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~~March 3031, ~~2023~~2024

☐ 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)

~~813~~912-~~367~~590-~~3855~~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~~May 1417, ~~2023~~2024, there were 1,~~461~~1,~~616~~475,~~601~~313,085 shares of common stock outstanding.

TABLE OF CONTENTS

		Page No.
PART I. - FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Plan of Operations	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	65
Item 4	Controls and Procedures	65
PART II - OTHER INFORMATION		76
Item 1.	Legal Proceedings	76
Item 1A.	Risk Factors	76
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	76
Item 3.	Defaults Upon Senior Securities	76
Item 4.	Mine Safety Disclosures	76
Item 5.	Other Information	76
Item 6.	Exhibits	76
Signatures		87

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REMSLEEP HOLDINGS, INC.

Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022 (audited)		F-1
Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023 (audited)		F-1
Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)		F-2
Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (unaudited)		F-2
Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)		F-3
Statements of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2024 and 2023 (unaudited)		F-3
Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (unaudited)		F-4
Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (unaudited)		F-4
Notes to the Financial Statements (unaudited)		F-5

REMSLEEP HOLDINGS, INC.
BALANCE SHEETS

	September 30, 2023			December 31, 2022
	March 31, 2024			December 31, 2023
	(Unaudited)			(Audited)
ASSETS	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash	$	~~904~~730,~~363~~625		$	1719,~~841,988~~100
Accounts receivable		40,560			11,698
Accounts receivable, net of allowance of $5,590 and $5,590, respectively		15,994			9,025
Prepaid		7,500			—
Other assets		12,000			8,710
Inventory		~~886~~85,~~026~~557			199,~~056,007~~147
Total current assets		1844,~~838,449~~176			2835,~~909,693~~982
Other asset		10,000			10,000
Right of use asset		~~209~~150,~~153~~396			~~303~~177,~~227~~796
Property and equipment, net		~~210~~154,~~096~~976			~~137~~182,~~980~~536
Total Assets	$	21,~~267~~159,~~698~~548		$	31,~~360~~206,~~900~~314
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	1514,~~750~~000		$	5437,~~845~~000
Accrued compensation		6160,~~000~~500			5260,~~000~~500
Accrued interest – related party		—			90,119
Convertible note payable, net of discount of $94,111		48,889			—
Loan payable – related party		—			179,191
Derivative liability		201,263			—
Due to a related party		—			4,740
Accrued interest		3,213			—
Operating lease liability – current portion		~~115~~138,~~388~~659			93134,~~241~~438
Total current liabilities		~~192~~466,~~138~~524			~~474~~231,~~136~~938
Long Term Liabilities
Operating lease liability – net of current portion		8614,~~912~~904			~~178~~43,~~226~~676
Total Liabilities		~~279~~481,~~050~~428			~~652~~275,~~362~~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 and 0 shares issued and outstanding, respectively		2,000			—
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, 1,461,616,601 shares issued and outstanding		1,461,615			1,461,615
Discount to common stock		(94,708	)		(94,708	)
Additional paid in capital		13,749,052			13,~~751~~749,052
Accumulated Deficit		(1314,~~134~~445,~~811~~339	)		(1214,~~414~~192,~~921~~759	)
Total Stockholders’ Equity (Deficit)		1678,~~988,648~~120			2930,~~708,538~~700
Total Liabilities and Stockholders’ Equity (Deficit)	$	21,~~267~~159,~~698~~548		$	31,~~360~~206,~~900~~314

The accompanying notes are an integral part of these unaudited financial statements.

