 30, 2024 and 2023, respectively. Cash was used in investing activities for the purchase
of equipment and tooling.
Cash Flows from Financing
For the nine months ended September 30, 2024,
we received $125,000 for the issuance of a convertible note payable, $93,000 of which was paid back with cash, and $395,000 from the
sale of common stock. For the nine months ended September 30, 2023, we repaid $183,931 of the loan payable due to our chairman.
As of September 30, 2024, we have current assets
of $597,615 which includes $534,714 of cash and $30,107 of inventory.
Going Concern
As of September 30, 2024, there is substantial
doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow from revenue to fund our proposed
business.
We have suffered recurring losses from operations
since our inception. In addition, we have yet to generate an internal cash flow from our business operations or successfully raised the
financing required to develop our proposed business. As a result of these and other factors, our independent auditor has expressed substantial
doubt about our ability to continue as a going concern. Our future success and viability, therefore, are dependent upon our ability to
generate capital financing. The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect
upon us and our shareholders.
Management’s plans with regard to these
matters encompass the following actions: (i) obtaining funding from new investors to alleviate our working capital deficiency, and (ii)
implementing a plan to generate sales. Our continued existence is dependent upon our ability to resolve our liquidity problems and increase
profitability in our current business operations. However, the outcome of management’s plans cannot be ascertained with any degree
of certainty. Our financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies
Refer to Note 2 to the Financial Statements for
the nine months ended September 30, 2024, for a condensed discussion of our critical accounting policies and our Form 10-K for the year
ended December 31, 2023, for a full discussion of our critical accounting policies and procedures.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.
We are a smaller reporting company as defined
by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Each of our principal executive and principal
financial officer has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a - 15(e) and 15d
- 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by
this quarterly report. Based on their evaluation, each such person concluded that our disclosure controls and procedures were not effective
as of September 30, 2024 due to a lack of segregation of duties.
In designing and evaluating disclosure controls
and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable,
not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are
resource constraints and the benefits of controls must be considered relative to their costs.
Changes in Internal Control over Financial
Reporting.
Our management has evaluated whether any change
in our internal control over financial reporting occurred during the last fiscal quarter. Based on that evaluation, management concluded
that there has been no change in our internal control over financial reporting during the relevant period that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.
PART
II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined
by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
(a) Documents furnished as exhibits hereto:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| |
REMSLEEP HOLDINGS, INC. |
| |
|
|
| Date: November 14, 2024 |
By: |
/s/
Thomas J. Wood |
| |
|
Thomas J. Wood |
| |
|
Chief Executive Officer and Director
(Principal Executive Officer)
(Principal Financial and Accounting Officer) |
8
http://fasb.org/us-gaap/2024#OperatingLeaseRightOfUseAsset
http://fasb.org/us-gaap/2024#OperatingLeaseLiabilityCurrent
