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 June 30, 2018

Commission file number: 000-53450

REMSLEEP HOLDINGS, INC.

(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.)

637 N. Orange Ave, Suite 609, Orlando, FL 32789

(Address of principal executive offices) (Zip Code)

912-590-2001

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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 ☐

Non-accelerated filer ☐

Emerging growth company ☐

Accelerated filer ☐

Smaller reporting 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 ☒

As of August 15, 2018, there were 5,875,894 shares of common stock outstanding.

TABLE OF CONTENTS

		Page No.
PART I. - FINANCIAL INFORMATION

Item 1.	Financial Statements.	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Plan of Operations.	8

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	11

Item 4	Controls and Procedures.	11

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.	12

Item 1A.	Risk Factors.

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	12

Item 3.	Defaults Upon Senior Securities.	12

Item 4.	Mine Safety Disclosures	12

Item 5.	Other Information.	12

Item 6.	Exhibits.	12

Signatures		13

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REMSLEEP HOLDINGS, INC.

Condensed Balance Sheets as of June 30, 2018 (Unaudited) and December 31, 2017 (Audited)	2

Condensed Statements of Operations for the Three and Six Months ended June 30, 2018 and 2017 (Unaudited)	3

Condensed Statements of Cash Flows for the Six Months ended June 30, 2018 and 2017 (Unaudited)	4

Condensed Notes to Financial Statements (Unaudited)	5

REMSLEEP HOLDINGS, INC.

CONDENSED BALANCE SHEETS

	June 30, 2018			December 31, 2017
	(Unaudited)
ASSETS
Current assets:
Cash	$	553		$	2,014
Prepaid stock for services		229,783			173,282
Total current assets		230,336			175,296
Property and equipment, net		14,102			8,486

Total Assets	$	244,438		$	183,782

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
Accounts payable	$	243,134		$	239,878
Accrued compensation		2,350			2,850
Accrued interest		13,580			12,341
Accrued stock to be issued		-			194,068
Due to shareholder		179,191			182,191
Loan payable		45,000			50,000

Total Liabilities		483,255			681,328

STOCKHOLDERS' EQUITY (DEFICIT)

Series A preferred stock, no par value, 5,000,000 shares authorized, 3,500,000 and 3,500,000 issued and outstanding, respectively		105,000			105,000
Series B preferred stock, no par value, 5,000,000 shares authorized, no shares issued		-			-
Series C preferred stock, no par value, 5,000,000 shares authorized, no shares issued		-			-
Common stock, $.001 par value, 1,000,000,000 shares authorized, 5,875,894 and 3,610,751 shares issued and outstanding, respectively		5,876			3,611
Common stock to be issued		228,604			58,225
Additional paid in capital		980,757			424,938
Accumulated Deficit		(1,559,054	)		(1,089,320	)
TOTAL STOCKHOLDERS' DEFICIT		(238,817	)		(497,546	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	244,438		$	183,782

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 June 30,						For the Six Months Ended June 30,
	2018			2017			2018			2017
				(Restated)						(Restated)
Operating Expenses:
Professional fees	$	19,950		$	47,612		$	36,100		$	60,212
Consulting		266,278			223,125			383,799			370,104
Officer compensation		12,000			6,000			18,000			12,000
General and administrative		8,762			7,620			13,701			14,644

Total operating expenses		306,990			284,357			451,600			456,960

Loss from operations		(306,990	)		(284,357	)		(451,600	)		(456,960	)

Other expenses:
Interest expense		(623	)		(1,239	)		(1,239	)		(1,239	)
Change in fair value		-			-			(16,895	)		-
Total other expense		(623	)		(1,239	)		(18,134	)		(1,239	)

Loss before income taxes		(307,613	)		(285,596	)		(469,734	)		(458,199	)

Provision for income taxes		-			-			-			-

Net Loss	$	(307,613	)	$	(285,596	)	$	(469,734	)	$	(458,199	)

Basic and fully diluted net loss per share	$	(0.05	)	$	(0.08	)	$	(0.10	)	$	(0.14	)

Weighted average common shares outstanding, basic and diluted		5,759,828			3,222,568			4,666,617			3,253,415

