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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, ~~2025~~ 2026

☐ 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.)

~~3222~~500 ~~HWY~~S 84Australian ~~Suite~~Ave, ~~101~~West ~~Blackshear,~~Palm ~~Georgia 31516~~Beach FL 3341

(Address of principal executive offices) (Zip Code)

~~912~~ 561-~~590~~668-~~2001~~0846

(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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		RMSL		OTCPink

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of ~~November~~June 189, ~~2025,~~2026 there were 1,~~617~~694,~~658~~610,~~094~~123 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, 2025 (unaudited) and December 31, 2024 (audited)		F-1
Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025 (audited)		F-1
Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)		F-2
Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (unaudited)		F-2
Statements of Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)		F-3
Statements of Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2026 and 2025 (unaudited)		F-3
Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited)		F-5
Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (unaudited)		F-4
Notes to the Financial Statements (unaudited)		F-65

REMSLEEP HOLDINGS, INC.
BALANCE SHEETS

	September 30, 2025			December 31, 2024
	March 31, 2026			December 31, 2025
ASSETS	(Unaudited)			(Audited)
Current assets:
Cash	$	~~343~~87,~~948~~953		$	~~463~~214,~~343~~514
Accounts receivable, net of allowance of $9,741 and $7,000, respectively		—			2,741
Other current assets		2,500			4,375
Other assets		6,250			9,100
Inventory		70,356			46,304
Prepaid – related party		—			7,500
Total current assets		160,809			265,193
Inventory		22,470			—
Deposit on inventory		—			9,050
Total current assets		372,668			491,734
Other asset		10,000			10,000
Right of use asset		3021,~~642~~716			1626,~~154~~207
Property and equipment, net		5030,~~755~~987			7338,~~809~~356
Total Assets	$	~~464~~223,~~065~~512		$	~~591~~339,~~697~~756
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	14173,~~000~~357		$	30114,~~000~~761
Accrued compensation		4651,000			46,000
Convertible notes payable, net of $70,976 and $100,162 debt discount, respectively		68,124			16,438
Convertible note payable, net of $52,986 and $127,701 debt discount, respectively		15,139			52,199
Accrued interest		86,~~242~~813			14,~~406~~607
Derivative liability		4778,~~717~~038			~~152~~63,~~014~~920
Operating lease liability – current portion		1817,~~382~~928			918,~~136~~154
Total current liabilities		~~202~~342,~~465~~275			~~254~~299,~~994~~641
Operating lease liability – net of current portion		12,260			—
Long Term Liabilities
Total Liabilities		214,725			254,994
Operating lease liability – net of current portion		3,788			8,053
Total Liabilities		346,063			307,694
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 and outstanding		500			500
Series C preferred stock, $0.001 par value, 5,000,000 shares authorized, 4,000,000 and 2,000,000 issued and outstanding, respectively		4,000			2,000
Series C preferred stock, $0.001 par value, 5,000,000 shares authorized, 4,000,000 and 4,000,000 issued and outstanding, respectively		4,000			4,000
Common stock, $0.001 par value, 3,000,000,000 shares authorized, 1,608,603,773 and 1,523,620,126 shares issued and outstanding, respectively		1,608,603			1,523,619
Common stock, $0.001 par value, 3,000,000,000 shares authorized, 1,694,610,123 and 1,659,190,126 shares issued and outstanding, respectively		1,694,609			1,659,189
Discount to common stock		(94,708	)		(94,708	)
Additional paid in capital		16,~~682~~849,~~107~~028			1416,~~171~~749,~~048~~137
Accumulated Deficit		(1718,~~956~~580,~~162~~980	)		(1518,~~270~~291,~~756~~056	)
Total Stockholders’ Equity (Deficit)		~~249~~(122,~~340~~551	)		~~336~~32,~~703~~062
Total Liabilities and Stockholders’ Equity (Deficit)	$	~~464~~223,~~065~~512		$	~~591~~339,~~697~~756

The accompanying notes are an integral ~~part~~ 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,
	2025			2024			2025			2024
	2026			2025
Revenue	$	~~7,454~~—		$	~~37,260~~—		$	~~12,278~~		$	~~122,735~~
Cost of goods sold		(28	)		(58,560	)		(628	)		(78,090	)
Operating Expenses:
Gross margin	$	7,426		$	(21,300	)	$	11,650		$	44,645
Professional fees	$	2,276		$	7,800
Operating Expenses:
Compensation expense – related party		44,140			27,000
Professional fees	$	11,750		$	22,680		$	47,300		$	87,365
Development expense		—			17,200
Compensation expense – related party		2,197,000			49,000			2,248,000			105,000
Lease expense		4,800			24,891
Development expense		—			40,775			18,700			196,795
General and administrative		180,132			54,424
Lease expense		4,968			18,255			31,459			69,179
Total operating expenses		231,348			131,315
General and administrative		76,977			42,105			213,327			201,501
Loss from operations	$	(231,348	)	$	(131,315	)
Total operating expenses		2,290,695			172,815			2,558,786			659,840
Other income (expense):
Loss from operations		(2,283,269	)		(194,115	)		(2,547,136	)		(615,195	)
Interest expense		(51,317	)		(76,332	)
Other income (expense):
Loss on issuance of convertible debt		(79,898	)		(85,867	)
Interest expense		(130,133	)		(64,392	)		(350,100	)		(125,303	)
Gain on conversion of debt		36,136			—
Loss on disposal of fixed assets		—			(85,893	)		—			(85,893	)
Change in fair value of derivative		36,503			208,026
Loss on issuance of convertible debt		—			—			(118,654	)		—
Total other expense (income)		(58,576	)		45,827
(Loss) gain on conversion of debt		(47,271	)		14,270			(101,404	)		14,270
Loss before income taxes		(289,924	)		(85,488	)
Early payment penalty		—			(16,574	)		—			(16,574	)
Provision for income taxes		—			—
Change in fair value of derivative		148,527			68,795			431,888			72,607
Net Loss	$	(289,924	)	$	(85,488	)
Total other expense		(28,877	)		(83,794	)		(138,270	)		(140,893	)
Net loss per share, basic and diluted	$	(0.00	)	$	(0.00	)
Loss before income taxes		(2,312,146	)		(277,909	)		(2,685,406	)		(756,088	)
Weighted average common shares outstanding, basic and diluted		1,690,499,870			1,526,104,679
Provision for income taxes		—			—			—			—
Net Loss	$	(2,312,146	)	$	(277,909	)	$	(2,685,406	)	$	(756,088	)
Net loss per share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding, basic and diluted		1,577,123,665			1,511,435,187			1,549,248,223			1,482,015,097

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

F-2

REMSLEEP HOLDINGS, INC. STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2025~~2026 AND ~~2024~~2025

(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, 2024		5,000,000	$	5,000		500,000	$	500		2,000,000	$	2,000		1,523,620,126	$	1,523,619	$	(94,708	)	$	14,171,048		$	(15,270,756	)	$	336,703
Balance, December 31, 2025		5,000,000	$	5,000		500,000	$	500		4,000,000	$	4,000		1,659,190,126	$	1,659,189	$	(94,708	)	$	16,749,137		$	(18,291,056	)	$	32,062
Common stock issued for warrants		—		—		—		—		—		—		11,768,934		11,769		—			(11,769	)		—			—
Common stock issued for debt		—		—		—		—		—		—		35,419,997		35,420		—			99,891			—			135,311
Net Loss		—		—		—		—		—		—				—		—			—			(85289,~~488~~924	)		(85289,~~488~~924	)
Balance, March 31, 2025		5,000,000		5,000		500,000		500		2,000,000		2,000		1,535,389,060		1,535,388		(94,708	)		14,159,279			(15,356,244	)		251,215
Balance, March 31, 2026		5,000,000	$	5,000		500,000	$	500		4,000,000	$	4,000		1,694,610,123	$	1,694,609	$	(94,708	)	$	16,849,028		$	(18,580,980	)	$	(122,551	)
Common stock issued for debt		—		—		—		—		—		—		22,460,270		22,460		—			154,103			—			176,563
Net Loss		—		—		—		—		—		—				—		—			—			(287,772	)		(287,772	)
Balance, June 30, 2025		5,000,000		5,000		500,000		500		2,000,000		2,000		1,557,849,330		1,557,848		(94,708	)		14,313,382			(15,644,016	)		140,006
Stock issued for services – related party		—		—		—		—		2,000,000		2,000		—		—		—			2,158,000			—			2,160,000
Common stock issued for debt		—		—		—		—		—		—		50,754,443		50,755		—			210,725			—			261,480
Net Loss		—		—		—		—		—		—		—		—		—			—			(2,312,146	)		(2,312,146	)
Balance, September 30, 2025		5,000,000	$	5,000		500,000	$	500		4,000,000	$	4,000		1,608,603,773	$	1,608,603	$	(94,708	)	$	16,682,107		$	(17,956,162	)	$	249,340

F-3

	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, 2024		5,000,000	$	5,000		500,000	$	500		2,000,000	$	2,000		1,523,620,126	$	1,523,619	$	(94,708	)	$	14,171,048		$	(15,270,756	)	$	336,703
Common stock issued for warrants		—		—		—		—		—		—		11,768,934		11,769		—			(11,769	)		—			—
Net Loss		—		—		—		—		—		—				—		—			—			(85,488	)		(85,488	)
Balance, March 31, 2025		5,000,000	$	5,000		500,000	$	500		2,000,000	$	2,000		1,535,389,060	$	1,535,388	$	(94,708	)	$	14,159,279		$	(15,356,244	)	$	251,215

	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

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

~~The accompanying notes are an integral part of these unaudited financial statements.~~F-3

~~F-4~~REMSLEEP HOLDINGS, INC. STATEMENTS OF CASH FLOWS

~~REMSLEEP HOLDINGS, INC. STATEMENTS OF CASH FLOWS~~(Unaudited)

(Unaudited)

	For the Three Months Ended  March 31,
	2026			2025
Cash Flows from Operating Activities:
Net loss	$	(289,924	)	$	(85,488	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		7,369			4,836
Change in fair value of derivative		(36,503	)		(208,026	)
Loss on issuance of convertible debt		79,898			85,867
Discount amortization		42,840			70,738
Gain on conversion of debt		(36,136	)		—
Debt conversion fee		6,000			—
Operating lease expense		—			7,018
Changes in Operating Assets and Liabilities:
Prepaids and other assets		1,875			3,900
Inventory		(24,051	)		—
Deposit on inventory		—			(1,512	)
Accounts payable		58,595			(2,601	)
Deferred revenue		—			579
Accrued compensation – related party		5,000			9,000
Accrued interest		8,476			5,593
Net cash used by operating activities		(176,561	)		(110,096	)

Cash Flows from Financing Activities:
Proceeds from convertible note payable		50,000			154,000
Net cash provided by financing activities		50,000			154,000

Net change in cash		(126,561	)		43,904
Cash at beginning of the period		214,514			463,343
Cash at end of the period	$	87,953		$	507,247

Supplemental cash flow information:
Interest paid in cash	$	—		$	—
Taxes paid	$	—		$	—
Supplemental disclosure of non-cash activity:
Debt discount to be amortized	$	52,986		$	219,724
Common stock issued for note payable principal and accrued interest	$	135,311		$	—

	For the Nine Months Ended September 30,
	2025			2024
Cash Flows from Operating Activities:
Net loss	$	(2,685,406	)	$	(756,088	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		23,054			63,449
Change in fair value of derivative		(431,888	)		(72,607	)
Loss on issuance of convertible debt		118,654			—
Loss on conversion of debt		101,404			—
Discount amortization		328,868			118,877
Operating lease expense		7,018			(9,001	)
Preferred stock issued for services – related parties		2,160,000			—
Loss on disposal of fixed assets		—			85,893
Gain on conversion		—			(14,270	)
Bad debt expense		2,741			—
Changes in Operating Assets and Liabilities:
Accounts receivable		—			(7,269	)
Prepaids and other assets		10,350			(7,790	)
Inventory		(22,470	)		69,040
Deposit on inventory		9,050			—
Accounts payable		(16,000	)		6,580
Deferred revenue		—			—
Accrued compensation – related party		—			(14,500	)
Accrued interest		21,230			—
Net cash used by operating activities		(373,395	)		(537,686	)
Cash Flows from Investing Activities:
Purchase of property and equipment		—			(73,700	)
Net cash used by investing activities		—			(73,700	)
Cash Flows from Financing Activities:
Proceeds from convertible note payable		254,000			125,000
Repayment of convertible note payable		—			(93,000	)
Proceeds from the sale of common stock		—			395,000
Net cash provided by financing activities		254,000			427,000
Net change in cash		(119,395	)		(184,386	)
Cash at beginning of the period		463,343			719,100
Cash at end of the period	$	343,948		$	534,714
Supplemental cash flow information:
Interest paid in cash	$	—		$	6,426
Taxes paid	$	—		$	—
Supplemental disclosure of non-cash activity:
Debt discount to be amortized	$	70,976		$	64,392
Common stock issued for note payable principal, accrued interest and fees	$	315,910		$	—

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

~~The accompanying notes are an integral part of these unaudited financial statements.~~ F-4

~~F-5~~REMSLEEP HOLDINGS, INC. NOTES TO UNAUDITED FINANCIAL STATEMENTS MARCH 31, 2026

~~REMSLEEP~~NOTE ~~HOLDINGS,~~1 ~~INC. NOTES~~– ~~TO FINANCIAL STATEMENTS SEPTEMBR 30, 2025~~BACKGROUND

~~(Unaudited)~~Business Activity

~~NOTE~~ 1REMSleep –Holdings, ~~BACKGROUND~~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.

~~Business~~NOTE ~~Activity~~2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~REMSleep~~Basis ~~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.Presentation

~~NOTE~~The 2Company’s –financial ~~SUMMARY~~statements OFhave ~~SIGNIFICANT~~been ~~ACCOUNTING~~prepared ~~POLICIES~~in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

~~Basis~~Use of ~~Presentation~~Estimates

~~These~~The ~~unaudited~~preparation of financial statements ~~have been prepared~~ in ~~accordance~~conformity with accounting principles generally accepted in the United States of America ~~(“US~~requires ~~GAAP”)~~management ~~and~~to ~~the~~make ~~rules and~~estimates ~~regulations of the Securities~~ and ~~Exchange~~assumptions ~~Commission~~that ~~(“SEC”).~~affect ~~These financial statements and~~ the ~~notes~~reported ~~attached~~amounts ~~hereto should~~of beassets ~~read in conjunction with the financial statements~~ and ~~notes~~liabilities ~~included~~at in the ~~Company’s~~date ~~10-K for its fiscal year ended December 31, 2024. In the opinion~~ of the ~~Company, all adjustments, including normal recurring adjustments necessary to present fairly the~~ financial ~~position~~ ofstatements ~~the Company, as of September 30, 2025,~~ and the ~~results~~reported amounts of ~~its~~revenues ~~operations~~ and ~~cash~~expenses ~~flows~~during ~~for~~ the ~~nine~~reporting ~~months then ended have been included~~periods. ~~The~~Actual results ofcould ~~operations~~differ ~~for~~from ~~the~~those ~~interim period are not necessarily indicative of the results for the full year ending December 31, 2025~~estimates.

~~Use~~Concentrations of ~~Estimates~~Credit Risk

~~The~~We ~~preparation~~maintain ofour ~~financial~~cash ~~statements~~ in ~~conformity with~~bank ~~accounting~~deposit ~~principles~~accounts, ~~generally accepted in~~ the ~~United~~balances ~~States~~ of ~~America~~which ~~requires~~at ~~management~~times tomay ~~make~~exceed ~~estimates~~federally ~~and~~insured ~~assumptions~~limits. ~~that affect~~We ~~the~~continually ~~reported~~monitor ~~amounts~~our ofbanking ~~assets~~relationships and ~~liabilities~~consequently athave ~~the~~not ~~date~~experienced ofany ~~the~~losses ~~financial~~in ~~statements~~our ~~and~~accounts. ~~the~~At ~~reported~~times, ~~amounts~~such ofdeposits ~~revenues~~may ~~and expenses~~be ~~during~~in ~~the~~excess ~~reporting~~of ~~periods.~~the ~~Actual~~Federal ~~results~~Deposit ~~could~~Insurance ~~differ~~Corporation ~~from~~insurable ~~those~~amount ~~estimates~~(“FDIC”).

~~Concentrations~~Cash ~~of Credit Risk~~Equivalents

We ~~maintain~~The ~~our~~Company ~~cash~~considers inall ~~bank~~highly ~~deposit~~liquid ~~accounts, the~~investments ~~balances~~with ofa ~~which~~maturity atof ~~times~~three ~~may~~months ~~exceed~~or ~~federally~~less ~~insured~~when ~~limits.~~purchased Weto ~~continually~~be ~~monitor~~cash ~~our banking relationships and consequently have not experienced any losses in our accounts~~equivalents. AtThere ~~times,~~were ~~such~~no ~~deposits~~cash ~~may~~equivalents beas ~~in excess~~ of ~~the~~March ~~Federal Deposit Insurance Corporation insurable amount (“FDIC”). As of September 30~~31, ~~2025~~2026 and December 31, ~~2024, the Company had $93,948 and $213,343 above the FDIC’s $250,000 coverage limit, respectively~~2025.

~~Cash~~Property ~~Equivalents~~and Equipment

~~The~~ ~~Company~~Fixed ~~considers~~assets ~~all~~are ~~highly~~carried ~~liquid~~at ~~investments~~ the lower of cost or net realizable value. All fixed assets with a ~~maturity~~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 ~~months~~to five years. Leasehold improvements are amortized over the lesser of the remaining term of the lease or ~~less~~the ~~when~~estimated ~~purchased~~useful life of the asset. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to beexpense ~~cash~~as ~~equivalents~~incurred. ~~There~~When ~~were~~assets noare ~~cash~~sold ~~equivalents~~or ~~for~~otherwise disposed of, the ~~periods~~cost ~~ended~~and ~~September 30,~~accumulated ~~2025~~depreciation are removed from the accounts and ~~December~~any ~~31,~~resulting ~~2024~~gain or loss is recognized in operations.

~~Reclassifications~~Shipping and Handling Costs

~~Certain~~Shipping ~~reclassifications~~and ~~have~~handling ~~been~~costs ~~made~~consist of expenses incurred to ~~the prior~~transport ~~period~~products ~~financial~~to ~~information~~customers (“outbound freight”) and costs incurred to ~~conform~~acquire inventory from suppliers (“inbound freight”). Inbound freight costs incurred to transport inventory from suppliers to the ~~presentation~~Company’s ~~used~~facilities are capitalized as a component of inventory and are recognized in ~~the~~cost ~~financial~~of ~~statements~~goods ~~for~~sold when the ~~three~~related inventory is sold. Outbound shipping and ~~nine~~handling ~~months~~costs ~~ended September~~incurred ~~30,~~to ~~2025~~deliver products to customers are classified as operating expenses within general and administrative Expenses in the accompanying Statements of Operations.

F-65

~~Property~~Basic and ~~Equipment~~Diluted Earnings Per Share

~~Fixed~~Net ~~assets~~income ~~are~~(loss) ~~carried~~per atcommon ~~the~~share ~~lower~~is ofcomputed ~~cost or~~pursuant ~~net~~to ~~realizable~~section ~~value.~~260-10-45 ~~All~~of ~~fixed~~the ~~assets~~FASB ~~with~~Accounting aStandards ~~cost~~Codification. Basic ofnet ~~$2,000~~income or(loss) ~~greater~~per ~~are~~common ~~capitalized.~~share ~~Depreciation~~is ofcomputed ~~property~~by ~~and~~dividing ~~equipment~~net ~~is calculated~~income ~~using~~(loss) by the ~~straight-line~~weighted ~~method~~average ~~over~~number ~~the~~of ~~estimated~~shares ~~useful~~of ~~lives~~common ofstock outstanding during the ~~assets,~~period. ~~which~~Diluted ~~range~~net ~~from~~income ~~three~~(loss) toper ~~five~~common ~~years.~~share ~~Leasehold improvements~~is ~~are~~computed ~~amortized~~by ~~over~~dividing ~~the~~net ~~lesser~~income of(loss) by the ~~remaining~~weighted ~~term~~average number of ~~the~~shares ~~lease~~of orcommon ~~the~~stock ~~estimated~~and ~~useful~~potentially ~~life~~outstanding shares of ~~the~~common ~~asset.~~stock ~~Major~~during ~~improvements that~~the ~~extend~~period. ~~the~~The ~~useful~~weighted ~~lives~~average number of ~~assets~~common ~~are~~shares ~~also~~outstanding ~~capitalized.~~and ~~Normal~~potentially ~~maintenance~~outstanding ~~and~~common ~~repairs~~shares ~~are~~assumes ~~charged~~that tothe ~~expense~~Company incorporated as ~~incurred~~of the beginning of the first period presented. ~~When~~Diluted ~~assets~~ amounts are ~~sold~~not orpresented ~~otherwise~~when ~~disposed~~the effect of, the ~~cost~~computations ~~and~~are ~~accumulated~~anti-dilutive ~~depreciation~~due ~~are~~to ~~removed~~the ~~from~~losses incurred. Accordingly, there is no difference in the ~~accounts~~amounts ~~and~~presented ~~any~~for ~~resulting~~basic ~~gain~~and ordiluted loss is ~~recognized~~per ~~in operations~~share.