http://fasb.org/us-gaap/2024#OperatingLeaseLiabilityNoncurrent
false
--12-31
Q3
0001412126
0001412126
2024-01-01
2024-09-30
0001412126
2024-11-08
0001412126
2024-09-30
0001412126
2023-12-31
0001412126
us-gaap:SeriesAPreferredStockMember
2024-09-30
0001412126
us-gaap:SeriesAPreferredStockMember
2023-12-31
0001412126
us-gaap:SeriesBPreferredStockMember
2024-09-30
0001412126
us-gaap:SeriesBPreferredStockMember
2023-12-31
0001412126
us-gaap:SeriesCPreferredStockMember
2024-09-30
0001412126
us-gaap:SeriesCPreferredStockMember
2023-12-31
0001412126
2024-07-01
2024-09-30
0001412126
2023-07-01
2023-09-30
0001412126
2023-01-01
2023-09-30
0001412126
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2023-12-31
0001412126
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2023-12-31
0001412126
us-gaap:SeriesCPreferredStockMember
us-gaap:PreferredStockMember
2023-12-31
0001412126
us-gaap:CommonStockMember
2023-12-31
0001412126
rmsl:DiscountToCommonStockMember
2023-12-31
0001412126
us-gaap:AdditionalPaidInCapitalMember
2023-12-31
0001412126
us-gaap:RetainedEarningsMember
2023-12-31
0001412126
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2024-01-01
2024-03-31
0001412126
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2024-01-01
2024-03-31
0001412126
us-gaap:SeriesCPreferredStockMember
us-gaap:PreferredStockMember
2024-01-01
2024-03-31
0001412126
us-gaap:CommonStockMember
2024-01-01
2024-03-31
0001412126
rmsl:DiscountToCommonStockMember
2024-01-01
2024-03-31
0001412126
us-gaap:AdditionalPaidInCapitalMember
2024-01-01
2024-03-31
0001412126
us-gaap:RetainedEarningsMember
2024-01-01
2024-03-31
0001412126
2024-01-01
2024-03-31
0001412126
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2024-03-31
0001412126
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2024-03-31
0001412126
us-gaap:SeriesCPreferredStockMember
us-gaap:PreferredStockMember
2024-03-31
0001412126
us-gaap:CommonStockMember
2024-03-31
0001412126
rmsl:DiscountToCommonStockMember
2024-03-31
0001412126
us-gaap:AdditionalPaidInCapitalMember
2024-03-31
0001412126
us-gaap:RetainedEarningsMember
2024-03-31
0001412126
2024-03-31
0001412126
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2024-04-01
2024-06-30
0001412126
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2024-04-01
2024-06-30
0001412126
us-gaap:SeriesCPreferredStockMember
us-gaap:PreferredStockMember
2024-04-01
2024-06-30
0001412126
us-gaap:CommonStockMember
2024-04-01
2024-06-30
0001412126
rmsl:DiscountToCommonStockMember
2024-04-01
2024-06-30
0001412126
us-gaap:AdditionalPaidInCapitalMember
2024-04-01
2024-06-30
0001412126
us-gaap:RetainedEarningsMember
2024-04-01
2024-06-30
0001412126
2024-04-01
2024-06-30
0001412126
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2024-06-30
0001412126
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2024-06-30
0001412126
us-gaap:SeriesCPreferredStockMember
us-gaap:PreferredStockMember
2024-06-30
0001412126
us-gaap:CommonStockMember
2024-06-30
0001412126
rmsl:DiscountToCommonStockMember
2024-06-30
0001412126
us-gaap:AdditionalPaidInCapitalMember
2024-06-30
0001412126
us-gaap:RetainedEarningsMember
2024-06-30
0001412126
2024-06-30
0001412126
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2024-07-01
2024-09-30
0001412126
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2024-07-01
2024-09-30
0001412126
us-gaap:SeriesCPreferredStockMember
us-gaap:PreferredStockMember
2024-07-01
2024-09-30
0001412126
us-gaap:CommonStockMember
2024-07-01
2024-09-30
0001412126
rmsl:DiscountToCommonStockMember
2024-07-01
2024-09-30
0001412126
us-gaap:AdditionalPaidInCapitalMember
2024-07-01
2024-09-30
0001412126
us-gaap:RetainedEarningsMember
2024-07-01
2024-09-30
0001412126
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2024-09-30
0001412126
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2024-09-30
0001412126
us-gaap:SeriesCPreferredStockMember