F-1

REMSLEEP HOLDINGS, INC.
STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2023			2022			2023			2022
	2024			2023
Revenue	$	5157,~~947~~881		$	~~137~~85,~~568~~655		$	~~196,262~~		$	~~257,238~~
Cost of goods sold		4913,~~940~~590			8673,~~250~~576			~~173,578~~			~~176,010~~
Gross margin	$	244,~~007~~291		$	5112,~~318~~079		$	~~22,684~~		$	~~81,228~~
Operating Expenses:
Professional fees	$	307,~~690~~970		$	1417,~~200~~892		$	~~78,392~~		$	~~100,165~~
Compensation expense – related party		32,000			72,000			144,000			165,000
Development expense		22,188			26,782
Development expense		13,887			121,170			89,599			184,888
Compensation – related party		24,000			60,000
Lease expense		3328,~~590~~908			2146,~~296~~304			~~103,089~~			~~51,160~~
General and administrative		~~163~~85,~~167~~440			~~129~~82,~~156~~077			~~321,298~~			~~385,720~~
Total operating expenses		~~273~~168,~~334~~506			~~357~~233,~~822~~055			~~736,378~~			~~886,933~~
Loss from operations		(~~271~~124,~~327~~215	)		(~~306~~220,~~504~~976	)		~~(713,694~~	)		~~(805,705~~	)
Other expense:
Interest expense		—(27,979	)		(5,~~656~~283	)		~~(7,090~~	)		~~(231,734~~	)
Gain (loss) on disposal of fixed assets		894			—			894			(28,264	)
Change in fair value of derivative		(100,386	)		—
Change in fair value of derivative		—			—			—			(3,048	)
Total other expense		(128,365	)		(5,283	)
Total other expense		894			(5,656	)		(6,196	)		(263,046	)
Loss before income taxes		(252,580	)		(226,259	)
Loss before income taxes		(270,433	)		(312,160	)		(719,890	)		(1,068,751	)
Provision for income taxes		—			—
Provision for income taxes		—			—						—
Net Loss	$	(252,580	)	$	(226,259	)
Net Loss	$	(270,433	)	$	(312,160	)	$	(719,890	)	$	(1,068,751	)
Net loss per share, basic and diluted	$	(0.00	)	$	(0.00	)
Net loss per share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding, basic and diluted		1,461,616,601			1,461,616,601
Weighted average common shares outstanding, basic and diluted		1,461,616,601			1,461,616,601			1,461,616,601			1,435,343,158

The accompanying notes are an integral part of these unaudited financial statements.

F-2

REMSLEEP HOLDINGS, INC. STATEMENTS OF ~~CHANGES IN~~ STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2023~~2024 AND ~~2022~~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, 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
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		—		—		—		—		—		—		—		—		—			—			(~~226~~252,~~259~~580	)		(~~226~~252,~~259~~580	)
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
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
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	$	2,000		1,461,616,601	$	1,461,615	$	(94,708	)	$	13,749,052		$	(13,134,811	)	$	1,988,648

	Series A Preferred Stock				Series B Preferred Stock				Common Stock				Discount to Common			Additional Paid-in			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Stock			Capital			Deficit			Total
Balance, December 31, 2021		5,000,000	$	5,000		500,000	$	500		1,234,008,735	$	1,234,006	$	(94,708	)	$	11,865,439		$	(10,391,615	)	$	2,618,622
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
Common stock issued for conversion of debt		—		—		—		—		34,799,374		34,801		—			505,036			—			539,837
Net Loss		—		—		—		—		—		—		—			—			(226,259	)		(226,259	)
Common stock issued for cash		—		—		—		—		114,000,000		114,000		—			741,000			—			855,000
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
Warrants converted to common stock		—		—		—		—		70,128,204		70,128		—			(70,128	)		—			—
Net Loss		—		—		—		—		—		—		—			—			(316,299	)		(316,299	)
Balance, March 31, 2022		5,000,000		5,000		500,000		500		1,452,936,313		1,452,935		(94,708	)		13,041,347			(10,707,914	)		3,697,160
Common stock issued for conversion of debt		—		—		—		—		8,680,288		8,680		—			172,973			—			181,653
Net Loss		—		—		—		—		—		—		—			—			(440,292	)		(440,292	)
Balance, June 30, 2022		5,000,000		5,000		500,000		500		1,461,616,601		1,461,615		(94,708	)		13,214,320			(11,148,206	)		3,438,521
Net Loss		—		—		—		—		—		—		—			—			(312,160	)		(312,160	)
Balance, September 30, 2022		5,000,000	$	5,000		500,000	$	500		1,461,616,601	$	1,461,615	$	(94,708	)	$	13,214,320		$	(11,460,366	)	$	3,126,361

The accompanying notes are an integral part of these unaudited financial statements.