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

REMSLEEP HOLDINGS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Six Months Ended June 30,
	2018			2017
Cash Flows from Operating Activities:				(Restated)
Net loss	$	(469,734	)	$	(458,199	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation expense		1,032			3,327
Stock issued for services		383,499			393,125
Change in fair value		16,895			-
Changes in Operating Assets and Liabilities
Prepaids		-			(1,771	)
Accounts Payable		3,256			4,318
Accrued officer compensation		(500	)		8,000
Accrued interest		1,239			1,239
Net cash used in operating activities		(64,313	)		(49,961	)

Cash Flows from Investing Activities:
Purchase of equipment		(6,648	)		-
Net Cash used in investing activities		(6,648	)		-

Cash Flows from Financing Activities:
Proceeds from shareholder advances		-			49,961
Repayment of loans		(8,000	)		-
Proceeds from sale of common stock		77,500			-
Net cash provided by financing activities		69,500			49,961

Net increase (decrease) in cash		(1,461	)		-
Cash at beginning of the period		2,014			-
Cash at end of the period	$	553		$	-

Supplemental cash flow information:
Interest paid in cash	$	-		$	-
Taxes paid	$	-		$	-

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

REMSLEEP HOLDINGS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

June 30, 2018

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity

REMSleep Holdings, Inc., (the “Company”) was incorporated in the State of Nevada on June 6, 2007. Following its acquisition of Handcamp on June 4, 2010, a gold property located in the Province of Newfoundland and Labrador, Canada (“Handcamp”), the Company changed its business model to that of a mineral acquisition, exploration and development company focused primarily on gold properties. On August 26, 2010, the Company’s name was changed from Bella Viaggio, Inc. to Kat Gold Holdings Corp. 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 formerly merged into REMSleep Holdings, Inc.

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, 2017. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of June 30, 2018 and the results of its operations and cash flows for the six-month periods then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year.

Use of Estimates

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the six months ended June 30, 2018.

Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will cause a material impact on its financial condition or the results of its operations.

NOTE 2 - GOING CONCERN

The accompanying 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 $1,559,054 at June 30, 2018, had a net loss of $469,734 and net cash used in operating activities of $64,313 for the six months ended June 30, 2018. 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.

NOTE 3 - PROPERTY & EQUIPMENT

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

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

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

Assets stated at cost, less accumulated depreciation consisted of the following:

	June 30, 2018			December 31, 2017
Equipment	$	21,552		$	14,904
Less: accumulated depreciation		(7,450	)		(6,418	)
Fixed assets, net	$	14,102		$	8,486

Depreciation expense

Depreciation expense for the six months ended June 30, 2018 and 2017 was $1,032 and $3,327, respectively.

NOTE 4 – NOTES 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%. While the Company was under previous management the loans were removed from the books in Q1 of 2015. On April 26, 2018, the Company agreed to repay the loan in full including accrued interest and $5,000 for legal fees. The $50,000 plus $7,341 was booked to retained earnings in 2016 as a correction of an error. As of June 30, 2018, $5,000 has been paid towards the amount due and there is $13,580 of interest accrued on the loan.

NOTE 5 - COMMON STOCK

On November 16, 2017, the Company issued, as compensation for services provided, 1,087,261 common shares with a fair value of $0.2125 per share for total non-cash expense of $231,043. The expense is being recognized over the six-month term of the contract. As of December 31, 2017, $57,761 has been debited to consulting expense. In addition, as of December 31, 2017, the shares have not yet been issued; as a result, $36,975 has been credited to common stock to be issued and the remaining $194,068 to accruals. As of June 30, 2018, the shares were re-valued at $0.231 for a change in value of $16,895. In addition, $173,282 was amortized to stock for services expense and the accrual for stock to be issued was reclassed to common stock to be issued in equity, which was reduced $40,584 for the issuance of 178,000 shares by the transfer agent.

During the six months ended June 30, 2018, the Company sold 327,143 shares of common stock for total cash proceeds of $77,500.

During the six months ended June 30, 2018, the Company granted 1,760,000 shares of common stock for total non-cash expense of $210,217

NOTE 6 - PREFERRED STOCK

The Company is currently authorized to issue 5,000,000 Class A preferred shares, $0.001 per value with 1:25 voting rights.

On February 25, 2016, the Company issued 2,000,000 Class A preferred shares. On April 26, 2016 the Company issued 1,500,000 Class A preferred shares. The fair value of the shares was based on the price quoted on the OTC pink sheets on the grant date for the common shares as the preferred shares have a preference of a 1 to 1 conversion to common stock. The Company recognized compensation expense to its officers. As of June 30, 2018, there are 3,500,000 Class A Preferred shares outstanding.

NOTE 7 - RELATED PARTY TRANSACTIONS

The Company has received support from parties related through common ownership and directorship. All of the expenses herein have been borne by these individuals on behalf of the Company and are treated as shareholder loans. These loans are unsecured, non-interest bearing and due on demand. As of June 30, 2018, and December 31, 2017, the balance due on these loans is $179,191 and $182,191, respectively.

NOTE 8 - RESTATEMENT

The June 30, 2017 financial statements are being restated to revise the accounting for retroactive adjustments identified during the year ended December 31, 2017 audit.

The following table summarizes changes made to the six months ended June 30, 2017 Statement of Operations.

	For the six months ended June 30, 2017
	As Reported			Adjustment			As Restated
Operating expenses	$	153,555		$	303,405		$	456,960
Net Loss	$	(153,555	)	$	(304,644	)	$	(458,199	)

NOTE 9 - SUBSEQUENT EVENTS

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

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

Forward-looking Statements

There are “forward-looking statements” contained in this quarterly report. All statements that express expectations, estimates, forecasts or projections are forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “project,” “forecast,” “may,” “should,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. We undertake no obligation to update or revise any of the forward-looking statements after the date of this quarterly report to conform forward-looking statements to actual results. Important factors on which such statements are based are assumptions concerning uncertainties, including but not limited to, uncertainties associated with the following:

●

Inadequate capital and barriers to raising the additional capital or to obtaining the financing needed to implement our business plans;

●

Our failure to earn revenues or profits;

●

Inadequate capital to continue business;

●

Volatility or decline of our stock price;

●

Potential fluctuation in quarterly results;

●

Rapid and significant changes in markets;

●

Litigation with or legal claims and allegations by outside parties; and

●

Insufficient revenues to cover operating costs.

The following discussion should be read in conjunction with the financial statements and the notes thereto which are included in this quarterly report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ substantially from those anticipated in any forward-looking statements included in this discussion as a result of various factors.

Overview

We were incorporated in the State of Nevada on June 6, 2007. On August 26, 2010, we changed our name from Bella Viaggio, Inc. to Kat Gold Holdings Corp. Effective January 1, 2015, we entered into 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 (the “Exchange Agreement”). As a result of the exchange, RemSleep LLC became our wholly-owned subsidiary and constitutes our business and operations and we changed our name to REMSleep Holdings, Inc. to reflect our new business model of developing and distributing sleep apnea products.

Our officers have 35 years of sleep-industry experience, including working at sleep industry companies. Our officers invented our DeltaWave CPAP (continuous positive airway pressure) interface (the “DeltaWave”). We have developed the DeltaWave as an innovative new device to treat patients with sleep apnea. The patent-pending DeltaWave product is a nasal-pillows type interface designed to result in better comfort and, therefore, better compliance. The Delta Wave is 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.

We plan to conduct clinical trials to test product effectiveness.

Our goal is to develop sleep products that achieve optimum compliance and comfort for CPAP patients.

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. This patent is still pending.

Our website is located at: http://www.remsleeptech.com.

Results of Operations

The three months ended June 30, 2018 compared to the three months ended June 30, 2017

Professional fees were $19,950 and $47,612 for the three months ended June 30, 2018 and 2017, respectively, a decrease of $27,662, or 58.1%. Professional fees consist mostly of accounting, audit and legal fees. The decrease in the current period is due to lower legal and audit expense.

Consulting expense was $266,278 and $223,125 for the three months ended June 30, 2018 and 2017, respectively, an increase of $43,153, or 19.3%. In the current period we recognized approximately $265,000 of non-cash stock compensation expense, In the previous period we issued 1,000,000 shares of common stock to consultants for total non-cash expense of $212,500.

Officer compensation was $12,000 and $6,000 for the three months ended June 30, 2018 and 2017, respectively, an increase of $6,000. The increase is due to an increase in monthly compensation to our CEO.

General and administrative expense was $8,762 and $7,620 for the three months ended June 30, 2018 and 2017, respectively, an increase of $1,142, or 15.0%.

Interest expense was $623 and $1,239 for the three months ended June 30, 2018 and 2017, respectively, a decrease of $616, or 49.7%. See Note 4.

Net Loss

For the three months ended June 30, 2018, we had a net loss of $307,613 as compared to a net loss of $285,596 for the three months ended June 30, 2017. Our net loss was higher in the current period primarily due to the expense associated with issuing stock for services.

The six months ended June 30, 2018 compared to the six months ended June 30, 2017

Professional fees were $36,100 and $60,212 for the six months ended June 30, 2018 and 2017, respectively, a decrease of $24,112 or 40.0%. Professional fees consist mostly of accounting, audit and legal fees. The decrease of $24,112 in the current period is attributed to lower legal and audit fees.

Consulting expense was $383,799 and $370,104 for the six months ended June 30, 2018 and 2017, respectively. In the current and prior periods, we issued shares of common stock to consultants for total non-cash expense of $383,499 and $370,104, respectively.

Officer compensation was $18,000 and $12,000 for the six months ended June 30, 2018 and 2017, respectively, an increase of $6,000. The increase is due to an increase in monthly compensation to our CEO.

General and administrative expense was $13,701 and $14,644 for the six months ended June 30, 2018 and 2017, respectively, a decrease of $943. The decrease in the current period can be largely attributed to a decrease in transfer agent fees.

Net Loss

For the six months ended June 30, 2018, we had a net loss of $469,734 as compared to a net loss of $458,199 for the six months ended June 30, 2017. Our net loss was higher in the current period primarily due to the expense associated with issuing stock for services.

Going Concern

As of June 30, 2018, 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.

Liquidity and Capital Resources

Cash flow from operations

Net cash flow used in operating activities for the six months ended June 30, 2018 was $64,313 as compared to $49,961 of net cash flows used in operating activities for the same period ended 2017.

Cash Flows from Investing

Net cash flow used in investing activities for the six months ended June 30, 2018 was $6,648 as compared to $nil of net cash flows used in investing activities for the same period ended 2017.

Cash Flows from Financing

The net cash flows from financing activities for the six months ended June 30, 2018 were $69,500 as compared to $49,961 for the same period ended 2017.

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

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 and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Note 1 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

We are subject to various loss contingencies arising in the ordinary course of business. We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired, or a liability has been incurred and the amount of the loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted.

We recognize deferred tax assets (future tax benefits) and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities represent the expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled. Future tax benefits have been fully offset by a 100% valuation allowance as management is unable to determine that it is more likely than not that this deferred tax asset will be realized.

Recent Accounting Pronouncements

We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe that any future adoption of such pronouncements will have a material impact on our financial condition or the results of our operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

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 due to material weaknesses in our internal control over financial reporting as of June 30, 2018. Such material weaknesses include a lack of segregation of duties and timely and accurate reconciliation of accounts.

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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During April 2018, the Company granted 1,938,000 shares of common stock for services. During the six months ended June 30, 2018, the Company sold 327,143 shares of common stock for total cash proceeds of $77,500.

During the six months ended June 30, 2018, the Company granted 1,760,000 shares of common stock for total non-cash expense of $210,217.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

On July 26, 2018, Michael Gillespie & Associates, PLLC (“Gillespie”) was dismissed as the registrant’s independent registered public accountant.

On July 26, 2018, the registrant engaged Fruci & Associates II, PLLC (“Fruci”) as its new independent registered public accountant.

ITEM 6. EXHIBITS

(a) Documents furnished as exhibits hereto:

Exhibit No.		Description

31.1		Certification of the Chief Executive 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		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Label Linkbase Document
101.PRE		XBRL Taxonomy Presentation Linkbase Document

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.