us-gaap:PreferredStockMember
2024-09-30
0001412126
us-gaap:CommonStockMember
2024-09-30
0001412126
rmsl:DiscountToCommonStockMember
2024-09-30
0001412126
us-gaap:AdditionalPaidInCapitalMember
2024-09-30
0001412126
us-gaap:RetainedEarningsMember
2024-09-30
0001412126
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2022-12-31
0001412126
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2022-12-31
0001412126
us-gaap:CommonStockMember
2022-12-31
0001412126
rmsl:DiscountToCommonStockMember
2022-12-31
0001412126
us-gaap:AdditionalPaidInCapitalMember
2022-12-31
0001412126
us-gaap:RetainedEarningsMember
2022-12-31
0001412126
2022-12-31
0001412126
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2023-01-01
2023-03-31
0001412126
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2023-01-01
2023-03-31
0001412126
us-gaap:SeriesCPreferredStockMember
us-gaap:PreferredStockMember
2023-01-01
2023-03-31
0001412126
us-gaap:CommonStockMember
2023-01-01
2023-03-31
0001412126
rmsl:DiscountToCommonStockMember
2023-01-01
2023-03-31
0001412126
us-gaap:AdditionalPaidInCapitalMember
2023-01-01
2023-03-31
0001412126
us-gaap:RetainedEarningsMember
2023-01-01
2023-03-31
0001412126
2023-01-01
2023-03-31
0001412126
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2023-03-31
0001412126
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2023-03-31
0001412126
us-gaap:SeriesCPreferredStockMember
us-gaap:PreferredStockMember
2023-03-31
0001412126
us-gaap:CommonStockMember
2023-03-31
0001412126
rmsl:DiscountToCommonStockMember
2023-03-31
0001412126
us-gaap:AdditionalPaidInCapitalMember
2023-03-31
0001412126
us-gaap:RetainedEarningsMember
2023-03-31
0001412126
2023-03-31
0001412126
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2023-04-01
2023-06-30
0001412126
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2023-04-01
2023-06-30
0001412126
us-gaap:SeriesCPreferredStockMember
us-gaap:PreferredStockMember
2023-04-01
2023-06-30
0001412126
us-gaap:CommonStockMember
2023-04-01
2023-06-30
0001412126
rmsl:DiscountToCommonStockMember
2023-04-01
2023-06-30
0001412126
us-gaap:AdditionalPaidInCapitalMember
2023-04-01
2023-06-30
0001412126
us-gaap:RetainedEarningsMember
2023-04-01
2023-06-30
0001412126
2023-04-01
2023-06-30
0001412126
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2023-06-30
0001412126
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2023-06-30
0001412126
us-gaap:SeriesCPreferredStockMember
us-gaap:PreferredStockMember
2023-06-30
0001412126
us-gaap:CommonStockMember
2023-06-30
0001412126
rmsl:DiscountToCommonStockMember
2023-06-30
0001412126
us-gaap:AdditionalPaidInCapitalMember
2023-06-30
0001412126
us-gaap:RetainedEarningsMember
2023-06-30
0001412126
2023-06-30
0001412126
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2023-07-01
2023-09-30
0001412126
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2023-07-01
2023-09-30
0001412126
us-gaap:SeriesCPreferredStockMember
us-gaap:PreferredStockMember
2023-07-01
2023-09-30
0001412126
us-gaap:CommonStockMember
2023-07-01
2023-09-30
0001412126
rmsl:DiscountToCommonStockMember
2023-07-01
2023-09-30
0001412126
us-gaap:AdditionalPaidInCapitalMember
2023-07-01
2023-09-30
0001412126
us-gaap:RetainedEarningsMember
2023-07-01
2023-09-30
0001412126
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2023-09-30
0001412126
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2023-09-30
0001412126
us-gaap:SeriesCPreferredStockMember
us-gaap:PreferredStockMember
2023-09-30
0001412126
us-gaap:CommonStockMember
2023-09-30
0001412126
rmsl:DiscountToCommonStockMember
2023-09-30
0001412126
us-gaap:AdditionalPaidInCapitalMember
2023-09-30
0001412126
us-gaap:RetainedEarningsMember
2023-09-30
0001412126
2023-09-30
0001412126
srt:MinimumMember
2024-09-30
0001412126
srt:MaximumMember
2024-09-30
0001412126
us-gaap:SeriesAPreferredStockMember
2024-01-01
2024-09-30
0001412126