F-3

REMSLEEP HOLDINGS, INC.
STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2023			2022
	2024			2023
Cash Flows from Operating Activities:
Net loss	$	(~~719~~252,~~890~~580	)	$	(1226,~~068,751~~259	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		6327,~~839~~561			4620,~~606~~770
Change in fair value of derivative		—100,386			~~3,048~~-
Discount amortization		—24,765			~~206,157~~-
Gain (loss) on disposal of fixed assets		—			28,264
Operating lease expense		2,849			9,148
Operating lease expense		24,907			10,100
Changes in Operating Assets and Liabilities:
Accounts receivable		(286,~~862~~969	)		(153,~~200~~717	)
Prepaids and other assets		(73,~~500~~290	)		~~(70,656~~-	)
Inventory		~~169~~13,~~981~~590			(173,~~128,423~~576	)
Accounts payable		(3923,~~095~~000	)		17(40,~~734~~824	)
Accrued compensation – related party		~~9,000~~-			518,000
Accrued interest		—3,213			~~(13,521~~-	)
Accrued interest – related party		~~(90,119~~-	)		165,~~958~~283
Net cash used by operating activities		(~~617~~113,~~739~~475	)		(1144,~~962,684~~023	)
Cash Flows from Investing Activities:
Purchase of property and equipment		~~(135,955~~-	)		(71128,~~462~~450	)
Net cash used by investing activities		~~(135,955~~-	)		(71128,~~462~~450	)
Cash Flows from Financing Activities:
Repayment of loans		—			(45,000	)
Proceeds from convertible note payable		125,000			-
Repayment of loans – related party		~~(183,931~~-	)		—(104,740	)
Cash advance – related party		—			1,523
Net cash provided (used) by financing activities		125,000			(104,740	)
Proceeds from sale of common stock		—			855,000
Net change in cash		11,525			(377,213	)
Net cash (used) provided by financing activities		(183,931	)		811,523
Cash at beginning of the period		719,100			1,841,988
Net change in cash		(937,625	)		(1,222,623	)
Cash at end of the period	$	730,625		$	1,464,775
Cash at beginning of the period		1,841,988			3,383,568
Cash at end of the period	$	904,363		$	2,160,945
Supplemental cash flow information:
Interest paid in cash	$	—-		$	~~22,140~~-
Taxes paid	$	—-		$	—-
Supplemental non-cash disclosure:
Supplemental disclosure of non-cash activity:
Common stock issued for conversion of note payable principal and accrued interest	$	—		$	427,730
Debt discount to be amortized	$	94,111		$	-
Establish right of use asset	$	—		$	328,803

The accompanying notes are an integral part of these unaudited financial statements.

F-4

REMSLEEP HOLDINGS, INC. NOTES TO UNAUDITED FINANCIAL STATEMENTS ~~SEPTEMBER~~MARCH 3031, ~~2023~~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, ~~2022~~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~~March 3031, ~~2023~~2024, and the results of its operations and cash flows for the ~~nine months~~three months then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for ~~the~~ the full year ending December 31, ~~2023~~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~~March 3031, 2024 and December 31, 2023, the Company had $~~654~~480,~~363~~625 and $469,100 of cash above the FDIC’s $250,000 coverage limit, respectively.

Cash ~~equivalents~~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~~March 3031, ~~2023~~2024 and December 31, ~~2022~~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.

F-5

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~~March 3031, ~~2023~~2024, the Company had approximately 155,000,000 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 and approximately 26,344,000 shares of common stock from a convertible note payable.

As of ~~September~~March 3031, ~~2022~~2023, the Company had ~~139~~approximately 172,~~714~~500,~~286~~ 000 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~~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~~approximate the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.

F-6

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2024:

March 31, 2024:

Description	Level 1		Level 2		Level 3
Derivative	$	—	$	—	$	201,263
Total	$	—	$	—	$	201,263

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~~March 3031, ~~2023~~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. 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. Based on collection experience and periodic reviews of outstanding receivables, the Company determines if it needs to adjust its allowance. As of ~~September~~March 3031, ~~2023~~2024, management has determined that an allowance for doubtful account is ~~not~~ required asof ~~all~~$5,590 for amounts ~~are~~that ~~considered~~may tonot 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 three months ended March 31, 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 $13,134,811 at September 30, 2023, had a net loss of $719,890 and net cash used in operating activities of $617,739 for the nine months ended September 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.

F-7

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 $14,445,339 at March 31, 2024, had a net loss of $252,580 and net cash used in operating activities of $113,475 for the period ended March 31, 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 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 third 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, 2023			December 31, 2022
	March 31, 2024			December 31, 2023
Furniture/fixtures	$	39,746		$	39,746
Office equipment		43,780			43,780
Automobile		37,410			2937,~~905~~410
Tooling/Molds		214,454			86214,~~005~~454
Less: accumulated depreciation		(~~125~~180,~~294~~414	)		(61152,~~456~~854	)
Fixed assets, net	$	~~210~~154,~~096~~976		$	~~137~~182,~~980~~536

Depreciation expense

Depreciation expense for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023 was $6327,~~839~~561 and $4620,~~606~~770, respectively.

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 September 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 September 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 September 30, 2023 and December 31, 2022, there is $15,000 and $2,000 of accrued compensation, respectively, due to Mr. Wood. During the nine months ended September 30, 2023 and 2022, cash payments of $59,000 and $60,000, 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 September 30, 2023 and December 31, 2022, there is $46,000 and $50,000 of accrued compensation, respectively, due to Mr. Bird. During the nine months ended September 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.

F-8

~~The~~NOTE ~~Company~~5 ~~has~~– ~~entered~~CONVERTIBLE ~~into~~NOTE an at-will consulting agreement with Jonathan Lane to serve as Chief Technology Officer. During the nine months ended September 30, 2023 and 2022, the Company made cash payments to Mr. Lane of $28,000 and $48,000, respectively.PAYABLE

~~During~~On January 10, 2024, the ~~nine~~Company ~~months~~issued ~~ended~~a ~~September~~10% 30Convertible Promissory Note (the “Note”) for $143,000 ~~2023~~to 1800 Diagonal Lending ~~and~~LLC. ~~2022,~~The ~~the~~Note ~~Company~~includes ~~paid~~an OID of $1318,000 and matures on January 10, 2025. The OID includes $215,~~500~~000 withheld for legal fees. The Note is convertible into shares of common stock, ~~respectively~~beginning 180 days after the issue date, at a 25% discount to the ~~brother~~average of the ~~CEO~~three ~~for~~lowest ~~services~~trades ~~related~~during the ten days prior to ~~development~~the date of ~~the~~conversion. The Company’s ~~product~~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, During the three months ended March 31, 2024, $24,766 was amortized to interest expense. The debt discount balance as of March 31, 2024, is 94,111.

~~During~~A ~~the~~summary ~~nine~~of ~~months ended September 30, 2023 and 2022,~~ the ~~Company~~activity ~~paid~~of ~~$0 and $1,000, respectively, to~~ the ~~son~~derivative ofliability for the ~~CEO~~notes ~~for~~above ~~website~~is ~~design~~as ~~services.~~follows:

On September 6, 2023, the Company entered into an intellectual property assignment agreement (the “IP Purchase Agreement”) with Mr. Wood, pursuant to which the Company has agreed to issue to Mr. Wood a total of 2,000,000 shares of Series C Preferred Stock.

Balance at December 31, 2023		—
Increase to derivative due to new issuances		100,877
Decrease to derivative due to conversion/repayments		—
Derivative loss due to mark to market adjustment		100,386
Balance at March 31, 2024	$	201,263

~~NOTE~~A 6summary -of ~~OPERATING~~quantitative ~~LEASES~~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 March 31, 2024 is as follows:

Inputs	March 31, 2024			Initial Valuation
Stock price	$	.0124		$	0.0162
Conversion price	$	.0056		$	0.0107
Volatility (annual)		97.75	%		76.34	%
Risk-free rate		5.03	%		4.82	%
Dividend rate		-			-
Years to maturity		.78			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 March 31, 2024 and December 31, 2023, there is $14,500 and $14,500 of accrued compensation, respectively, due to Mr. Wood. During the three months ended March 31, 2024 and 2023, cash payments of $24,000 and $12,000, respectively, were paid to Mr. Wood.

As of March 31, 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 three months ended March 31, 2024 and 2023, the Company made cash payments to Mr. Lane of $0 and $12,000, respectively.

During the three months ended March 31, 2024 and 2023, the Company paid $4,000 and $10,000, 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.

F-9

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~~March 3031, ~~2023~~2024
Operating lease asset	Right of use asset	$	~~209~~150,~~153~~396
Total lease asset		$	~~209~~150,~~153~~396
Liability
Operating lease liability – current portion	Current operating lease liability	$	~~115~~138,~~388~~659
Operating lease liability – noncurrent portion	Long-term operating lease liability		8614,~~912~~904
Total lease liability		$	~~202~~153,~~300~~563

Lease obligations at ~~September 30~~March 31, 2024 ~~2023~~ consisted of the following:

For the year ended December 31:
2023	$	27,102
2024	$	110,025
2024		134,438
2025		49,151
Total payments	$	~~210~~159,~~691~~176
Amount representing interest	$	(85,~~391~~613	)
Lease obligation, net		~~202~~153,~~300~~563
Less current portion		(~~115~~138,~~388~~659	)
Lease obligation – long term	$	8614,~~912~~904

The operating lease expense for the above agreement for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, was $~~103~~28,~~089~~ 909 which consisted of amortization expense of $7326,~~478,~~358 ~~$18,928 of prepaid rent~~ and interest expense of $102,~~683~~551.

~~During~~The operating lease expense for the ~~nine~~above agreement for the three months ended ~~September~~March 3031, 2023, ~~the~~ ~~Company~~was ~~also incurred~~ $1135,~~095~~209 which consisted of ~~rent~~amortization expense ~~for~~of an$22,098, ~~apartment~~$9,149 ~~used~~of byprepaid ~~Company~~rent ~~personnel.~~and ~~The~~interest ~~apartment~~expense isof ~~a monthly~~$3, ~~short-term rental~~962.

FDuring the three months ended March 31, 2023, the Company also incurred $11,095 of rent expense for an apartment used by Company personnel. The apartment is a monthly, short-9term rental.

~~NOTE 7~~ F- ~~PREFERRED STOCK~~10

NOTE 8 - 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 89 - WARRANTS

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term		Aggregate Intrinsic Value
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		(172,500,000	)	$	—		—	$	—
Exercisable at September 30, 2023 (2)		—		$	—		—	$	—
Exercisable at December 31, 2023 (1)		—		$	—		—	$	—

(1) The ~~outstanding~~Company ~~warrants~~received ~~include~~a anSettlement ~~anti-dilutive~~and ~~clause~~Mutual ~~requiring~~Release ~~adjustment~~Agreement, toeffective ~~the~~July ~~exercise~~6, ~~price~~2023, ~~for~~from ~~any~~Granite ~~reason~~Global ~~outlined~~Value inInvestments ~~the~~Ltd, ~~agreement. The number of warrant shares is increased so~~ that ~~the~~cancels ~~aggregated~~all ~~exercise~~remaining ~~price~~warrants iswith ~~equal to~~ the ~~original exercise price~~Company. ~~The fair value of any additional warrants is recognized as a deemed dividend.~~

~~(2)~~NOTE ~~The~~10 ~~Company~~- ~~received~~COMMITMENTS aAND ~~Settlement and Mutual Release Agreement, effective July 6, 2023, from Granite Global Value Investments Ltd, that cancels all remaining warrants with the Company.~~CONTINGENCIES

~~NOTE~~The 9Company 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 ~~COMMITMENTS~~lab. ~~AND~~This ~~CONTINGENCIES~~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 second quarter of 2024. The 510K will be submitted immediately after testing is completed.

~~The~~NOTE ~~Company~~11 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.~~SUBSEQUENT 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. EVENTS

~~NOTE~~In 10accordance with SFAS 165 (ASC 855-10) ~~SUBSEQUENT~~management has ~~EVENTS~~performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it has the following material subsequent event to disclose in these financial statements.

InSubsequent ~~accordance~~to ~~with~~March ~~SFAS~~31, ~~165~~2024, ~~(ASC~~the ~~855-10)~~Company ~~management~~sold ~~has~~13,696,484 ~~performed~~shares ~~an evaluation~~ of ~~subsequent~~common ~~events~~stock ~~through the date that the financial statements were available~~ to beQuick ~~issued~~Capital ~~and~~LLC ~~has~~for ~~determined that~~total itproceeds ~~does~~of ~~not have any material subsequent events to disclose in these financial statements other than the following~~$70,000.

F-1011

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.

Our website is located at: http://remsleep.com.

Results of Operations

The three months ended ~~September~~March 3031, ~~2023~~2024 compared to the ~~three~~ three months ended ~~September~~March 3031, ~~2022~~2023

Revenues

We recognized revenue and cost of goods for the sale of our CPAP machines of $5157,~~947~~881 and $4913,~~940,~~590 respectively for the three months ended ~~September~~March 3031, ~~2023~~2024 and $~~137~~85,~~568~~655 and $8673,~~250 respectively~~576 for the three months ended ~~September~~March 3031, ~~2022~~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 $307,~~690~~970 and $1417,~~200~~892 for the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, respectively, ana ~~increase~~decrease of $169,~~490,~~922 or ~~116~~55.15%. Professional fees consist mostly of accounting, audit and legal fees. The ~~increase~~decrease inis ~~the~~attributed ~~current~~to ~~period~~a isdecrease ~~due~~in toaudit ~~increased~~fees ~~legal~~from ~~fees~~the prior period.

Compensation expenses were $3224,000 and $7260,000 for the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, respectively, a decrease of $4036,000 or ~~55.6~~60%. ~~Effective~~ June 1, 2023, Mr. Bird~~, our~~ ~~former Chairman,~~ resigned from all positions with the Company, this resulted in the decrease to compensation expense.

Development expenses related to our CPAP systems was $1322,~~887~~188 and $~~121~~26,~~170~~782 for the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, respectively, a decrease of $~~107~~4,~~283~~594 or 8817.51%. Our development expenses have decreased in the current period as we get closer to completing the development and testing of our DeltaWave product.

Lease expenses were $3328,~~590~~908 and $2146,~~296~~304 for the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, respectively, a decrease of $1217,~~294~~396 or 5737.76%. In the prior year wethe ~~incurred~~Company ~~additional rent~~rented ~~expense~~an ~~for a short-term~~ apartment used ~~rental~~by ~~for~~Company ~~employees to stay at when in town~~personnel. WeThe ~~did~~apartment ~~have~~was ~~this~~a ~~expense~~monthly, inshort-term ~~the current period~~rental.

General and administrative expenses (“G&A”) were $~~163~~85,~~167~~440 and $~~129~~82,~~156~~077 for the three months ~~September~~ended 30March 31, ~~2023~~2024 and ~~2022~~2023, respectively, an increase of $343,~~011~~363 or 264.31%. ~~In the current period we had an increase for our 510K testing expense of $56,261, which was offset by a decrease of approximately $16,000 in other G&A expense.~~

Our loss from operations decreased $3596,~~177~~761 to $~~271~~124,~~327~~215 infor the ~~current~~three ~~period~~months ended March 31, 2024 from $~~306~~220,~~504~~976 infor the ~~prior~~three ~~period~~months ended March 31, 2023.

Other Expenses

The total other ~~income~~expense of $27,979, for the three months ended ~~September~~ 30March 31, ~~2023~~2024, ~~was~~included $~~894~~27,919 ~~from~~for ainterest ~~gain~~expense, onof which $24,765 was for the ~~disposal~~amortization of debt discount. We also recognized a ~~vehicle~~loss ~~that~~on ~~was~~the ~~traded~~change in ~~for~~fair avalue ~~new~~of ~~vehicle~~derivatives. Total other expense for the three months ended ~~September~~March 3031, ~~2022~~2023, was $5,~~656,~~ 283 for interest expense.

Net Loss

For the three months ended ~~September~~March 3031, ~~2023~~2024, we we had a net loss of $~~270~~252,~~433~~580 as compared to a net loss of $~~312~~226,~~160~~259 for the three months ended ~~September~~March 3031, ~~2022~~2023. Our net loss increased due to the reasons discussed above.

The nine months ended September 30, 2023 compared to the nine months ended September 30, 2022

Revenues

We recognized revenue and cost of goods for the sale of our CPAP machines of $196,262 and $173,578, respectively for the nine months ended September 30, 2023 and $257,238 and $176,010, respectively for the nine months ended September 30, 2022. 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 $78,392 and $100,165 for the nine months ended September 30, 2023 and 2022, respectively, a decrease of $21,773 or 21.7%. Professional fees consist mostly of accounting, audit and legal fees. The decrease is attributed to a decrease in legal fees of approximately $32,000 from the prior period.

Compensation expenses were $144,000 and $165,000 for the nine months ended September 30, 2023 and 2022, respectively, a decrease of $21,000 or 12.7%. On April 1, 2022, compensation expense for our CEO and Chairman increased and effective June 1, 2023, Mr. Bird resigned from all positions with the Company.

Development expenses related to our CPAP systems was $85,599 and $184,888 for the nine months ended September 30, 2023 and 2022, respectively, a decrease of $95,289 or 51.5%. Our development expenses have decreased in the current period as we get closer to completing the development and testing of our DeltaWave product.

Lease expenses were $103,089 and $51,160 for the nine months ended September 30, 2023 and 2022, respectively, an increase of $51,929 or 101.5%. Our monthly lease expense has increased from the prior period per the terms od our lease agreement.

General and administrative expenses (“G&A”) were $321,298 and $385,720 for the nine months September 30, 2023 and 2022, respectively, a decrease of $64,422 or 16.7%. In the current period we had decreases in travel expense of approximately $24,400, employee expense of approximately $26,600 and web design of $19,300.

Our loss from operations decreased $92,011 to $713,694 for the nine months ended September 30, 2023 from $805,705 for the nine months ended September 30, 2022.

Other Expenses

The total other expense of $6,196, for the nine months ended September 30, 2023, included $7,090 for interest expense, which was offset by $894 from a gain on the disposal of a vehicle that was traded in for a new vehicle. Total other expense for the nine months ended September 30, 2022, was $263,046. Other expenses included a loss in the change of fair value of $3,048, loss on disposal of fixed assets of $28,264 and interest expense of $231,734 (includes $206,157 amortization of debt discount).

Net Loss

For the nine months ended September 30, 2023, we had a net loss of $719,890 as compared to a net loss of $1,068,751 for the nine months ended September 30, 2022. Our net loss decreased due to the decrease in other expenses, which in the prior period consisted mostly of non-cash expenses related to our convertible debt and to the decrease of development expense, during the current period.

Liquidity and Capital Resources

Cash flow from operations

Cash used in operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, was $~~617~~113,~~739~~475 compared to $1144,~~962,684~~023 of cash used in operating activities for the ~~nine~~three months ended ~~September 30,~~March ~~2022~~31, 2023. ~~In the prior period we used approximately $1.2 mil for the purchase of inventory.~~

Cash Flows from Investing

~~Cash~~We used inno cash for investing activities for the ~~purchase~~ ofthree ~~equipment, tooling and a new automobile, for the nine~~ months ended ~~September~~March 3031, ~~2023~~2024. ~~was~~Cash ~~$135,955~~used asin ~~compared~~investing toactivities ~~$71,462~~for ofthe ~~cash~~purchase ~~used in~~of ~~investing~~equipment ~~activities~~and tooling, for the ~~nine~~three months ended March ~~September 30~~31, ~~2022~~2023 was $128,450.

Cash Flows from Financing

For the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, we received ~~repaid~~ $~~183~~125,~~931~~000 offor the ~~loan~~issuance ~~payable~~of ~~due~~a toconvertible ~~our~~note ~~chairman~~payable. For the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, we repaid $45100,000 of ~~a loan~~the loan payable. Wedue ~~also~~to ~~received~~our chairman and $~~855~~4,~~000~~740 of a short term cash advance from a related party for the ~~sale~~payment of ~~common stock~~expenses.

As of ~~September~~March 3031, ~~2023~~2024, we have current assets of of $2844,~~267,698~~176 which includes $~~904~~730,~~363~~625 of cash and $~~886~~85,~~026~~557 of inventory.

Going Concern

As of ~~September~~March 3031, ~~2023~~2024, there is substantial ~~doubt~~ 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~~three months ended ~~September~~March 3031, ~~2023~~2024, for a condensed discussion of our critical accounting policies and our Form 10-K for the year ~~ended~~ ended December 31, ~~2022~~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~~March 3031, ~~2023~~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:

Exhibit No.		Description
4.1		Convertible promissory note, dated January 10, 2024, issued to 1800 Diagonal Lending LLC
31.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101).

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, 2023	By:	/s/ Thomas J. Wood
Date: May 17, 2024	By:	/s/ Thomas J. Wood
		Thomas J. Wood
		Chief Executive Officer and Director (Principal Executive Officer) (Principal Financial and Accounting Officer)

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