~~Basic~~ As of March 31, 2026, the Company had approximately 5,000,000 potentially dilutive shares from Series A preferred stock, 50,000,000 from Series B preferred stock, 1,200,000,000 from Series C preferred stock and ~~Diluted~~approximately ~~Earnings~~16,993,000 ~~Per~~potentially ~~Share~~dilutive shares from convertible debt.

~~Net~~ ~~income~~As ~~(loss)~~of ~~per~~December ~~common~~31, ~~share~~2025, ~~is computed pursuant to section 260-10-45 of~~ the ~~FASB~~Company ~~Accounting~~had ~~Standards~~approximately ~~Codification. Basic~~5,000,000 ~~net~~potentially ~~income~~dilutive ~~(loss)~~shares ~~per~~from ~~common~~Series ~~share~~A ispreferred ~~computed by dividing net income (loss) by the weighted average number of shares of common~~ stock, ~~outstanding~~50,000,000 ~~during~~from ~~the~~Series ~~period. Diluted~~B ~~net income~~preferred ~~(loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common~~ stock, ~~and potentially~~1,200,000,000 ~~outstanding~~from ~~shares~~Series ofC ~~common~~preferred stock ~~during the period. The weighted average number of common shares outstanding~~ and 82,101,000 potentially ~~outstanding~~ ~~common~~dilutive shares ~~assumes~~from ~~that~~convertible ~~the Company incorporated as of the beginning of the first period presented~~debt. 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.

AsStock-Based of September 30, 2025, the Company had approximately 5,000,000 potentially dilutive shares from Series A preferred stock, 50,000,000 from Series B preferred stock, 1,200,000,000 from Series C preferred stock and approximately 63,243,000 potentially dilutive shares from convertible debt.Compensation

AsWe account for equity-based transactions with employees and non-employees under the provisions Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) of ASC ~~September~~Topic 30718, ~~2024~~“Compensation – Stock Compensation” (“Topic 718”), which establishes that equity-based payments to employees and non-employees are recorded at the ~~Company~~grant ~~had~~date ~~approximately 5,000,000~~the ~~potentially~~fair ~~dilutive~~value ~~shares~~of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from ~~Series~~the Ainstruments. ~~preferred~~Topic ~~stock~~718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, 50if available,~~000,000~~ ~~from~~should ~~Series~~be Bused ~~preferred~~as ~~stock~~the basis for the measurement for equity and ~~600~~liability instruments awarded in these share-based payment transactions. However,~~000~~ if observable market prices of identical or similar equity or liability instruments are not available,~~000~~ ~~from~~the ~~Series C~~fair ~~preferred~~value ~~stock~~shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in Topic 718.

~~Stock-Based~~Fair ~~Compensation~~Value of Financial Instruments

InThe ~~June~~Company ~~2018,~~follows paragraph 825-10-50-10 of the FASB ~~issued~~Accounting ~~ASU~~Standards ~~2018~~Codification for disclosures about fair value of its financial instruments and paragraph 820-~~07,~~10-35-37 ~~Compensation –~~of ~~Stock~~the ~~Compensation~~FASB Accounting Standards Codification (~~Topic~~“Paragraph ~~718~~820-10-35-37”): ~~Improvements~~ to ~~Nonemployee~~measure ~~Share-Based~~the ~~Payment~~fair ~~Accounting~~value of its financial instruments. ~~ASU~~Paragraph ~~2018~~820-0710-35-37 ~~allows~~establishes ~~companies~~a ~~to account~~framework for ~~nonemployee~~measuring ~~awards~~fair value in accounting principles generally accepted in the ~~same~~United ~~manner~~States asof ~~employee~~America ~~awards~~(U.S. ~~The~~GAAP) ~~guidance~~and isexpands ~~effective~~disclosures ~~for~~about ~~fiscal~~fair ~~years~~value ~~beginning~~measurements. ~~after~~To ~~December 15,~~increase ~~2018~~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 ~~interim~~the ~~periods~~lowest ~~within~~priority ~~those~~to ~~annual~~unobservable ~~periods~~inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

~~Fair~~Level ~~Value~~1: Quoted market prices available in active markets for identical assets or liabilities as of ~~Financial~~the ~~Instruments~~reporting date.

~~The~~Level ~~Company~~2: ~~follows~~Pricing 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 toother ~~valuation techniques~~than ~~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~~included ~~identical~~in ~~assets~~Level or1, ~~liabilities~~which ~~and~~are ~~the~~either ~~lowest~~directly ~~priority~~or toindirectly ~~unobservable~~observable ~~inputs.~~as ~~The three levels~~ of ~~fair~~ ~~value~~the ~~hierarchy~~reporting ~~defined by Paragraph 820-10-35-37 are described below:~~date.

	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.

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.F-6

~~F-7~~ The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable 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.

Total Fair Value at September 30, 2025

Quoted prices in active markets (Level 1)

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

Total Fair Value at March 31, 2026

Quoted prices in active markets (Level 1)

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

Derivative liabilities

4778,~~717~~038

—

4778,~~717~~038

Total Fair Value at December 31, 2024

Quoted prices in active markets (Level 1)

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

Total Fair Value at December 31, 2025

Quoted prices in active markets (Level 1)

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

Derivative liabilities

~~152~~63,~~014~~920

—

~~152~~63,~~014~~920

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.

~~When~~● ~~the~~Identification ~~product ships control~~ of the ~~promised goods~~performance isobligations ~~transferred~~in to the ~~customers and the revenue is recognized.~~contract;

~~Warranties~~● Determination of the transaction price;

Up● ~~until~~Allocation ~~December~~of ~~31, 2024,~~ the ~~Company~~transaction ~~was~~price ~~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~~performance ~~for~~obligations 2in ~~years parts and labor. As of September 30, 2025, there is no accrual for warranty expense due to~~ the ~~low~~contract; ~~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~~Recognition of revenue when or as the performance obligations are satisfied.

~~Revenues~~Revenue 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 toat ~~reduce~~ the ~~amount~~point ofin ~~receivables~~time ~~to its net realizable value~~ when ~~needed.~~control ~~Based on collection experience and periodic reviews~~ of ~~outstanding receivables,~~ the ~~Company~~promised ~~determines~~goods iftransfers ~~it needs~~ to ~~adjust its allowance. As of September 30, 2025 and December 31, 2024, all~~ the ~~accounts receivable balance is due from one~~ customer~~. As of September 30~~, ~~2025~~which ~~and~~occurs ~~December~~upon ~~31,~~shipment. ~~2024, management has~~Payment ~~determined~~terms ~~that~~are annet ~~allowance~~30 ~~for doubtful account is required of $9,741 and $7,000, respectively, for amounts that may not be collectible~~days.

~~F-8~~Warranties

~~Inventories~~ Up until December 31, 2024, the Company was 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. As of March 31, 2026, 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.

~~Inventories~~Accounts ~~are~~Receivable 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~~Allowance ~~obsolescence exists. As of September 30, 2025 and December 31, 2024, there is $0 and $9,050 deposits~~ for ~~inventory~~Credit for parts to be used in the assembly of our Deltawave CPAP machines. As of September 30, 2025, there is $22,470 of inventory of our Deltawave CPAP machines. No impairment expense was recognized for the periods ended September 30, 2025 and 2024.Losses

~~Recently~~Revenues ~~Adopted~~that ~~Accounting~~have ~~Pronouncements~~been recognized but not yet received are recorded as accounts receivable. The Company estimates its allowance for credit losses using the Current Expected Credit Loss (CECL) model under ASC 326. The CECL model requires recognition of expected credit losses over the contractual life of financial assets held at the reporting date, considering the nature of debt, industry expectations, current conditions, and reasonable and supportable forecasts.

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.F-7

~~NOTE~~Financial 3assets –subject ~~GOING~~to ~~CONCERN~~CECL include trade receivables, if any. The Company groups financial assets based on shared risk characteristics and evaluates them collectively. The allowance is measured using a combination of historical activity, industry expectations, adjusted for current economic trends and forward-looking factors such as industry outlook and macroeconomic indicators (e.g., unemployment rate, GDP).

~~The~~Under ~~accompanying unaudited financial statements have been prepared on a going concern basis~~CECL, ~~which contemplates~~ the ~~realization~~carrying ofamount ~~assets and the satisfaction~~ of ~~liabilities in the normal course of business. The Company has an accumulated deficit of $17,956,162 at September 30, 2025, had~~ a ~~net~~financial ~~loss~~asset ~~of $2,685,406 and~~ (net ~~cash used in operating activities~~ of ~~$373,395 for~~ the ~~period~~allowance ~~ended~~for ~~September~~credit ~~30,~~losses) ~~2025.~~represents ~~$2,160,000~~the ofamount ~~our net loss was a non-cash expense for~~ the ~~issuance of preferred stock for services. The~~ Company’s ~~ability~~expects to ~~raise~~collect. ~~additional~~This ~~capital~~means ~~through~~that when the ~~future~~CECL ~~issuances~~estimate ~~of common stock and/or debt financing~~ is ~~unknown.~~appropriately ~~The obtainment of additional financing~~recorded, the ~~successful~~net ~~development~~reported ofbalance ~~the Company’s contemplated plan~~ of ~~operations,~~financial ~~and~~assets ~~its~~reflects 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 Companymanagement’s ~~ability~~ tobest ~~continue~~estimate ~~as a going concern. The financial statements~~ of ~~the~~collectible ~~Company~~cash doflows, ~~not~~based ~~include~~on ~~any~~available ~~adjustments~~and ~~that~~supportable ~~may result from the outcome of these aforementioned uncertainties~~information.

~~The~~Management ~~Company~~reviews ~~received its FDA 510k approval for its DeltaWave product on July 2, 2024. During~~ the ~~second~~adequacy ~~quarter~~ of ~~2025~~the weallowance ~~began~~at toeach ~~sell~~reporting period and ~~add~~updates toestimates ~~our~~as ~~inventory~~appropriate. ofChanges ~~the~~in ~~the~~estimates ~~DeltaWave. The~~are ~~Company~~recorded ~~will~~in ~~continue~~the toincome ~~finance~~statement ~~its~~as ~~operations~~a ~~through~~component ~~debt~~of ~~and/or~~credit ~~equity~~loss ~~financing as needed~~expense.

~~NOTE~~As 4of –March ~~PROPERTY~~31, &2026 ~~EQUIPMENT~~and December 31, 2025, there are no accounts receivable.

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.Inventories

~~Property~~ ~~and~~Inventories ~~Equipment~~are ~~and~~stated ~~intangible~~at ~~assets~~the ~~are first~~lower ~~recorded~~of at cost or net realizable value. ~~Depreciation~~Inventory ~~and/or~~on ~~amortization~~hand consists of finished goods purchased from third parties. When there is ~~computed~~evidence ~~using~~that the ~~straight-line~~inventory’s ~~method~~value ~~over~~is ~~the~~less ~~estimated~~than ~~useful~~original ~~lives~~cost, of the ~~various~~inventory ~~classes~~is reduced to market value. We determine market value on current resale amounts and whether technological obsolescence exists. As of ~~assets~~March as31, ~~follows~~2026 ~~between~~and ~~three~~December 31, 2025, there is $70,356 and ~~five~~$46,304 ~~years~~of inventory of our Deltawave CPAP machines, respectively.

~~F-9~~Recently Adopted Accounting Pronouncements

~~Maintenance~~The ~~and~~Company ~~repair~~has ~~expenses,~~implemented asall ~~incurred, are~~new ~~charged~~accounting topronouncements ~~expense~~that are in effect. These ~~Betterments~~pronouncements ~~and~~did ~~renewals~~not ~~are~~have ~~capitalized~~any inmaterial ~~plant~~impact ~~and~~on ~~equipment~~the ~~accounts.~~financial ~~Cost~~statements unless otherwise disclosed, and ~~accumulated~~the ~~depreciation~~Company ~~applicable to~~does ~~items~~not ~~replaced~~believe orthat ~~retired~~there are ~~eliminated~~any ~~from~~other ~~the~~new ~~related~~accounting ~~accounts~~pronouncements ~~with~~that ~~any~~have ~~gain~~been orissued ~~loss~~that might have a material impact on ~~the~~its ~~disposition~~financial ~~included~~position asor ~~income~~results of operations.

~~Assets~~NOTE ~~stated~~3 at– ~~cost,~~GOING ~~less accumulated depreciation consisted of the following:~~CONCERN

	September 30, 2025			December 31, 2024
Furniture/fixtures	$	39,746		$	39,746
Office equipment		43,780			43,780
Automobile		37,410			37,410
Tooling/Molds		86,205			86,205
Less: accumulated depreciation		(156,386	)		(133,332	)
Fixed assets, net	$	50,755		$	73,809

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 $18,580,980 at March 31, 2026, had a net loss of $289,924 and net cash used in operating activities of $176,561 for the three months ended March 31, 2026. 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.

~~Depreciation~~On ~~expense~~or about June 1, 2026, the Company began implementing certain operational and administrative changes in connection with its transition plan under new management. The Company has closed its former office located in Georgia and has relocated its principal office operations to Florida. In connection with the relocation, the Company has also established a new warehouse facility in Florida to support its ongoing business operations located at 1900 6th Ave, South Lake Worth, FL 33461. The Company is transitioning its business model away from the prior retail “cash and carry” walk-in traffic model in the rural town of Blackshear, Georgia, toward a business model focused more heavily based on Internet e-commerce and e-retail sales channels such as eBay and similar e-tailers launching nationwide and then moving on to International markets.

Depreciation expense for the nine months ended September 30, 2025 and 2024 was $23,054 and $63,449, respectively. Depreciation expense is included in general and administrative expenses on the Statement of Operations.F-8

NOTE 54 – ~~CONVERTIBLE~~PROPERTY ~~NOTE~~& ~~PAYABLE~~EQUIPMENT

OnLong ~~November~~lived 18assets, ~~2024,~~including ~~the~~property ~~Company~~and ~~issued~~equipment aand ~~10% Convertible~~certain ~~Promissory~~intangible ~~Note~~assets ~~for $116,600~~ to ~~1800~~be ~~Diagonal.~~held ~~The Note includes an OID of $16,600~~ and ~~matures~~used onby ~~August~~the ~~30,~~Company ~~2025.~~are ~~The~~reviewed ~~OID includes~~for ~~$6,000~~impairment ~~withheld~~whenever ~~for~~events ~~legal~~or ~~fees.~~changes ~~The~~in ~~Note~~circumstances isindicate ~~convertible~~that ~~into~~the ~~shares~~carrying value of ~~common~~the ~~stock,~~assets ~~beginning~~may ~~180~~not ~~days~~be ~~after~~recoverable. ~~the~~Impairment ~~issue~~losses ~~date, at~~are arecognized ~~25%~~if ~~discount~~expected tofuture ~~the~~cash ~~average~~flows of the ~~three~~related ~~lowest~~assets ~~trades~~are ~~during~~less ~~the~~than ~~ten~~their ~~days~~carrying ~~prior~~values. toMeasurement ~~the~~of ~~date~~an ofimpairment ~~conversion.~~loss ~~The~~is ~~Company~~based ~~recorded an~~on ~~original~~the ~~debt~~fair ~~discount~~value of ~~$116,600~~the ~~($16,600~~asset. ~~OID,~~Long-lived ~~$100,000~~assets ~~from~~and ~~derivative)~~certain identifiable intangibles to be ~~amortized~~disposed ~~over~~of ~~the~~are ~~term~~reported ofat the ~~loan.~~lower ~~This note was converted in full to shares~~ of ~~common~~carrying ~~stock~~amount ~~during~~or ~~the~~fair ~~quarter~~value ~~ended~~less ~~June~~cost ~~30,~~to ~~2025~~sell.

On ~~January~~Property 2,and ~~2025,~~Equipment ~~the~~and ~~Company~~intangible ~~issued~~assets aare ~~10%~~first ~~Convertible Promissory~~recorded ~~Note~~at ~~for $61,600 to 1800 Diagonal~~cost. ~~The~~Depreciation ~~Note includes an OID of $11,600~~ and/or ~~matures~~amortization ~~on October 30, 2025. The OID includes $6,000 withheld for legal fees. The Note~~ is ~~convertible~~computed ~~into~~using ~~shares of common stock, beginning 180 days after~~ the ~~issue~~straight-line ~~date,~~method atover ~~a 25% discount to~~ the ~~average~~estimated ofuseful ~~the~~lives ~~three lowest trades during the ten days prior to the date~~ of ~~conversion. The Company recorded an original debt discount of $61,600 ($11,600 OID, $50,000 from derivative) to be amortized over~~ the ~~term~~various ofclasses ~~the loan. This note was converted in full to shares~~ of ~~common~~assets ~~stock~~as ~~during~~follows ~~the~~between ~~quarter~~three ~~ended~~and ~~September~~five ~~30, 2025~~years.

OnMaintenance ~~February~~and 7,repair ~~2025~~expenses, ~~the~~as ~~Company~~incurred, ~~issued~~are acharged ~~10% Convertible Promissory Note for $66,000~~ to ~~1800 Diagonal Lending LLC~~expense. ~~The~~Betterments ~~Note~~and ~~includes~~renewals anare ~~OID~~capitalized ofin ~~$12,000~~plant and ~~matures~~equipment ~~on November 15, 2025~~accounts. ~~The~~Cost ~~Note~~and isaccumulated ~~convertible~~depreciation ~~into~~applicable ~~shares of common stock, beginning 180 days after the issue date, at a 25% discount~~ to ~~the~~items ~~average~~replaced ~~of the~~or ~~three~~retired ~~lowest~~are ~~trades~~eliminated ~~during the ten days prior to the date of conversion. The Company recorded an original debt discount of $66,000 ($12,000 OID, $54,000~~ from ~~derivative) to be amortized over~~ the ~~term~~related ofaccounts ~~the~~with ~~loan.~~any ~~This~~gain ~~note~~or ~~was~~loss ~~converted~~on ~~in full to shares of common stock during~~ the ~~quarter~~disposition ~~ended~~included ~~September~~as ~~30, 2025~~income.

OnAssets ~~March~~stated 17, 2025, the Company issued a 10% Convertible Promissory Note for $62,700 to 1800 Diagonal Lending LLC. The Note includes an OID of $12,700 and matures on December 31, 2025. 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 $62~~cost,~~700~~ ~~($12,700~~less ~~OID,~~accumulated ~~$50,000 from~~depreciation ~~derivative)~~consisted ~~to be amortized over the term~~ of the ~~loan. As of September 30, 2025, there is $13,700 and $3,287 of principal and interest, respectively, due on the loan.~~following:

During the nine months ended September 30, 2025, $58,557 was amortized to interest expense. The debt discount balance as of September 30, 2025, is $4,143.

	March 31, 2026			December 31, 2025
Furniture/fixtures	$	12,065		$	12,065
Office equipment		12,404			12,404
Automobile		37,410			37,410
Tooling/Molds		86,205			86,205
Less: accumulated depreciation		(117,097	)		(109,728	)
Fixed assets, net	$	30,987		$	38,356

~~F-10~~Depreciation expense

On ~~June~~Depreciation ~~10,~~expense ~~2025,~~for the ~~Company~~three ~~issued~~months aended ~~10% Convertible Promissory Note for $62,700 to 1800 Diagonal Lending LLC. The Note includes an OID of $12,700 and matures on~~ March 3031, 2026. ~~The~~and Note is convertible into shares of common stock, beginning 180 days after the issue date, at a 30% 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 $62,700 ($12,700 OID, $50,000 from derivative) to be amortized over the term of the loan. As of September 30, 2025, ~~there~~was is $627,~~700~~369 and $14,~~941 of principal and interest~~836, ~~respectively,~~ ~~due on the loan~~respectively.

~~During~~NOTE ~~the~~5 ~~nine~~– ~~months~~CONVERTIBLE ~~ended~~NOTE ~~September 30, 2025, $34,833 was amortized to interest expense. The debt discount balance as of September 30, 2025, is $27,867.~~PAYABLE

On ~~August~~June 1510, 2025, the Company issued a 10% Convertible Promissory Note for $62,700 to 1800 Diagonal Lending LLC. The Note includes an OID of $12,700 and matures on ~~May~~March 30, 2026. The Note is convertible into shares of common stock, beginning 180 days after the ~~issue~~ date of issue, at a 30% 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 $62,700 ($12,700 OID, $50,000 from derivative) to be amortized over the term of the loan. AsThis ofnote ~~September~~was ~~30,~~converted ~~2025,~~in ~~there~~full isto ~~$62,700~~shares ~~and~~of ~~$790~~common ofstock ~~principal~~during ~~and~~the ~~interest, respectively,~~three ~~due~~months onended ~~the~~March ~~loan~~31, 2026.

~~During~~ On August 15, 2025, the ~~nine~~Company ~~months~~issued ~~ended~~a ~~September~~10% Convertible Promissory Note for $62,700 to 1800 Diagonal Lending LLC. The Note includes an OID of $12,700 and matures on May 30, ~~2025~~2026. The Note is convertible into shares of common stock, $9 beginning 180 days after the date of issue,~~900~~ ~~was~~at ~~amortized~~a 30% discount to ~~interest~~the ~~expense~~average of the three lowest trades during the ten days prior to the date of conversion. The ~~debt~~Company ~~discount~~recorded ~~balance~~an asoriginal debt discount of ~~September~~$62,700 30($12,700 ~~2025~~OID, is $5250,~~800~~000 from derivative) to be amortized over the term of the loan. This note was converted in full to shares of common stock during the three months ended March 31, 2026.

A ~~summary~~On January 27, 2026, the Company issued a 10% Convertible Promissory Note for $68,125 to Quick Capital, LLC. The Company recorded an original debt discount of $68,125 ($18,125 OID, $50,000 from derivative) to be amortized over the ~~activity~~term of the ~~derivative~~loan. ~~liability~~ The OID includes $4,500 withheld for legal fees. The Note matures nine months after the ~~notes~~issue ~~above~~date. The Note is convertible into shares of common stock, at a 30% discount to the lowest closing bid during the ten days prior to the date of conversion. During the three months ended March 31, 2026, $15,139 was amortized to interest expense. The debt discount balance as ~~follows:~~of March 31, 2026, is $52,986.

Balance at December 31, 2023		—
Increase to derivative due to new issuances		207,350
Decrease to derivative due to conversion/repayments		(28,269	)
Derivative gain due to mark to market adjustment		(27,067	)
Balance at December 31, 2024	$	152,014
Increase to derivative due to new issuances		381,448
Decrease to derivative due to conversion/repayments		(53,857	)
Derivative gain due to mark to market adjustment		(431,888	)
Balance at September 30, 2025	$	47,717

F-9

A summary of ~~quantitative~~the ~~information~~activity ~~about~~of ~~significant unobservable inputs (Level 3 inputs) used in measuring~~ the ~~Company’s~~ derivative liability ~~that~~for ~~are categorized within Level 3 of~~ the ~~fair~~notes ~~value~~above ~~hierarchy as of September 30, 2025~~ is as follows:

Inputs	September 30, 2025			Initial Valuation
Balance at December 31, 2024	$	152,014
Stock price	$	0.0023		$	0.0076 – 0.0114
Increase to derivative due to new issuances		223,981
Conversion price	$	0.0023 – 0.0025		$	0.0039 – 0.007
Decrease to derivative due to conversion/repayments		(78,193	)
Volatility (annual)		115.61 – 117.66	%		105.7 – 116.9	%
Derivative gain due to mark to market adjustment		(233,882	)
Risk-free rate		3.34 – 4.02	%		4.28 – 4.44	%
Balance at December 31, 2025		63,920
Dividend rate		—			—
Increase to derivative due to new issuances		180,727
Years to maturity		0.25 – .66			.75
Decrease to derivative due to conversion/repayments		(130,106	)
Derivative gain due to mark to market adjustment		(36,503	)
Balance at March 31, 2026	$	78,038

~~F-11~~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 March 31, 2026 and December 31, 2025 is as follows:

NOTE 6 – RELATED PARTY TRANSACTIONS

Inputs	March 31 2026			December 31 2025			Initial Valuation
Stock price	$	0.0066		$	0.0017		$	0.007
Conversion price	$	0.0044		$	0.00103		$	0.002
Volatility (annual)		231.34	%		147.28 – 160.92	%		212.58	%
Risk-free rate		3.72	%		3.59 – 3.67	%		3.57	%
Dividend rate		—			—			—
Years to maturity		0.57			0.41 – 0.24			0.75

~~The~~NOTE ~~Company~~6 ~~executed~~– aRELATED ~~new~~PARTY employment agreement with Mr. Wood on January 1, 2025. Per the terms of the agreement Mr. Wood is to be compensated $9,000 per month. As of September 30, 2025 and December 31, 2024, there is $0 and $0 of accrued compensation, respectively, due to Mr. Wood. During the nine months ended September 30, 2025 and 2024, cash payments of $82,500 and $72,000, respectively, were paid to Mr. Wood. As of September 30, 2025 and December 31, 2024, there is $0 and $7,500 of prepaid compensation expense for Mr. Wood, respectively.TRANSACTIONS

On ~~September~~The 9,Company ~~2025,~~executed ~~the~~a ~~Company~~new ~~issued~~employment agreement with Mr. Wood on January 1,~~600,000 shares~~ of2025. ~~Series~~Per Cthe ~~preferred~~terms ~~stock~~of tothe agreement Mr. Wood ~~for~~was ~~services~~to ~~rendered~~be compensated $9,000 per month. ~~The~~During ~~shares~~the ~~were~~three ~~valued~~months ~~based~~ended onMarch ~~their~~31, ~~conversion~~2026 ~~rate~~and to2025, ~~common stock~~cash payments of ~~300~~$13,000 ($6,500 of which was debited to 1accruals) and ~~then~~$18,000, ~~the~~respectively, ~~closing~~were ~~stock~~paid ~~price~~to ofMr. ~~common~~Wood. ~~stock~~On onFebruary ~~September~~26, 92026, ~~2025~~Thomas ofWood, ~~$0.0036~~the Company’s founder, ~~for~~Chairman ~~total~~of ~~non-cash~~the ~~expense~~Board of $1Directors,~~728,000~~ and Chief Executive Officer passed away.

On ~~September~~During 9,the ~~2025,~~three ~~the~~months ~~Company~~ended ~~issued~~March ~~400~~31,~~000 shares~~ of2026 ~~Series~~and C2025, ~~preferred~~the ~~stock~~Company topaid ~~Anita~~$0 ~~Michaels~~and $12,500, respectively, to the ~~sister~~brother of Mr. Wood, for services ~~rendered.~~related ~~The shares were valued based on their conversion rate~~ to ~~common~~development ~~stock~~ of ~~300 to 1 and then~~ the ~~closing~~Company’s ~~stock price of common stock on September 9, 2025 of $0~~product.~~0036,~~ ~~for total non-cash expense of $432,000.~~

AsEffective ofMarch ~~September~~2, 302026, ~~2025~~Anita ~~and~~Michaels, ~~December~~the ~~31,~~sole ~~2024, there~~surviving ismember ~~$46~~of the Board following Mr. Wood’s passing,~~000~~ COO, and ~~$46~~his sister,~~000~~ ofacted ~~accrued~~by ~~compensation,~~written ~~respectively,~~consent ~~due~~in tolieu ~~Russell~~of ~~Bird,~~a meeting to reconstitute the ~~former~~Board. ~~Chairman~~Mrs. ~~Effective~~Michaels ~~June~~elected 1,herself ~~2023~~as Chairman of the Board and appointed Jeffrey Marshall, and Alexander Johnson as directors. Mr. ~~Bird~~Marshall ~~resigned~~was ~~from~~also ~~all~~appointed ~~positions~~as ~~with~~ the ~~Company~~new CEO. Refer to Note 12 for subsequent change of control and management.

~~The~~During ~~Company~~the ~~has~~three ~~entered~~months ~~into~~ended anMarch ~~at-will~~31, ~~consulting agreement~~2026, ~~with~~the ~~Jonathan~~Company ~~Lane~~incurred to$22,640 ~~serve~~of ascompensation ~~Chief~~expense ~~Technology~~for ~~Officer~~Ms. ~~During~~Michaels. ~~the~~As ~~nine~~of ~~months~~March ~~ended~~31, ~~September 30~~2026, ~~2025 and 2024~~$5,000 ~~the~~in ~~Company made~~compensation ~~cash~~was ~~payments~~due to MrMs. ~~Lane of $7,000 and $0, respectively~~Michaels.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2025 and 2024~~2026, the Company paid $3215,~~500~~000 ~~and $22,100, respectively,~~ to ~~the brother of the CEO for services related to development of the Company’s product~~Mr. ~~The payments are accounted for in development expense~~Marshall.

~~NOTE 7 – OPERATING LEASES~~F-10

~~The~~NOTE ~~Company~~7 ~~entered~~– ~~into~~OPERATING 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.LEASES

~~During~~ The Company entered into a New Lease Agreement (the ~~year~~“Lease”) ~~ended~~with ~~December~~Tuck 31property, ~~2024~~LLC (the “Lessor”), iteffective ~~was agreed~~June ~~that~~1, ~~the~~2025, ~~monthly~~relating ~~lease~~to ~~expense~~approximately ~~would~~1,600 ~~remain~~square feet of property located at 3222 W. Highway 84, Blackshear, GA. The term of the ~~original~~Lease is for twenty-four (24) months commencing June 1, 2025. The monthly base rent, including tax is $81,~~686~~600.~~71.~~

The lease was terminated in February 2025, with no penalties or fees for the early termination.

Asset	Balance Sheet Classification	March 31, 2026		December 31, 2025
Operating lease asset	Right of use asset	$	21,716	$	26,207
Total lease asset		$	21,716	$	26,207

Liability
Operating lease liability – current portion	Current operating lease liability	$	17,928	$	18,154
Operating lease liability – noncurrent portion	Long-term operating lease liability		3,788		8,053
Total lease liability		$	21,716	$	26,207

InLease ~~February~~obligation ~~2016,~~at ~~the~~March ~~FASB issued Accounting Standard Update (“ASU”) 2016-02~~31, ~~Leases~~2026 ~~(Topic~~consisted ~~842),~~of ~~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.~~following:

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.

For the year ended December 31:
2026	$	14,400
2027		8,000
Total payments		22,400
Amount representing interest		(684	)
Lease obligation, net		21,716
Less current portion		(17,928	)
Lease obligation – long term	$	3,788

Asset	Balance Sheet Classification	September 30, 2025		December 31, 2024
Operating lease asset	Right of use asset	$	—	$	16,154
Total lease asset		$	—	$	16,154
Liability
Operating lease liability – current portion	Current operating lease liability	$	—	$	9,136
Operating lease liability – noncurrent portion	Long-term operating lease liability		—		—
Total lease liability		$	—	$	9,136

The operating lease expense for the above agreement for the three months ended March 31, 2026, was $4,800 which consisted of amortization expense of $4,491 and interest expense of $309.

~~F-12~~NOTE 8 – COMMON STOCK TRANSACTIONS

~~The~~ ~~operating~~During ~~lease expense for~~ the ~~above~~three ~~agreement for the nine~~ months ended ~~September~~March 3031, ~~2025~~2026, ~~was~~ 1800 Diagonal converted $2479,~~891~~900 ~~which~~and ~~consisted~~$6,270 of ~~amortization~~principal ~~expense~~and ofinterest, ~~$24~~respectively,~~082~~ ~~and~~into ~~interest~~35,419,997 ~~expense~~ shares of ~~$809~~common stock.

~~The~~NOTE ~~operating lease~~9 ~~expense~~– ~~for~~PREFERRED ~~the above agreement for the nine months ended September 30, 2024, was $28,909 which consisted of amortization expense of $26,358 and interest expense of $2,551.~~ STOCK

The Company ~~entered~~is ~~into~~currently aauthorized ~~Lease~~to ~~Agreement~~issue ~~(the “Lease”)~~5,000,000 ~~with~~shares ~~Tuck~~of ~~property,~~Series ~~LLC~~A ~~(the~~Preferred ~~“Lessor”)~~Stock, ~~effective~~par ~~June~~value $0.001 per share with 1,:25 ~~2025,~~voting ~~relating~~rights. toThe ~~approximately~~Series ~~1,600~~A ~~square feet~~Preferred ofStock ~~property~~ranks ~~located~~equal atto ~~3222~~the W.common ~~Highway~~stock ~~84,~~on ~~Blackshear~~liquidation, ~~GA.~~pays ~~The~~no ~~term~~dividend ofand ~~the~~is ~~Lease~~convertible isto ~~for~~common ~~twenty-four~~stock ~~(24)~~for ~~months~~one ~~commencing~~share ~~June 1, 2025.~~of ~~The~~common ~~monthly~~for ~~base~~one ~~rent,~~share ~~including~~of ~~tax~~Series isA ~~$1,600~~Preferred Stock.

Asset	Balance Sheet Classification	September 30, 2025
Operating lease asset	Right of use asset	$	30,642
Total lease asset		$	30,642
Liability
Operating lease liability – current portion	Current operating lease liability	$	18,382
Operating lease liability – noncurrent portion	Long-term operating lease liability		12,260
Total lease liability		$	30,642

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.

~~Lease~~ ~~obligation~~The atCompany ~~September~~is 30currently authorized to issue 5,000,000 ~~2025~~shares ~~consisted~~ of Series C Preferred Stock, par value $0.001 per share. On July 24, 2023, the ~~following:~~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.

For the year ended December 31:
2025	$	4,800
2026		19,200
2027		8,000
Total payments		32,000
Amount representing interest		(1,358	)
Lease obligation, net		30,642
Less current portion		(18,382	)
Lease obligation – long term	$	12,260

F-11

~~The~~NOTE ~~operating~~10 ~~lease~~– ~~expense~~INCOME ~~for the above agreement for the nine months ended September 30, 2025, was $6,906 which consisted of amortization expense of $6,334 and interest expense of $572.~~ TAX

~~F-13~~The Company accounts for income taxes in accordance with ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities, as well as for net operating loss carryforwards.

~~NOTE~~For 8the –three ~~WARRANTS~~months ended March 31, 2026 and 2025, the Company recorded no income tax expense or benefit due to continuing operating losses and the establishment of a full valuation allowance against its deferred tax assets, as management determined that it is more likely than not that such deferred tax assets will not be realized.

~~The~~ ~~warrants~~As ~~were~~of ~~issued~~March ~~to Quick Capital LLC on December 15~~31, ~~2023~~2026, in conjunction with an Equity Purchase Agreement. The warrants were evaluated for purposes of classification between liability and equity. The warrants did not contain features that would require a liability classification and were therefore considered equity. The Black Scholes pricing model was used to estimate the ~~fair~~Company ~~value~~had offederal ~~the~~net ~~Warrants~~operating ~~which~~loss ~~was~~carryforwards ~~allocated to additional paid in capital~~ of ~~the~~approximately ~~shares purchased~~$7.6 ~~The~~million ~~Company~~available ~~failed~~ to ~~disclose~~offset ~~the~~future ~~warrants~~taxable ~~in prior periods; however~~income, ~~this~~subject ~~oversight is not considered~~ to belimitations ~~material~~under ~~since~~Section ~~the~~382 ~~value~~ of the ~~warrants~~Internal ~~had~~Revenue noCode. ~~impact~~Net tooperating ~~the~~losses ~~financial~~generated ~~statements as the initial value of the warrants was already included~~ in ~~additional~~tax ~~paid~~years inbeginning ~~capital~~after ~~when~~December ~~the~~31, ~~warrants~~2017 ~~were~~may ~~issued~~be ~~with~~carried ~~the~~forward ~~sale of common stock~~indefinitely.

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term		Intrinsic Value
Outstanding, December 31, 2023		15,000,000		$	0.012		2.96		52,500
Issued		—		$	—		—
Cancelled		—		$	—		—
Exercised		—		$	—		—
Outstanding, December 31, 2024		15,000,000		$	0.012		1.96	$	—
Issued		—		$	—		—
Cancelled		—		$	—		—
Exercised		(15,000,000	)	$	—		—
Outstanding, September 30, 2025		—		$	—		—	$	—

The effective tax rate for the three months ended March 31, 2026 and 2025 differed from the statutory federal income tax rate primarily due to the increase in the valuation allowance recorded against deferred tax assets.

~~NOTE~~The 9components –of ~~COMMON~~the ~~STOCK~~Company’s ~~TRANSACTIONS~~effective tax rate reconciliation are as follows:

On March 13, 2025, the Company issued 11,768,934 shares of common stock for a cashless exercise of 15,000,000 warrants held by Quick Capital LLC.

	March 31, 2026			March 31, 2025
Federal statutory tax rate		21.0	%		21.0	%
State taxes, net of federal benefit		5.2	%		5.2	%
Change in valuation allowance		(26.2	)%		(26.2	)%
Effective tax rate		0.0	%		0.0	%

~~During~~The ~~the~~Company ~~nine~~recognizes ~~ended~~interest ~~September~~and 30penalties related to uncertain tax positions in income tax expense. As of March 31, ~~2025~~2026, ~~1800 Diagonal~~the ~~converted~~Company ~~$296,200~~had ~~and~~no ~~$12,210~~uncertain oftax ~~principal~~positions requiring recognition or disclosure. The Company is generally subject to examination by federal and ~~interest,~~state ~~respectively,~~taxing ~~into~~authorities ~~73,214,713~~for ~~shares~~tax ofyears ~~common~~beginning ~~stock~~in 2022 and forward.

FNOTE 11 -14 SEGMENT REPORTING

~~NOTE~~ 10ASC –Topic ~~PREFERRED~~280, ~~STOCK~~“Segment Reporting” establishes the standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company is managed as one operating unit, rather than multiple reporting units, for internal reporting purposes and for internal decision-making and discloses its operating results in a single reportable segment. The Company’s chief operating decision maker (“CODM”), represented by the Company’s Chief Executive Officer, reviews financial information and assesses the operations of the Company in order to make strategic decisions such as allocation of resources and assessing operating performance.

~~The~~NOTE ~~Company~~12 is– ~~currently~~SUBSEQUENT 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.EVENTS

~~The~~In ~~Company~~accordance iswith ~~currently~~SFAS ~~authorized~~165 to(ASC ~~issue~~855-10) ~~5,000,000 shares~~management ofhas ~~Series~~performed Ban ~~Preferred~~evaluation ~~Stock, par value $0.001 per share. Each share~~ of ~~Series~~subsequent Bevents ~~Preferred~~through ~~Stock~~the ~~has~~date athat ~~1:100~~the ~~voting~~financial ~~right~~statements ~~and~~were ~~is convertible~~available ~~into~~to ~~100 shares of common stock. No dividends will~~ be ~~paid~~issued and inhas ~~the~~determined ~~event~~that ofit ~~liquidation~~has ~~all~~the ~~shares~~following ofmaterial ~~Series~~subsequent Bevent ~~will~~to ~~automatically convert~~disclose ~~into~~in ~~common~~these ~~stock.~~financial ~~There are 500,000 shares of Series B Preferred Stock issued and outstanding~~statements.

~~The~~On ~~Company~~May is27, ~~currently~~2026, ~~authorized~~the toCompany ~~issue~~experienced ~~5,000,000 shares~~a ofchange ~~Series~~in Ccontrol ~~Preferred~~following ~~Stock,~~private ~~par~~off-market ~~value~~transactions ~~$0.001~~in ~~per~~which ~~share~~1000152403 Ontario Inc. Onacquired ~~July~~substantially ~~24,~~all ~~2023,~~of the Company's ~~filed~~preferred anstock ~~Amended~~control ~~and~~block ~~Restated~~through ~~Certificate of~~purchases ~~Designations~~and ofassignments ~~the~~from ~~Series~~existing Cpreferred ~~Preferred Shares~~shareholders. The ~~Series~~Board Caccepted ~~Preferred~~the ~~may~~resignations ~~vote~~of onJeffrey ~~any~~Todd ~~action~~Marshall ~~upon~~as ~~which~~Chief ~~holders~~Executive ofOfficer, ~~the~~Anita ~~Company’s common~~L. ~~stock~~Michaels ~~may~~as ~~vote,~~Chief Operating Officer and ~~they~~Chairman ~~shall~~of ~~vote~~the ~~together~~Board, and Roman Israel Wood as ~~one~~President, ~~class~~Treasurer ~~with~~and ~~voting~~Secretary. ~~rights~~The ~~equal~~resignations towere ~~eighty~~effective ~~one~~May ~~percent~~27, ~~(81%)~~2026. ofAt ~~all~~the same time, the ~~issued and~~Board ~~outstanding~~appointed ~~shares~~Teresita ofRubio ~~common~~as ~~stock~~Treasurer and Chairman of the ~~Company.~~Board, ~~Each~~Sanja ~~share~~Pekovic ofas ~~Series~~President Cand ~~Preferred~~Chief ~~can~~Executive beOfficer, ~~converted~~and ~~into~~Irina ~~300~~Veselinovic ~~shares~~as ofSecretary, ~~the~~effective ~~Company’s common~~May ~~stock~~27, 2026.

On ~~September~~June 91, ~~2025~~2026, the Company ~~issued~~appointed ~~1,600,000 shares~~Peter ofDowney ~~Series~~as CInterim ~~preferred~~President ~~stock~~while toSanja ~~Mr.~~Pekovic ~~Wood~~continued ~~for~~as ~~services~~Chief ~~rendered~~Executive Officer. ~~The~~Additionally, ~~shares~~on ~~were~~June ~~valued~~2, 2026, the Board approved equity-based oncompensation ~~their~~arrangements ~~conversion~~consisting ~~rate~~of tothe ~~common stock~~issuance of ~~300~~15,000,000 restricted common shares to 1Scott ~~and~~Hasselbring ~~then~~for ~~the~~services ~~closing~~related ~~stock~~to ~~price~~asset ofpreservation ~~common~~and ~~stock~~estate onadministration, ~~September~~and 930,000,000 ~~2025~~restricted common shares to Roman Israel Wood in full settlement of ~~$0.0036,~~compensation claims for ~~total~~services ~~non-cash~~rendered ~~expense~~to the Company. Management is evaluating the accounting and disclosure implications of ~~$1,728,000~~these transactions.

On September 9, 2025, the Company issued 400,000 shares of Series C preferred stock to Anita Michaels, the sister of Mr. Wood, for services rendered. The shares were valued based on their conversion rate to common stock of 300 to 1 and then the closing stock price of common stock on September 9, 2025 of $0.0036, for total nonF-~~cash expense of $432,000.~~12

~~NOTE~~ITEM 112. -MANAGEMENT’S ~~SEGMENT~~DISCUSSION ~~REPORTING~~AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS.

ASC Topic 280, “Segment Reporting” establishes the standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company is managed as one operating unit, rather than multiple reporting units, for internal reporting purposes and for internal decisionForward-~~making and~~looking discloses its operating results in a single reportable segment. The Company’s chief operating decision maker (“CODM”), represented by the Company’s Chief Executive Officer, reviews financial information and assesses the operations of the Company in order to make strategic decisions such as allocation of resources and assessing operating performance.Statements

~~NOTE~~Except 12for –statements ~~SUBSEQUENT~~of ~~EVENTS~~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.

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

~~Subsequent~~We towere ~~September~~incorporated 30in the State of Nevada on June 6, ~~2025~~2007. On August 2, ~~1800~~2010, ~~Diagonal converted~~we ~~$18~~changed our name from Bella Viaggio,~~335~~ ofInc. ~~principal~~to ~~into~~Kat 9Gold Holdings Corp. Effective January 1,~~054~~ 2015,~~321~~ we ~~shares~~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.

FOur officers have 35 years of sleep-15industry 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:

~~ITEM~~● 2.Does ~~MANAGEMENT’S~~not ~~DISCUSSION~~disrupt ~~AND~~normal ~~ANALYSIS~~breathing ~~OF FINANCIAL CONDITION AND PLAN OF OPERATIONS.~~mechanics;

~~Forward-looking~~● ~~Statements~~Is not claustrophobic;

~~Except~~● ~~for~~Causes ~~statements~~zero ofwork 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~~breathing 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(WOB); 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~~● Minimizes or eliminates drying of the sinuses;

We● ~~were~~Uses ~~incorporated~~less indriving ~~the~~pressure; 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~~Allows ~~have~~users ~~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~~feel ~~patients~~safe ~~with sleep apnea. The patent-pending DeltaWave product is a nasal-pillows type interface that will result in better comfort~~ and, ~~therefore,~~secure ~~better~~while ~~compliance since it was specifically designed with unique airflow characteristics to enable patients with sleep apnea to breathe normally~~sleeping. 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.2

2On 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.

~~Pending~~On ~~adequate~~April ~~financing~~27, we2021, ~~plan~~Remsleep towas ~~conduct~~awarded utility ~~clinical~~patent ~~trials~~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 ~~test~~continue ~~product~~to ~~effectiveness~~develop sleep products for the treatment of OSA and capture 10% of the market in the next 24 months.

~~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~~ website is tolocated ~~develop~~at: ~~sleep products that achieve optimum compliance and comfort for CPAP patients~~https://remsleep.com.

OnResults ~~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.Operations

~~Our~~The ~~website~~three ismonths ~~located~~ended ~~at:~~March ~~http://remsleep.com.~~31, 2026 compared to the three months ended March 31, 2025

~~Results of Operations~~Revenues

~~The~~We ~~three~~had ~~months~~no ~~ended~~revenue ~~September~~for ~~30, 2025 compared to~~ the three months ended ~~September 30~~March 31, ~~2024~~2026 and 2025.

~~Revenues~~Operating Expenses

~~During~~Professional ~~the~~fees ~~three~~were ~~months ended September 30~~$2,276 ~~2025, we recognized revenue~~ and ~~cost of goods for the sale of the DeltaWave of~~ $7,~~454~~800 ~~and~~for ~~$28 respectively. For~~ the three months ended ~~September 30,~~March ~~2024~~31, we2026 ~~recognized~~and ~~revenue~~2025, ~~and~~respectively, ~~cost~~a decrease of ~~goods~~$5,524 ~~for~~or ~~the~~70.8%. ~~sale~~Professional offees ~~our~~consist ~~CPAP~~mostly ~~machines~~ of ~~$37~~accounting,~~260~~ audit and ~~$58,560~~legal ~~respectively~~fees. WeIn ~~stopped~~the ~~selling our~~current ~~CPAP~~period ~~machines~~we athad ~~the~~a ~~end~~decrease of ~~2024~~accounting ~~and~~fees, ~~started~~accounting ~~selling~~for ~~the~~most ~~DeltaWave~~of inthe ~~2025~~decrease.

~~Operating~~Compensation ~~Expenses~~expense was $44,140 and $27,000 for the three months ended March 31, 2026 and 2025, respectively, an increase of $17,140 or 63.5%. Compensation was paid to our former CEO. In addition, in the current period we also incurred compensation expense of $22,640 and $15,000 to Ms. Michaels and Mr. Marshall, respectively.

~~Professional~~Development ~~fees~~expenses were $~~11,750~~0 and $2217,~~680~~200 for ~~the~~ the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively, a decrease of $1017,~~930 or 48~~200.~~2%.~~ ~~Professional~~Our ~~fees~~development ~~consist~~expenses ~~mostly~~have ~~of accounting,~~decreased ~~audit~~in ~~and legal fees. In~~ the current period as we ~~had~~have acompleted ~~decrease~~the ofdevelopment ~~legal~~and ~~fees~~testing of ~~$10,150,~~our ~~accounting~~DeltaWave ~~for most of the decrease~~product.

~~Compensation~~Lease ~~expense~~expenses ~~was~~were $24,~~197,000~~800 and $4924,~~000~~ 891 for the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively., ~~Compensation~~a isdecrease ~~paid~~of to$20,091 ~~our~~or ~~CEO and it has been increased in 2025~~80. 7%. In ~~addition, in~~ the ~~Current~~current period we ~~issued~~have ~~1,600,000~~a ~~and 400~~new,~~000~~ ~~shares~~less ~~of Series C preferred stock to our CEO and the sister of the~~expensive ~~CEO~~lease, ~~respectively,~~in ~~for~~ a ~~non-cash~~new ~~expense of $2,160,000~~location.

~~Development~~General and administrative expenses (“G&A”) were $0180,132 and $4054,~~775~~424 for the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively, aan ~~decrease~~increase of $40125,~~774.~~708 or 321.0%. Our ~~development~~largest ~~expenses~~G&A ~~have~~expense ~~decreased~~and increases for those expenses in the current period asare weapproximately ~~have~~$67,000 ~~completed~~for ~~the~~product ~~development~~expense and ~~testing~~$29,500 for ofselling ~~our~~expense ~~DeltaWave~~for ~~product~~payments to outside salespeople.

~~Lease~~Other expenses were $4,968 and $18,255 for the three months ended September 30, 2025 and 2024, respectively, a decrease of $13,287 or 72.8%. In the current period we have a new, less expensive lease, in a new location.Expenses

~~General~~The total other expense of $58,576, for the three months ended March 31, 2026, included $51,317 for interest expense, of which $42,840 was for the amortization of debt discount and ~~administrative~~a ~~expenses~~loss ~~(“G&A”)~~on issuance of debt of $79,878. These losses were offset by a $7636,~~977~~503 gain on the change in fair value of derivatives and a gain on conversion of debt of $4236,~~105~~136. The total other income of $45,827, for the three months ended ~~September~~March 3031, 2025, ~~and~~included ~~2024~~$76,332 ~~respectively,~~for aninterest ~~increase~~expense, of which $3470,~~872~~738 orwas ~~82.2%. Our~~for ~~largest~~the ~~G&A~~amortization ~~expense~~of ~~and~~debt ~~increases~~discount ~~for~~and ~~those~~a ~~expenses~~loss inon the ~~current~~issuance ~~period~~of ~~are~~convertible debt of $1285,~~000~~867. ~~for~~These ~~contractor~~losses ~~expenses~~were ~~and~~offset by a $15208,~~000~~026 ~~for selling~~gain ~~expense~~on ~~for~~the ~~payments~~change toin ~~outside~~fair ~~sales~~value ~~people~~of derivatives.

~~Other Expenses~~3

~~The~~Net total other expense of $28,877, for the three months ended September 30, 2025, included $130,133 for interest expense, of which $123,301 was for the amortization of debt discount and a loss on conversion of debt of $47,271. These losses were offset by a $148,527 gain on the change in fair value of derivatives 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. Loss

3For the three months ended March 31, 2026, we had a net loss of $289,924 as compared to a net loss of $85,488 for the three months ended March 31, 2025. The $234,572 increase to our net loss is due to the reasons discussed above.

~~Net~~Liquidity ~~Loss~~and Capital Resources

~~For~~Cash ~~the~~flow ~~three~~from months ended September 30, 2025, we had a net loss of $2,312,146 as compared to a net loss of $277,909 for the three months ended September 30, 2024. The $2,034,237 increase to our net loss is due to the reasons discussed above.operations

~~The~~Cash ~~nine~~used in operating activities for the three months ended ~~September~~March 3031, ~~2025~~2026, was $176,561 compared to $110,096 of cash used in operating activities for the ~~nine~~ three months ended ~~September~~March 3031, ~~2024~~ 2025.

~~Revenues~~Cash Flows from Financing

~~During~~For the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, we received ~~recognized~~$50,000 ~~revenue and cost of goods~~ for the ~~sale~~issuance of ~~the~~convertible ~~DeltaWave~~notes ~~of $12,278 and $628 respectively~~payable. For the ~~nine~~three months ended ~~September 30~~March 31, ~~2024~~2025, we ~~recognized~~received ~~revenue~~$154,000 ~~and cost of goods~~ for the issuance ~~sale~~ of ~~our~~a ~~CPAP~~convertible ~~machines~~note ~~of $122,735 and $78,090, respectively~~payable. ~~In 2025 we stopped selling our CPAP machines and started selling the DeltaWave.~~

~~Operating~~Going ~~Expenses~~Concern

~~Professional~~As ~~fees~~of ~~were~~March ~~$47~~31,~~300~~ ~~and $87~~2026,~~365~~ ~~for the~~there ~~nine~~is ~~months~~substantial ~~ended~~doubt regarding ~~September~~our ~~30,~~ability ~~2025~~to ~~and~~continue ~~2024,~~as ~~respectively,~~ a ~~decrease~~going ofconcern ~~$40,065~~as ~~or 45.9%. Professional fees consist mostly of accounting, audit and legal fees. In the current period~~ we ~~had~~have anot ~~decrease~~generated ofsufficient ~~legal~~cash ~~fees~~flow offrom ~~$38,270,~~revenue ~~contributing~~ to ~~most~~fund ofour ~~the~~proposed ~~decrease period over period~~business.

~~Compensation~~We ~~expense~~have ~~was~~suffered ~~$2,248,000~~recurring ~~and~~losses ~~$105,000~~from operations ~~for~~since ~~the~~our ~~nine~~inception. ~~months~~In ~~ended September 30~~addition, ~~2025~~we ~~and~~have ~~2024,~~yet ~~respectively,~~to generate an ~~increase~~internal ofcash ~~$2,143,000.~~flow ~~Compensation~~from isour ~~paid~~business operations or successfully raised the financing required to develop our ~~CEO~~proposed business. As a result of these and it other factors, our independent auditor has ~~been~~expressed ~~increased~~substantial doubt inabout ~~2025.~~our Inability ~~addition,~~to incontinue ~~the~~as ~~Current~~a ~~period~~going weconcern. ~~issued~~Our ~~1,600,000~~future success and ~~400~~viability,~~000~~ ~~shares~~therefore, ofare ~~Series~~dependent Cupon ~~preferred~~our ~~stock~~ability to ~~our~~ ~~CEO~~generate ~~and~~capital ~~the~~financing. ~~sister~~The offailure ~~the~~to ~~CEO,~~generate ~~respectively,~~sufficient ~~for~~revenues or raise additional capital may have a ~~non-cash~~material ~~expense~~and ofadverse ~~$2,160,000~~effect upon us and our shareholders.

~~Development~~On ~~expenses~~or ~~were~~about ~~$18~~June 1,~~700~~ ~~and $196~~2026,~~795 for~~ the ~~nine~~Company ~~months~~began ~~ended~~implementing ~~September~~certain ~~30,~~operational and ~~2025~~administrative changes in connection with its transition plan under new management. The Company has closed its former office located in Georgia and ~~2024,~~has ~~respectively~~relocated its principal office operations to Florida. In connection with the relocation, the Company has also established a ~~decrease~~new ofwarehouse ~~$178~~facility in Florida to support its ongoing business operations located at 1900 6th Ave,~~095~~ orSouth 90Lake Worth, FL 33461.~~5%.~~ ~~Our~~The Company ~~development~~is ~~expenses~~transitioning ~~have~~its ~~decreased~~ business model away from the prior retail “cash and carry” walk-in traffic model in the ~~current~~rural town ~~period~~of Blackshear, Georgia, toward a business model focused more heavily based on Internet e-commerce and e-retail sales channels such as weeBay ~~have~~and ~~completed~~similar ~~the~~e-tailers ~~development~~launching nationwide and ~~testing~~then ofmoving ~~our~~on ~~DeltaWave~~to ~~product~~International markets.

~~Lease~~Off ~~expenses~~Balance ~~were~~Sheet ~~$31,459 and $69,179 for the nine months ended September 30, 2025 and 2024, respectively, a decrease of $37,720 or 54.5%. In the current period we have a new, less expensive lease, in a new location.~~Arrangements

~~G&A expenses~~We ~~were~~have ~~$213,327~~no ~~and~~off-balance ~~$201,501~~sheet ~~for~~arrangements ~~the~~that have ~~nine~~or ~~months~~are ~~ended~~reasonably ~~September~~likely ~~30,~~to ~~2025~~have ~~and~~a ~~2024,~~current ~~respectively, an increase of $11,826~~ or ~~5.9%.~~future ~~Are~~effect ~~largest~~on ~~G&A~~our ~~expense~~financial ~~and~~condition, ~~increases~~changes ~~for those expenses~~ in ~~the~~financial ~~current period are $20~~condition,~~250~~ ~~for~~revenues or ~~contractor~~ expenses, ~~$15,000 for~~results ~~selling~~of ~~expense for payments to outside sales people~~operations, ~~$12~~liquidity,~~500~~ ofcapital ~~computer~~expenditures ~~related~~or ~~expenses~~capital ~~and~~resources ~~$31,500~~that ~~for consulting and selling expense. These increases~~ are ~~offset~~material byto ~~a decrease of investor relations expenses of approximately $33,000 and depreciation expenses of approximately $40,000~~investors.

~~Other Expenses~~4

~~The~~Critical ~~total~~Accounting other expense of $138,270, for the nine months ended September 30, 2025, included 350,100 for interest expense, of which $331,053 was for the amortization of debt discount, a loss on the issuance of convertible debt of $118,654, and a loss on conversion of debt of $101,404. These losses were offset by a $431,888 gain on the change in fair value of derivatives. 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. Policies

~~Net~~Refer ~~Loss~~to Note 2 to the Financial Statements for the three months ended March 31, 2026, for a discussion of our critical accounting policies and our Form 10-K for the year ended December 31, 2025, for a full discussion of our critical accounting policies and procedures.

~~For~~ITEM ~~the nine months ended September 30, 2025, we had a net loss of $2,685,406 as compared to a net loss of $756,088 for the nine months ended September 30, 2024~~3. ~~The~~QUANTITATIVE ~~$1,929,318~~AND ~~increase~~QUALITATIVE toDISCLOSURES ~~our~~ABOUT ~~net~~MARKET ~~loss is due to the reasons discussed above~~RISK.

4We 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.

~~Liquidity~~ITEM ~~and~~4. ~~Capital~~CONTROLS ~~Resources~~AND PROCEDURES

~~Cash~~Disclosure ~~flow~~Controls ~~from~~and ~~operations~~Procedures

~~Cash~~Our ~~used~~principal inexecutive ~~operating~~officer ~~activities~~and ~~for~~principal financial officer have evaluated the ~~nine months~~effectiveness ~~ended~~of ~~September~~our ~~30,~~disclosure ~~2025~~controls and procedures, ~~was~~as ~~$373~~defined in Rules 13a - 15(e) and 15d - 15(e) under the Securities Exchange Act of 1934,~~395~~ ~~compared~~as toamended ~~$537~~(the “Exchange Act”),~~686~~ as of ~~cash~~the ~~used~~end inof ~~operating~~the ~~activities~~period ~~for~~covered ~~the~~by this ~~nine~~quarterly ~~months~~report. ~~ended~~Based ~~September~~on their evaluation, each such person concluded that our disclosure controls and procedures were not effective 30as of March 31, ~~2024~~2026 due to a lack of segregation of duties.

~~Cash~~In ~~Flows~~designing ~~from~~and ~~Investing~~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.

WeChanges ~~had~~in noInternal ~~investing~~Control ~~activity~~over ~~for the nine months~~Financial ~~ended September 30, 2025~~Reporting. ~~For the nine months ended September 30, 2024, we used $73,700 for the purchase of equipment and tooling.~~

~~Cash~~Our ~~Flows~~management ~~from~~has ~~Financing~~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.

For the nine months ended September 30, 2025, we received $254,000 for the issuance of convertible notes payable. 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.5

~~Going~~PART ~~Concern~~II - OTHER INFORMATION

AsITEM of1. ~~September~~LEGAL ~~30, 2025, 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.~~PROCEEDINGS

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.None

~~Management’s~~ITEM ~~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~~1A. ~~Our~~RISK 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.FACTORS

~~Off~~We ~~Balance~~are ~~Sheet~~a ~~Arrangements~~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.

WeITEM ~~have~~2. noUNREGISTERED ~~off-balance~~SALES ~~sheet~~OF ~~arrangements~~EQUITY ~~that have~~SECURITIES orAND ~~are~~USE ~~reasonably~~OF 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.PROCEEDS

5During the three months ended March 31, 2026, 1800 Diagonal converted $79,900 and $6,270 of principal and interest, respectively, into 35,419,997 shares of common stock.

~~Critical~~ITEM ~~Accounting~~3. ~~Policies~~DEFAULTS UPON SENIOR SECURITIES

Refer to Note 2 to the Financial Statements for the nine months ended September 30, 2025, for a condensed discussion of our critical accounting policies and our Form 10-K for the year ended December 31, 2024, for a full discussion of our critical accounting policies and procedures.None

ITEM 34. ~~QUANTITATIVE~~MINE ~~AND~~SAFETY ~~QUALITATIVE~~ DISCLOSURES ~~ABOUT MARKET RISK.~~

WeNot ~~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.~~applicable

ITEM 45. ~~CONTROLS~~OTHER ~~AND PROCEDURES~~INFORMATION

~~Disclosure~~The ~~Controls~~Company previously disclosed certain matters relating to changes in control, management changes, and ~~Procedures~~compensatory arrangements in a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 4, 2026. Such disclosures are incorporated herein by reference.

~~Each~~ITEM 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 report6. ~~Based on their evaluation, each such person concluded that our disclosure controls and procedures were not effective as of September 30, 2025 due to a lack of segregation of duties.~~EXHIBITS

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~~Documents ~~system~~furnished ~~must~~as ~~reflect~~exhibits ~~the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.~~hereto:

Changes in Internal Control over Financial Reporting.

Exhibit No.		Description
10.1 ⁽¹⁾		Convertible Promissory Note and Securities Purchase Agreement, Quick Capital LLC, January 27, 2026
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).

~~Our~~(1) ~~management~~Previously ~~has~~filed ~~evaluated~~with ~~whether~~Form ~~any~~10-K ~~change in our internal control over financial reporting occurred during the last fiscal quarter. Based~~ on ~~that~~April ~~evaluation~~15, 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 reporting2026.

~~PART II - OTHER INFORMATION~~SIGNATURES

~~ITEM~~Pursuant 1.to ~~LEGAL~~the ~~PROCEEDINGS~~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.

None

	REMSLEEP HOLDINGS, INC.

Date: June 9, 2026	By:	/s/ Sanja Pekovic
		Sanja Pekovic
		Chief Executive Officer (Principal Executive Officer) (Principal Financial and Accounting Officer)

ITEM 1A. RISK FACTORS

Date: June 9, 2026	By:	/s/ Teresita Rubio
		Teresita Rubio
		Chairman of the Board

~~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.~~7

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On March 13, 2025, the Company issued 11,768,934 shares of common stock for a cashless exercise of 15,000,000 warrants held by Quick Capital LLC.

During the nine ended September 30, 2025, 1800 Diagonal converted $296,200 and $12,210 of principal and interest, respectively, into 73,214,713 shares of common stock.

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
10.1		Convertible Note Payable, 1800 Diagonal Lending LLC, August 15, 2025
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 19, 2025	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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