us-gaap:SeriesBPreferredStockMember
2024-01-01
2024-09-30
0001412126
us-gaap:SeriesCPreferredStockMember
2024-01-01
2024-09-30
0001412126
us-gaap:SeriesAPreferredStockMember
2023-01-01
2023-09-30
0001412126
us-gaap:SeriesBPreferredStockMember
2023-01-01
2023-09-30
0001412126
us-gaap:SeriesCPreferredStockMember
2023-01-01
2023-09-30
0001412126
2023-01-01
2023-12-31
0001412126
rmsl:ConvertiblePromissoryNoteMember
2024-01-10
0001412126
2024-01-10
0001412126
rmsl:ConvertiblePromissoryNoteMember
2024-01-01
2024-09-30
0001412126
rmsl:ConvertiblePromissoryNoteMember
2024-07-06
2024-07-06
0001412126
us-gaap:CommonStockMember
2024-07-06
0001412126
us-gaap:ConvertibleNotesPayableMember
2024-07-24
2024-07-24
0001412126
2024-07-24
2024-07-24
0001412126
us-gaap:MeasurementInputExercisePriceMember
2024-09-30
0001412126
us-gaap:MeasurementInputExercisePriceMember
rmsl:InitialValuationMember
2024-09-30
0001412126
us-gaap:MeasurementInputConversionPriceMember
2024-09-30
0001412126
us-gaap:MeasurementInputConversionPriceMember
rmsl:InitialValuationMember
2024-09-30
0001412126
us-gaap:MeasurementInputPriceVolatilityMember
2024-09-30
0001412126
us-gaap:MeasurementInputPriceVolatilityMember
rmsl:InitialValuationMember
2024-09-30
0001412126
us-gaap:MeasurementInputRiskFreeInterestRateMember
2024-09-30
0001412126
us-gaap:MeasurementInputRiskFreeInterestRateMember
rmsl:InitialValuationMember
2024-09-30
0001412126
us-gaap:MeasurementInputExpectedDividendRateMember
2024-09-30
0001412126
us-gaap:MeasurementInputExpectedDividendRateMember
rmsl:InitialValuationMember
2024-09-30
0001412126
us-gaap:MeasurementInputExpectedTermMember
2024-09-30
0001412126
us-gaap:MeasurementInputExpectedTermMember
rmsl:InitialValuationMember
2024-09-30
0001412126
rmsl:MrWoodMember
2024-01-01
2024-09-30
0001412126
rmsl:MrWoodMember
2024-09-30
0001412126
rmsl:MrWoodMember
2023-12-31
0001412126
rmsl:MrWoodMember
2023-01-01
2023-09-30
0001412126
rmsl:MrBirdMember
2024-09-30
0001412126
rmsl:MrBirdMember
2023-12-31
0001412126
rmsl:MrLaneMember
2024-01-01
2024-09-30
0001412126
rmsl:MrLaneMember
2023-01-01
2023-09-30
0001412126
us-gaap:TechnologyServiceMember
2024-09-30
0001412126
us-gaap:TechnologyServiceMember
2023-09-30
0001412126
rmsl:ROUMember
2022-05-01
0001412126
2024-12-31
0001412126
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2024-01-01
2024-09-30
0001412126
2023-07-24
2023-07-24
0001412126
us-gaap:SeriesCPreferredStockMember
2023-07-24
xbrli:shares
iso4217:USD
iso4217:USD
xbrli:shares
xbrli:pure
I, Thomas J. Wood, certify that:
1. I have reviewed this Form 10-Q for the period
ended September 30, 2024, of REMSleep Holdings, Inc.:
2. Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements,
and other financial information included in this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
4. As the registrant’s sole certifying officer
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly
during the period in which this report is being prepared;
b. Designed such internal control over
financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c. Evaluated the effectiveness of the
registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change
in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. As the registrant’s sole certifying officer
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the
audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and
material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect
the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material,
that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
In connection with the Quarterly Report of REMSleep
Holdings, Inc. on Form 10-Q for the period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date
hereof (the Report), I, Thomas J. Wood, Chief Executive Officer and Chief Financial Officer of REMSleep Holdings, Inc., certify pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: