Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to __________

Commission File Number: 000-53450

REMSLEEP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada		47-5386867
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

14175 Icot Boulevard, Suite 300, Clearwater, Florida 33760.

(Address of principal executive offices) (Zip Code)

727-955-4465

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common		RMSL

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of November 14, 2022, there were 1,461,616,601 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.	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	19

Item 4	Controls and Procedures.	19

PART II - OTHER INFORMATION		20

Item 1.	Legal Proceedings.	20

Item 1A.	Risk Factors.	20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	20

Item 3.	Defaults Upon Senior Securities.	20

Item 4.	Mine Safety Disclosures	20

Item 5.	Other Information.	20

Item 6.	Exhibits.	21

Signatures		22

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REMSLEEP HOLDINGS, INC.

Condensed Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021		2

Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021 (unaudited)		3

Condensed Statements of Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2022 and 2021 (unaudited)		4

Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 (unaudited)		5

Notes to the Condensed Financial Statements (unaudited)		6

REMSLEEP HOLDINGS, INC.
CONDENSED BALANCE SHEETS

	September 30, 2022			December 31, 2021
ASSETS	(Unaudited)			(Audited)
Current assets:
Cash	$	2,160,945		$	3,383,568
Prepaids		70,656			—
Accounts receivable		15,200			—
Inventory		1,128,423			—
Total current assets		3,375,224			3,383,568
Other assets:
Other asset		10,000			10,000
Right of use asset		283,136			—
Property and equipment, net		101,653			105,061
Total other assets		394,789			115,061
Total Assets	$	3,770,013		$	3,498,629

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	33,239		$	15,505
Accrued compensation		52,000			47,000
Accrued interest		—			41,851
Accrued interest – related party		84,463			67,505
Convertible Notes, net of discount of $0 and $206,157, respectively		—			193,243
Derivative Liability		—			290,712
Loans payable – related party		180,714			179,191
Loans payable		—			45,000
Operating lease liability – current portion		90,824			—
Total current liabilities		441,240			880,007
Long Term Liabilities
Operating lease liability – net of current portion		202,412			—
Total Liabilities		643,652			880,007

Commitments and Contingencies		—			—

STOCKHOLDERS’ EQUITY (DEFICIT)
Series A preferred stock, $0.001 par value, 5,000,000 shares authorized, 5,000,000 issued and outstanding		5,000			5,000
Series B preferred stock, $0.001 par value, 5,000,000 shares authorized, 500,000 shares issued		500			500
Series C preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued		—			—
Common stock, $0.001 par value, 3,000,000,000 shares authorized, 1,461,616,601 and 1,234,008,735 shares issued and outstanding, respectively		1,461,615			1,234,006
Discount to common stock		(94,708	)		(94,708	)
Additional paid in capital		13,214,320			11,865,439
Accumulated Deficit		(11,460,366	)		(10,391,615	)
Total Stockholders’ Equity (Deficit)		3,126,361			2,618,622
Total Liabilities and Stockholders’ Equity (Deficit)	$	3,770,013		$	3,498,629

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

REMSLEEP HOLDINGS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

	For the Three Months Ended September 30,						For the Nine Months Ended  September 30,
	2022			2021			2022			2021
Revenue	$	137,568		$	—		$	257,238		$	—
Cost of goods sold		86,250			—			176,010			—
Gross margin	$	51,318		$	—		$	81,228		$	—

Operating Expenses:
Professional fees	$	14,200		$	7,500		$	100,165		$	59,643
Compensation expense – related party		72,000			21,000			165,000			63,000
Development expense		121,170			16,666			184,888			95,608
Lease expense		21,296			—			51,160			—
General and administrative		129,156			36,697			385,720			92,962

Total operating expenses		357,822			81,863			886,933			311,213

Loss from operations		(306,504	)		(81,863	)		(805,705	)		(311,213	)

Other expense:
Interest expense		(5,656	)		(240,797	)		(231,734	)		(646,382	)
Loss on disposal of fixed assets		—			—			(28,264	)		—
Default penalty of convertible note		—			—			—			(162,798	)
Loss on issuance of convertible debt		—			(70,675	)		—			(612,844	)
Change in fair value of derivative		—			(438,824	)		(3,048	)		(1,934,083	)
Total other expense		(5,656	)		(750,296	)		(263,046	)		(3,356,107	)

Loss before income taxes		(312,160	)		(832,159	)		(1,068,751	)		(3,667,320	)

Provision for income taxes		—			—			—			—

Net Loss	$	(312,160	)	$	(832,159	)	$	(1,068,751	)	$	(3,667,320	)

Net loss per share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)

Weighted average common shares outstanding, basic and diluted		1,461,616,601			691,368,096			1,435,343,158			569,840,600

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

REMSLEEP HOLDINGS, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND NINE MOTHS ENDED SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

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

	Series A Preferred Stock				Series B Preferred Stock				Common Stock				Additional Paid-in			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Total
Balance, December 31, 2020		5,000,000	$	126,000		500,000	$	500		368,063,606	$	368,061	$	5,200,885		$	(6,565,942	)	$	(870,496	)
Common stock issued for conversion of debt		—		—		—		—		74,985,965		74,986		467,990			—			542,976
Warrants issued with convertible debt		—		—		—		—		—		—		75,070			—			75,070
Net Loss		—		—		—		—		—		—		—			(471,466	)		(471,466	)
Balance, March 31, 2021		5,000,000		126,000		500,000		500		443,049,571		443,047		5,743,945			(7,037,408	)		(723,916	)
Common stock issued for conversion of debt		—		—		—		—		87,252,322		87,252		2,114,742			—			2,201,994
Common stock issued for conversion of warrants		—		—		—		—		43,478,695		43,479		(43,479	)		—			—
Common stock issued for cash		—		—		—		—		12,800,000		12,800		83,200			—			96,000
Warrants issued with convertible debt		—		—		—		—		—		—		106,722			—			106,722
Beneficial conversion feature		—		—		—		—		—		—		30,000			—			30,000
Net Loss		—		—		—		—		—		—		—			(2,363,695	)		(2,363,695	)
Balance, June 30, 2021		5,000,000		126,000		500,000		500		586,580,588		586,578		8,035,130			(9,401,103	)		(652,895	)
Common stock issued for conversion of debt		—		—		—		—		97,822,249		97,822		800,254			—			898,076
Common stock issued for cash		—		—		—		—		260,000,000		260,000		1,690,000			—			1,950,000
Net Loss		—		—		—		—		—		—		—			(832,159	)		(832,159	)
Balance, September 30, 2021		5,000,000	$	126,000		500,000	$	500		944,402,837	$	944,400	$	10,525,384		$	(10,233,262	)	$	1,363,022

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

REMSLEEP HOLDINGS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Months Ended September 30,
	2022			2021
Cash Flows from Operating Activities:
Net loss	$	(1,068,751	)	$	(3,667,320	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation expense		46,606			41,208
Change in fair value of derivative		3,048			1,934,083
Discount amortization		206,157			559,732
Loss on issuance of convertible debt		—			612,844
Loss on disposal of fixed assets		28,264			—
Default penalty of convertible note		—			162,798
Operating lease expense		10,100			—
Changes in Operating Assets and Liabilities:
Accounts receivable		(15,200	)		—
Prepaid expenses		(70,656	)		—
Inventory		(1,128,423	)		(8,022	)
Accounts payable		17,734			(3,184	)
Accrued officer compensation		5,000			12,000
Accrued interest		(13,521	)		69,554
Accrued interest – related party		16,958			16,938
Net cash used in operating activities		(1,962,684	)		(269,369	)

Cash Flows from Investing Activities:
Purchase of equipment		(71,462	)		(38,444	)
Net cash used by investing activities		(71,462	)		(38,444	)

Cash Flows from Financing Activities:
Repayment of loans		(45,000	)		(4,770	)
Proceeds from convertible notes payable		—			516,300
Cash advance – related party		1,523			—
Common stock sold for cash		855,000			2,046,000
Net cash provided by financing activities		811,523			2,557,530

Net change in cash		(1,222,623	)		2,249,717
Cash at beginning of the period		3,383,568			114,227
Cash at end of the period	$	2,160,945		$	2,363,944

Supplemental cash flow information:
Interest paid in cash	$	22,140		$	306
Taxes paid	$	—		$	—
Supplemental non-cash disclosure:
Common stock issued for conversion of debt	$	427,730		$	517,724
Establish right of use asset	$	328,803		$	—

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

REMSLEEP HOLDINGS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

NOTE 1 - BACKGROUND

Business Activity

REMSleep Holdings, Inc., (the “Company”) was incorporated in the State of Nevada on June 6, 2007. On January 5, 2015 the name of the Company was changed to REMSleep Holdings, Inc. and the business model was changed to reflect the new direction of the Company; to develop and distribute products to help people affected by sleep apnea. On May 30, 2015 REMSleep LLC was formally merged into REMSleep Holdings, Inc.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company’s 10-K for its fiscal year ended December 31, 2021. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of September 30, 2022, and the results of its operations and cash flows for the nine months then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year ending December 31, 2022.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

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

	Level 2:	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

	Level 3:	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of September 30, 2022 and December 31, 2021:

September 30, 2022:

Description

Level 1

Level 2

Level 3

Derivative

—

Total

—

December 31, 2021:

Description	Level 1		Level 2		Level 3
Derivative	$	—	$	—	$	290,712
Total	$	—	$	—	$	290,712

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.

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

Accounts Receivable

Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value when needed.

Inventories

Inventories are stated at the lower of cost or net realizable value. Inventory on hand consists of finished goods purchased from third parties. When there is evidence that the inventory’s value is less than original cost, the inventory is reduced to market value. We determine market value on current resale amounts and whether technological obsolescence exists.

Basic and Diluted Earnings Per Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented.

As of September 30, 2022, the Company had 139,714,286 potentially dilutive shares of common stock warrants, 5,000,000 shares from Series A preferred stock and 50,000,000 from Series B preferred stock.

As of September 30, 2021, the Company had 34,158,048 of potentially dilutive shares of common stock from convertible debt, 217,474,026 potentially dilutive shares of common stock warrants and 55,000,000 potentially dilutive shares of common stock from Series A and B preferred stock.

The Company’s diluted loss per share is the same as the basic loss per share for all periods, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss in those periods.

Recently Adopted Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 - GOING CONCERN

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $11,460,336 at September 30, 2022, had a net loss of $1,068,751, and net cash used in operating activities of $1,962,684 for the nine months ended September 30, 2022. The Company’s ability to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors over the next twelve months raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

The Company has completed its product development and has begun selling its product in Q2 of 2022. The Company will continue to finance its operations through debt and/or equity financing as needed.

The industry in which we operate depends heavily upon our ability to obtain raw material and manufacture our product as well as the overall level of consumer and business spending. A sustained deterioration in general economic conditions (including distress in financial markets, turmoil in specific economies around the world, public health crises, and additional government intervention), particularly in the United States, may have a negative financial impact to our Company. Adverse conditions as a result of the global COVID-19 outbreak, have and may continue to impact our manufacturing processes and ultimately our ability to sell our product.

NOTE 4 - PROPERTY & EQUIPMENT

Long lived assets, including property and equipment and certain intangible assets to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets and certain identifiable intangibles to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Property and Equipment and intangible assets are first recorded at cost. Depreciation and/or amortization is computed using the straight-line method over the estimated useful lives of the various classes of assets as follows between three and five years.

Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income.

Property and equipment, stated at cost, less accumulated depreciation consisted of the following:

	September 30, 2022			December 31, 2021
Furniture/fixtures	$	39,746		$	14,904
Office equipment		43,780			14,522
Automobile		29,905			29,905
Tooling/Molds		35,205			176,990
Less: accumulated depreciation		(46,983	)		(131,260	)
Property and equipment, net	$	101,653		$	105,061

Depreciation expense

Depreciation expense for the nine months ended September 30, 2022 and 2021 was $46,606 and $41,208, respectively.

During the nine months ended September 30, 2022, the Company disposed of certain property and equipment it was no longer using, resulting in a loss on disposal of $28,264.

NOTE 5 - LOANS PAYABLE

On October 24, 2017, the Company was notified that a petition had been filed in the Iowa District Court for Polk County by a Mr. John M. Wesson for failure to repay a loan. Mr. Wesson had loaned the Company $30,000 and $20,000 on October 24, 2012 and June 12, 2013, respectively. The loans were to accrue interest at 5%. On April 26, 2018, the Company agreed to repay the loan in full including accrued interest and $5,000 for legal fees. As of December 31, 2021, there is $45,000 and $21,549 of principal and interest due on this loan. On June 9, 2022, the Company repaid this loan in full.

NOTE 6 - CONVERTIBLE NOTES

The following table summarizes the convertible notes and related activity as of September 30, 2022:

Note Holder	Date	Maturity Date	Interest			Balance December 31, 2021			Additions		Conversions/ Repayments			Balance September 30, 2022
Granite Global Investments Ltd	4/7/2021	4/7/2022		10	%		36,500			—		(36,500	)		—
Granite Global Investments Ltd	4/9/2021	4/9/2022		10	%		100,000			—		(100,000	)		—
Power Up Lending Group LTD	7/22/2021	7/22/2022		10	%		58,850			—		(58,850	)		—
Power Up Lending Group LTD	8/26/2021	8/26/2022		10	%		58,850			—		(58,850	)		—
Power Up Lending Group LTD	9/22/2021	9/22/2022		10	%		58,850			—		(58,850	)		—
Power Up Lending Group LTD	10/12/2021	10/12/2022		10	%		86,350			—		(86,350	)
				Total		$	399,400		$	—	$	(339,400	)	$	—
		Less debt discount					(206,157	)							—
						$	193,243							$	—

A summary of the activity of the derivative liability for the notes above is as follows:

Balance at December 31, 2020	$	700,719
Increase to derivative due to new issuances		1,087,302
Decrease to derivative due to conversion/repayments		(3,098,325	)
Derivative loss due to mark to market adjustment		1,601,016
Balance at December 31, 2021	$	290,712
Decrease to derivative due to conversion/repayments		(287,664	)
Derivative loss due to mark to market adjustment		(3,048	)
Balance at September 30, 2022	$	—

A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy at the time of conversion is as follows:

Inputs
Stock price	$	0.01 - 0.0175
Conversion price	$	0.0097 - 0.0175
Volatility (annual)		169.37% – 177.63%
Risk-free rate		.39% - 1.25
Dividend rate		-
Years to maturity		.49 - .50

The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management.

NOTE 7 - RELATED PARTY TRANSACTIONS

The Company has received support from its Chairman, Russell Bird through a series of loans prior to 2019. These loans are unsecured, and due on demand. As of September 30, 2022, and December 31, 2021, the balance due on these loans is $179,191 and $179,191, respectively. Beginning on January 1, 2019, the balance due accrues interest at 12.5%. As of September 30, 2022, total accrued interest is $84,463. During the third quarter Mr. Bird, advanced the Company an additional $1,523.

The Company executed a new employment agreement with Mr. Wood on April 1, 2022. Per the terms of the agreement Mr. Wood is to be compensated $8,000 per month. As of September 30, 2022 and December 31, 2021, there is $2,000 and $2,000 of accrued compensation, respectively, due to Mr. Wood. During the nine months ended September 30, 2022 and 2021, cash payments of $60,000 and $36,000, respectively, were paid to Mr. Wood.

The Company executed a new employment agreement with its Chairman, Russell Bird, on April 1, 2022. Per the terms of the agreement, which is effective for one year, Mr. Bird is to be compensated $8,000 per month. As of September 30, 2022 and December 31, 2021, there is $50,000 and $45,000 of accrued compensation, respectively, due to Mr. Bird. During the nine months ended September 30, 2022 and 2021, cash payments of $52,000 and $15,000, respectively, were paid to Mr. Bird.

The Company has entered into an at-will consulting agreement with Jonathan Lane to serve as Chief Technology Officer. During the nine months ended September 30, 2022 and 2021, the Company made cash payments to Mr. Lane of $48,000 and $17,000, respectively.

During the nine months ended September 30, 2022 and, 2021, the Company paid $21,500 and $15,000, respectively, to the brother of the CEO for services related to development of the Company’s product.

During the nine months ended September 30, 2022 and 2021, the Company paid $1,000 and $5,000, respectively, to the son of the CEO for website design services.

NOTE 8 – OPERATING LEASES

The Company entered into a Lease Agreement (the “Lease”) with 14175 Icot Blvd, LLC (the “Lessor”), effective May 1, 2022, relating to approximately 9,677 square feet of property located at 14175 Icot Blvd, Clearwater, FL 33760. The term of the Lease is for thirty-six (36) months commencing May 1, 2022. The monthly base rent, including tax is $8,686.71 for the first twelve (12) months increasing thereafter to $9,034.17 for the next 12 months and to $12,287.63 for the last 12 months. The Company paid $69,494 of advanced rent. The advance rent is to be allocated equally over the first two years of the lease.

In February 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-02, Leases (Topic 842), which superseded guidance in ASC 840, Leases, which we adopted for the year ended December 31, 2019, under the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application. We account for short-term leases, those lasting fewer than 12 months, using the practical expedient as outlined in the guidance, which does not include recording such leases on the balance sheet.

Adoption of Accounting Standard Update (“ASU”) 2016-02, Leases (Topic 842), resulted in recording an initial right-of-use (“ROU”) assets and operating lease liabilities of $328,803 on May 1, 2022.

Asset	Balance Sheet Classification	September 30, 2022
Operating lease asset	Right of use asset	$	283,136
Total lease asset		$	283,136

Liability
Operating lease liability – current portion	Current operating lease liability	$	90,824
Operating lease liability – noncurrent portion	Long-term operating lease liability		202,412
Total lease liability		$	293,236

Lease obligations at September 30, 2022 consisted of the following:

For the year ended December 31:
2022	$	28,861
2023		107,020
2024		134,438
2025		49,151
Total payments	$	319,470
Amount representing interest	$	(26,234	)
Lease obligation, net		293,236
Less current portion		(90,824	)
Lease obligation – long term	$	202,412

The lease expense for the above agreement for the nine months ended September 30, 2022 was $51,160 which consisted of amortization expense of $41,828 and interest expense of $9,332.

NOTE 9 - COMMON STOCK

During Q1 2022, Granite Global Value converted $152,880 of principal and interest into 16,146,666 shares of common stock.

During Q1 2022, the Company issued 70,128,204 shares of common stock for the conversion of warrants.

During Q1 2022, the Company sold 114,000,000 shares of common stock for total cash proceeds of $855,000. The shares were sold pursuant to its Tier 2 of Regulation A Offering Statement.

During Q2 2022, Power Up Lending Group LTD converted $274,850 of principal and interest into 27,332,996 shares of common stock.

NOTE 10 - PREFERRED STOCK

The Company is currently authorized to issue 5,000,000 shares of Series A Preferred Stock, par value $0.001 per share value with 1:25 voting rights. The Series A Preferred Stock ranks equal to the common stock on liquidation, pays no dividend and is convertible to common stock for one share of common for one share of Series A Preferred Stock.

The Company is currently authorized to issue 5,000,000 shares of Series B Preferred Stock, par value $0.001 per share. Each share of Series B Preferred Stock has a 1:100 voting right and is convertible into 100 shares of common stock. No dividends will be paid and in the event of liquidation all shares of Series B will automatically convert into common stock. There are 500,000 shares of Series B Preferred Stock issued and outstanding.

The Company is currently authorized to issue 5,000,000 shares of Series C Preferred Stock, par value $0.001 per share value. Each share of Series C Preferred Stock has a 1:50 voting right and is convertible into 50 shares of common stock. No dividends will be paid and in the event of liquidation all shares of Series C will automatically convert into common stock. There are no shares of Series C Preferred Stock issued and outstanding.

NOTE 11 - WARRANTS

A summary of the status of the Company’s outstanding stock warrants and changes during the year is presented below:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term		Aggregate Intrinsic Value
Exercisable at December 31, 2020		15,974,026		$	0.00385		2.06	$	—
Granted		201,500,000		$	0.0029		4.62	$	—
Expired		—		$	—		—	$	—
Increased for adjustment⁽¹⁾		12,012,987		$	—		—	$	—
Exercised		(2,987,013	)	$	—		—	$	—
Exercisable at December 31, 2021		226,500,000		$	0.0013		3.78	$	—
Granted		—		$	—		—	$	—
Expired		—		$	—		—	$	—
Exercised		(60,000,000	)	$	—		—	$	—
Exercisable at September 30, 2022		166,500,000		$	0.0104		3.39	$	1,739,550

Range of Exercise Prices				Number Outstanding 9/30/2022				Weighted Average Remaining Contractual Life				Weighted Average Exercise Price
$	0.002 - 0.014				166,500,000				3.64 years			$	0.0117

⁽¹⁾	Pursuant to the terms of certain warrant agreements, when the exercise price is reduced for any reason outlined in the agreement, the number of warrant shares is increased so that the aggregated exercise price is equal to the original exercise price.

The aggregate intrinsic value represents the total pretax intrinsic value, based on warrants with an exercise price less than the Company’s stock price as of September 30, 2022, which would have been received by the warrant holder had the warrant holder exercised their warrants as of that date.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

The Company has been in the process of obtaining its 510k for DeltaWave. This requires a myriad of tests to prove to the FDA that the device is safe and effective. The company has diligently carried out these tests through independent testing labs. There have been no issues aside from a negative result on a cytotoxicity test due to incorrect procedures performed by a third-party lab. This roadblock has required the company to perform a retest. The company has failed the retest due to what is believed to be a faulty analysis by the testing company. The company believes they can narrow down the exact part of the device that is failing the test and quickly resolve this matter. They have committed to a new third party lab to redo the test and provide results within the next few weeks. If the Company were to fail the next test it would re-apply for its 510K resulting in additional time and expense. The Company is reliant upon passing the required test and receiving its 510K in order to continue with operations and acknowledges that there is the possibility of this not occurring.

NOTE 13 - SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these unaudited financial statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS.

Forward-looking Statements

Except for statements of historical fact, the information presented herein constitutes forward-looking statements. These forward-looking statements generally can be identified by phrases such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “foresees,” “intends,” “plans,” or other words of similar import. Similarly, statements herein that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, our ability to: successfully commercialize our technology; generate revenues and achieve profitability in an intensely competitive industry; compete in products and prices with substantially larger and better capitalized competitors; secure, maintain and enforce a strong intellectual property portfolio; attract additional capital sufficient to finance our working capital requirements, as well as any investment of plant, property and equipment; develop a sales and marketing infrastructure; identify and maintain relationships with third party suppliers who can provide us a reliable source of raw materials; acquire, develop, or identify for our own use, a manufacturing capability; attract and retain talented individuals; continue operations during periods of uncertain general economic or market conditions, and; other events, factors and risks previously and from time to time disclosed in our filings with the Securities and Exchange Commission, including, specifically, the “Risk Factors” enumerated herein. Although we believe the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on our forward-looking statements, which speak only as of the date of this report. Except as required by law, we do not undertake to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Overview

We were incorporated in the State of Nevada on June 6, 2007. On August 2, 2010, we changed our name from Bella Viaggio, Inc. to Kat Gold Holdings Corp. Effective January 1, 2015, we completed an exchange agreement to purchase 100% of the outstanding interests of REMSleep LLC in exchange for 50,000,000 common shares of REMSleep Holdings, Inc.’s stock, at which time REMSleep LLC became our wholly-owned subsidiary and adopted their business of developing and distributing our sleep apnea products. On January 5, 2015, we changed our name to REMSleep Holdings, Inc. to reflect our new business model.

Our officers have 35 years of sleep-industry experience, including having been employed at sleep industry companies. Our officers invented our DeltaWave CPAP interface (the “DeltaWave”) as an innovative new device to treat patients with sleep apnea. The patent-pending DeltaWave product is a nasal-pillows type interface that will result in better comfort and, therefore, better compliance since it was specifically designed with unique airflow characteristics to enable patients with sleep apnea to breathe normally. A survey that appeared in DME Business found that 89% of patients stated that mask-interface comfort was their primary concern. The primary issue that we have addressed with the DeltaWave is the “work of breathing” component. We believe that our DeltaWave is designed to effectively address the stubborn issues that continue to affect a patient’s ability to comply with treatment, as follows:

	●	Does not disrupt normal breathing mechanics;

	●	Is not claustrophobic;

	●	Causes zero work of breathing (WOB);

	●	Minimizes or eliminates drying of the sinuses;

	●	Uses less driving pressure; and

	●	Allows users to feel safe and secure while sleeping.

Pending adequate financing, we plan to conduct clinical trials to test product effectiveness.

On June 28, 2016, we applied for a patent for a new, innovative sleep apnea product that serves as an interface for the delivery of CPAP therapy and other respiratory needs. Our goal is to develop sleep products that achieve optimum compliance and comfort for CPAP patients.

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

Results of Operations

The three months ended September 30, 2022 compared to the three months ended September 30, 2021

We began to sell our ResPlus CPAP system in the second quarter. We recognized revenue and cost of goods of $137,568 and $86,250, respectively for the three months ended September 30, 2022.

Professional fees were $14,200 compared to $7,500 for the three months ended September 30, 2022 and 2021, respectively, an increase of $6,700, or 89.3%. Professional fees consist mostly of accounting, audit and legal fees. The increase is attributed to an increase in legal fees of approximately $5,700.

Compensation expense was $72,000 and $21,000 for the three months ended September 30, 2022 and 2021, respectively, an increase of $51,000, or 242.9%. On April 1, 2022, compensation expense for our CEO and Chairman increased.

Development expense related to our CPAP systems was $121,170 and $16,666 for the three months ended September 30, 2022 and 2021, respectively, an increase of $104,504. Development expense increased over the prior period as we continue to work to bring new products to market.

Lease expense was $21,296 and $0 for the three months ended September 30, 2022 and 2021, respectively. In May 2022, we began to incur lease/rent expense for both our corporate office and short term apartment rental for employees to stay at when in town.

General and administrative expense (“G&A”) was $129,156 and $36,697 for the three months ended September 30, 2022 and 2021, respectively, an increase of $92,459, or 252%. During the current period we incurred additional expense related to the process of obtaining our 510k for DeltaWave (~$38,200), OTC fees of $14,220 and other compensation expense of $27,500 We also incurred additional expense involved with moving our corporate headquarters and setting up our offices.

Our loss from operations increased $224,641 to $306,504 in the current period from $81,863 in the prior period

Total other expense for the three months ended September 30, 2022, was $5,656 for interest expense Total other expense for the three months ended September 30, 2021, was $750,000. Other expense in the prior period includes a loss in the change of fair value of $438,824, a loss on the issuance of convertible debt of $70,675, and interest expense of $240,797 (includes $213,037 amortization of debt discount).

Net Loss

For the three months ended September 30, 2022, we had a net loss of $312,160 as compared to a net loss of $832,159 for the three months ended September 30, 2021. Our net loss decreased due to the decrease in other expense during the period, which consists mostly of non-cash expense related to our convertible debt.

The nine months ended September 30, 2022 compared to the nine months ended September 30, 2021

We began to sell our ResPlus CPAP system in the second quarter. We recognized revenue and cost of goods of $257,238 and $176,010, respectively for the nine months ended September 30, 2022.

Professional fees were $100,165 compared to $59,643 for the nine months ended September 30, 2022 and 2021, respectively, an increase of $40,522, or 67.9.%. Professional fees consist mostly of accounting, audit and legal fees. The increase is attributed to an increase in legal fees of approximately $36,700.

Compensation expense was $165,000 and $63,000 for the nine months ended September 30, 2022 and 2021, respectively, an increase of $102,000 or 161.9.%. On April 1, 2022, compensation expense for our CEO and Chairman increased.

Development expense related to our CPAP systems was $184,888 and $95,608 for the nine months ended September 30, 2022 and 2021, respectively, an increase of $89,280 or 93.4%. Development expense increased over the prior period as we work to bring our new products to market.

Lease expense was $51,160 and $0 for the nine months ended September 30, 2022 and 2021, respectively. During the nine months ended September 30, 2022, we began to incur lease/rent expense for both our corporate office and short term apartment rental for employees to stay at when in town.

G&A expense was $385,720 and $92,962 for the nine months ended September 30, 2022 and 2021, respectively, an increase of $292,758 or 314.9%. During the current period we incurred additional expense related to the process of obtaining our 510k for DeltaWave (~$69,000), travel expense of $24,400 and other compensation expense of $59,950, We also incurred additional expense involved with moving our corporate headquarters and setting up our offices.

Our loss from operations increased $494,493 to $805,706 in the current period from $311,213 in the prior period.

Total other expense for the nine months ended September 30, 2022, was $263,046. Other expense includes a loss in the change of fair value of $3,048, a loss on disposal of fixed assets of $28,264 and interest expense of $231,734 (includes $206,157 amortization of debt discount). Total other expense for the nine months ended September 30, 2021, was $3,356,107. Other expense in the prior period includes a loss in the change of fair value of $1,934,083, a loss on the issuance of convertible debt of $612,844, a penalty for default on convertible debt of $162,798 and interest expense of $646,382 (includes $559,732 amortization of debt discount).

Net Loss

For the nine months ended September 30, 2022, we had a net loss of $1,068,751 as compared to a net loss of $3,667,320 for the nine months ended September 30, 2021. Our net loss decreased due to the decrease in other expense during the period, which consists mostly of non-cash expense related to our convertible debt.

Liquidity and Capital Resources

Cash flow from operations

Cash used in operating activities for the nine months ended September 30, 2022 was $1,962,684 compared to $269,369 of cash used in operating activities for the nine months ended September 30, 2021. During the current period the Company used more cash for activities related to bringing its product to market. Our largest cash expenditures were for inventory, an advance payment on our new lease and compensation expense.

Cash Flows from Investing

Cash used in investing activities for the purchase of equipment and tooling for the nine months ended September 30, 2022 was $71,462 as compared to $38,444 of cash used in investing activities for the nine months ended September 30, 2021.

Cash Flows from Financing

For the nine months ended September 30, 2022, we received $855,000 from the sale of common stock and repaid a $45,000 loan. We also received a short term cash advance from a related party of $1,523 for the payment of expenses. For the nine months ended September 30, 2021, we received $516,300 from the issuance of convertible loans, $2,046,000 from the sale of common stock and we repaid $4,770 on other loans.

As of September 30, 2022, we have current assets of $3,685,535, which includes $2,393,372 of cash and $1,214,637 of recently purchased inventory. As of September 30, 2022, we no longer have any outstanding convertible notes payable.

Going Concern

As of September 30, 2022, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow to fund our proposed business.

We have suffered recurring losses from operations since our inception. In addition, we have yet to generate an internal cash flow from our business operations or successfully raised the financing required to develop our proposed business. As a result of these and other factors, our independent auditor has expressed substantial doubt about our ability to continue as a going concern. Our future success and viability, therefore, are dependent upon our ability to generate capital financing. The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon us and our shareholders.

Management’s plans with regard to these matters encompass the following actions: (i) obtaining funding from new investors to alleviate our working capital deficiency, and (ii) implementing a plan to generate sales. Our continued existence is dependent upon our ability to resolve our liquidity problems and increase profitability in our current business operations. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. Our financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.

The industry in which we operate depends heavily upon our ability to obtain raw material and manufacture our product as well as the overall level of consumer and business spending. A sustained deterioration in general economic conditions (including distress in financial markets, turmoil in specific economies around the world, public health crises, and additional government intervention), particularly in the United States, may have a negative financial impact to our Company. Adverse conditions as a result of the global COVID-19 outbreak, will and may continue to impact our manufacturing processes and ultimately our ability to sell our product.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies

Refer to Note 2 to the Financial Statements for the nine months ended September 30, 2022, for a condensed discussion of our critical accounting policies and our Form 10-K for the year ended December 31, 2021, for a full discussion of our critical accounting policies and procedures.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Each of our principal executive and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a - 15(e) and 15d - 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on their evaluation, each such person concluded that our disclosure controls and procedures were not effective as of September 30, 2022 due to a lack of segregation of duties.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

Changes in Internal Control over Financial Reporting.

Our management has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter. Based on that evaluation, management concluded that there has been no change in our internal control over financial reporting during the relevant period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.

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

During Q1 2022, Granite Global Value converted $152,880 of principal and interest into 16,146,666 shares of common stock.

During Q1 2022, the Company issued 70,128,204 shares of common stock for the conversion of warrants.

During Q1 2022, the Company sold 114,000,000 shares of common stock for total cash proceeds of $855,000. The shares were sold pursuant to its Tier 2 of Regulation A Offering Statement.

During the nine months ended September 30, 2022, Power Up Lending Group LTD converted $274,850 of principal and interest into 27,332,996 shares of common stock.

For each of the above-referenced issuances, the Company relied upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) promulgated thereunder due to the fact that each was an isolated issuance to an accredited investor and did not involve a public offering of securities.

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
31.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	REMSLEEP HOLDINGS, INC.

Date: November 14, 2022	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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