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, 2023

 

or

 

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

 

For the transition period from _____________ to __________

 

Commission File Number: 000-53450

 

REMSLEEP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

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

 

14175 Icot Boulevard, Suite 300, Clearwater, Florida 33760

(Address of principal executive offices) (Zip Code)

 

813-367-3855

(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 August 16, 2023, 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 2
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 5
     
Item 4 Controls and Procedures 5
     
PART II - OTHER INFORMATION 6
   
Item 1. Legal Proceedings 6
     
Item 1A. Risk Factors 6
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 6
     
Item 3. Defaults Upon Senior Securities 6
     
Item 4. Mine Safety Disclosures 6
     
Item 5. Other Information 6
     
Item 6. Exhibits 6
     
Signatures 7

 

i

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

REMSLEEP HOLDINGS, INC.

 

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

 

1

 

 

REMSLEEP HOLDINGS, INC.
BALANCE SHEETS

 

   June 30,
2023
   December 31,
2022
 
ASSETS  (Unaudited)   (Audited) 
Current assets:        
Cash  $1,082,261   $1,841,988 
Accounts receivable   50,767    11,698 
Prepaid   15,000    
 
Inventory   935,966    1,056,007 
Total current assets   2,083,994    2,909,693 
           
Other asset   10,000    10,000 
Right of use asset   240,511    303,227 
Property and equipment, net   218,726    137,980 
           
Total Assets  $2,553,231   $3,360,900 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
           
Current Liabilities:          
Accounts payable  $14,021   $54,845 
Accrued compensation   54,000    52,000 
Accrued interest – related party   
    90,119 
Loan payable – related party   
    179,191 
Due to a related party   
    4,740 
Operating lease liability – current portion   104,010    93,241 
Total current liabilities   172,031    474,136 
Long Term Liabilities   
 
    
 
 
Operating lease liability – net of current portion   122,119    178,226 
Total Liabilities   294,150    652,362 
           
Commitments and Contingencies   
    
 
           
STOCKHOLDERS’ EQUITY (DEFICIT):          
           
Series A preferred stock, $0.001 par value, 5,000,000 shares authorized, 5,000,000 and issued and outstanding   5,000    5, 000 
Series B preferred stock, $0.001 par value, 5,000,000 shares authorized, 500,000 shares issued   500    500 
Series C preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued   
    
 
Common stock, $0.001 par value, 3,000,000,000 shares authorized, 1,461,616,601 shares issued and outstanding   1,461,615    1,461,615 
Discount to common stock   (94,708)   (94,708)
Additional paid in capital   13,751,052    13,751,052 
Accumulated Deficit   (12,864,378)   (12,414,921)
Total Stockholders’ Equity (Deficit)   2,259,081    2,708,538 
           
Total Liabilities and Stockholders’ Equity (Deficit)  $2,553,231   $3,360,900 

 

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

 

F-1

 

 

REMSLEEP HOLDINGS, INC.
STATEMENTS OF OPERATIONS

(Unaudited)

 

   For the Three Months Ended 
June 30,
   For the Six Months Ended
 June 30,
 
   2023   2022   2023   2022 
Revenue  $58,660   $119,670   $144,315   $119,670 
Cost of goods sold   50,062    89,760    123,638    89,760 
Gross margin  $8,598   $29,910   $20,677   $29,910 
                     
Operating Expenses:                    
Professional fees  $29,810   $59,965   $47,702   $85,965 
Compensation expense – related party   52,000    72,000    112,000    93,000 
Development expense   48,930    38,051    75,712    63,718 
Lease expense   23,195    29,864    69,499    29,864 
General and administrative   76,054    174,673    158,131    256,564 
                     
Total operating expenses   229,989    374,553    463,044    529,111 
                     
Loss from operations   (221,391)   (344,643)   (442,367)   (499,201)
                     
Other expense:                    
Interest expense   (1,807)   (52,430)   (7,090)   (226,078)
Loss on disposal of fixed assets   
    (28,264    
    (28,264 
Change in fair value of derivative   
    (14,955)   
    (3,048)
Total other expense   (1,807)   (95,649)   (7,090)   (257,390)
                     
Loss before income taxes   (223,198)   (440,292)   (449,457)   (756,591)
                     
Provision for income taxes   
    
         
 
                     
Net Loss  $(223,198)  $(440,292)  $(449,457)  $(756,591)
                     
Net loss per share, basic and diluted
  $(0.00)  $(0.00)  $(0.00)  $(0.00)
                     
Weighted average common shares outstanding, basic and diluted
   1,461,616,601    1,425,593,411    1,461,616,601    1,421,988,701 

 

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

 

F-2

 

 

REMSLEEP HOLDINGS, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(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, 2022   5,000,000   $5,000    500,000   $500    1,461,616,601   $1,461,615   $(94,708)  $13,751,052   $(12,414,921)  $2,708,538 
Net Loss       
        
        
    
    
    (226,259)   (226,259)
Balance, March 31, 2023   5,000,000    5,000    500,000    500    1,461,616,601    1,461,615    (94,708)   13,751,052    (12,641,180)   2,482,279 
Net Loss       
        
        
    
    
    (223,198)   (223,198)
Balance, June 30, 2023   5,000,000   $5,000    500,000   $500    1,461,616,601   $1,461,615   $(94,708)  $13,751,052   $(12,864,378)  $2,259,081 

 

   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)  $13,041,347   $(11,148,206)  $3,438,521 

 

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

 

F-3

 

  

REMSLEEP HOLDINGS, INC.
STATEMENTS OF CASH FLOWS

(Unaudited)

 

   For the Six Months Ended 
June 30,
 
   2023   2022 
Cash Flows from Operating Activities:        
Net loss  $(449,457)  $(756,591)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation expense   47,704    34,220 
Change in fair value of derivative   
    3,048 
Discount amortization   
    206,157 
Loss on disposal of fixed assets   
    28,264 
Operating lease expense   17,378    2,091 
Changes in Operating Assets and Liabilities:          
Accounts receivable   (39,069)   (6,870)
Prepaids and other assets   (15,000)   (70,656)
Inventory   120,041    (1,214,637)
Accounts payable   (40,824)   23,154 
Deferred lease liability   
    9,229 
Accrued compensation – related party   2,000    5,000 
Accrued interest   
    (13,521)
Accrued interest – related party   (90,119)   11,302 
Net cash used by operating activities   (447,346)   (1,739,810)
           
Cash Flows from Investing Activities:          
Purchase of property and equipment   (128,450)   (71,462)
Net cash used by investing activities   (128,450)   (71,462)
           
Cash Flows from Financing Activities:          
    Repayment of loans   
    (45,000)
Repayment of loans – related party   (183,931)   
 
Cash advance – related party   
    11,076 
Proceeds from sale of common stock   
    855,000 
Net cash (used) provided by financing activities   (183,931)   821,076 
           
Net change in cash   (759,727)   (990,196)
Cash at beginning of the period   1,841,988    3,383,568 
Cash at end of the period  $1,082,261   $2,393,372 
           
Supplemental cash flow information:          
Interest paid in cash  $
   $22,140 
Taxes paid  $
   $
 
           
Supplemental non-cash disclosure:          
Common stock issued for conversion of note payable principal and accrued interest  $
   $427,730 
Establish right of use asset  $
   $328,803 

 

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

 

F-4

 

 

REMSLEEP HOLDINGS, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
JUNE 30, 2023

 

NOTE 1 - BACKGROUND

 

Business Activity

 

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

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

These unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company’s 10-K for its fiscal year ended December 31, 2022. 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, 2023, and the results of its operations and cash flows for the six 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, 2023.

 

Use of Estimates

 

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

 

Concentrations of Credit Risk

 

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). As of June 30, 2023, the Company had $832,261 of cash above the FDIC’s $250,000 coverage limit.

 

Cash equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended June 30, 2023 and December 31, 2022.

 

Property and Equipment

 

Fixed assets are carried at the lower of cost or net realizable value. All fixed assets with a cost of $2,000 or greater are capitalized. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Leasehold improvements are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations.

 

F-5

 

 

Basic and Diluted Earnings Per Share

 

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. Diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.

 

As of June 30, 2023, the Company had approximately 15,000,000 potentially dilutive shares from Series A preferred stock and 50,000,000 from Series B preferred stock.

 

As of June 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.

 

Stock-based Compensation

 

In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods.

 

Fair Value of Financial Instruments

 

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

 

  Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
     
  Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
     
  Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.

 

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

 

F-6

 

 

Revenue Recognition

 

The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;
     
  Identification of the performance obligations in the contract;
     
  Determination of the transaction price;
     
  Allocation of the transaction price to the performance obligations in the contract; and
     
  Recognition of revenue when or as the performance obligations are satisfied.

 

All orders are received online at which time payment is made. When payment is approved the product is shipped. When the product ships control of the promised goods is transferred to the customers and the revenue is recognized. 

 

Warranties

 

The Company is currently selling its ResPlus Auto CPAP Machine (“ResPlus”). The ResPlus is imported by the Company and sold primarily to Durable Medical Equipment companies to patients with sleep apnea. The manufacturer warranties the unit for 2 years parts and labor. During the last twelve months the Company has received back eight units for warranty repair, out of approximately 1,000 units sold. As of June 30, 2023, there is no accrual for warranty expense due to the low cost of replacement to date. If returns are to increase, management will determine if it needs to account for the cost of returns and establish a warranty accrual.

 

Accounts Receivable

 

Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value when needed. As of June 30, 2023, management has determined that an allowance for doubtful account is not required as all amounts are considered to be collectible.

 

Inventories

 

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

 

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.

 

F-7

 

 

NOTE 3 - GOING CONCERN

 

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $12,864,378 at June 30, 2023, had a net loss of $449,457 and net cash used in operating activities of $447,346 for the six months ended June 30, 2023. The Company’s ability to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors over the next twelve months raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

 

The Company has completed its initial product development and has begun selling its product in Q2 of 2022. In addition, the Company has been in the process of obtaining its 510k for its DeltaWave product. FDA approval is expected by the fourth quarter of 2023. The Company will continue to finance its operations through debt and/or equity financing as needed.

 

The industry in which we operate depends heavily upon our ability to obtain raw materials and manufacture our product as well as the overall level of consumer and business spending. We currently use only one supplier for most of our products. 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.

 

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

 

   June 30,
2023
   December 31,
2022
 
Furniture/fixtures  $39,746   $39,746 
Office equipment   43,780    43,780 
Automobile   29,905    29,905 
Tooling/Molds   214,454    86,005 
Less: accumulated depreciation   (109,159)   (61,456)
Fixed assets, net  $218,726   $137,980 

 

Depreciation expense

 

Depreciation expense for the six months ended June 30, 2023 and 2022 was $47,704 and $34,220, respectively.

 

F-8

 

 

NOTE 5 - RELATED PARTY TRANSACTIONS

 

The Company has received support from its Chairman, Russell Bird through a series of loans prior to 2019 for a total loan of $179,191. The loan is unsecured and due on demand. During the three months ended March 31, 2023, the Company repaid $100,000 of the loan. On June 14, 2023, the company repaid $79,191 and $97,209 of principal and interest, respectively, paying the loan back in full. As of June 30, 2023 and December 31, 2022, the balance due is $0 and $179,191, respectively. Beginning on January 1, 2019, the balance due accrues interest at 12.5%. As of June 30, 2023 and December 31, 2022, total accrued interest is $0 and $90,119, respectively.

 

The Company executed a new employment agreement with Mr. Wood on April 1, 2022. Per the terms of the agreement Mr. Wood is to be compensated $8,000 per month. As of June 30, 2023 and December 31, 2022, there is $8,000 and $2,000 of accrued compensation, respectively, due to Mr. Wood. During the six months ended June 30, 2023 and 2022, cash payments of $42,000 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 June 30, 2023 and December 31, 2022, there is $46,000 and $50,000 of accrued compensation, respectively, due to Mr. Bird. During the six months ended June 30, 2023 and 2022, cash payments of $44,000 and $28,000, respectively, were paid to Mr. Bird. Effective June 1, 2023, Mr. Bird resigned from all positions with the Company.

 

The Company has entered into an at-will consulting agreement with Jonathan Lane to serve as Chief Technology Officer. During the six months ended June 30, 2023 and 2022, the Company made cash payments to Mr. Lane of $24,000 and $14,000, respectively.

  

During the six months ended June 30, 2023 and 2022, the Company paid $13,000 and $7,500, respectively, to the brother of the CEO for services related to development of the Company’s product.

 

During the six months ended June 30, 2023 and 2022, the Company paid $0 and $4,000, respectively, to the son of the CEO for website design services.

 

NOTE 6 - OPERATING LEASES

 

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

 

In February 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-02, Leases (Topic 842), which superseded guidance in ASC 840, Leases. We account for short-term leases, those lasting fewer than 12 months, using the practical expedient as outlined in the guidance, which does not include recording such leases on the balance sheet.

 

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

 

Asset  Balance Sheet Classification  June 30,
2023
 
Operating lease asset  Right of use asset  $240,511 
Total lease asset     $240,511 
         
Liability        
Operating lease liability – current portion  Current operating lease liability  $104,010 
Operating lease liability – noncurrent portion  Long-term operating lease liability   122,119 
Total lease liability     $226,129 

 

Lease obligations at June 30, 2023 consisted of the following:

 

For the year ended December 31:    
2023  $56,895 
2024   134,438 
2025   49,151 
Total payments  $264,549 
Amount representing interest  $(14,355)
Lease obligation, net   226,129 
Less current portion   (104,010)
Lease obligation – long term  $122,119 

 

F-9

 

 

The operating lease expense for the above agreement for the six months ended June 30, 2023, was $69,500 which consisted of amortization expense of $43,613, $18,298 of prepaid rent and interest expense of $7,589. 

 

During the six months ended June 30, 2023, the Company also incurred $11,095 of rent expense for an apartment used by Company personnel. The apartment is a monthly, short-term rental.

 

NOTE 7 - 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 8 - WARRANTS

 

   Number of
Warrants
   Weighted
Average
Exercise
Price
   Weighted
Average
Remaining
Contract
Term
   Aggregate
Intrinsic
Value
 
Exercisable at December 31, 2021   226,500,000   $0.0013    3.78   $
 
Granted (1)   6,000,000   $
    
   $
 
Expired   
   $
    
   $
 
Exercised   (60,000,000)  $
    
   $
 
Exercisable at December 31, 2022   172,500,000   $0.0104    3.14   $1,665,500 
Granted   
   $
    
   $
 
Expired   
   $
    
   $
 
Cancelled   
   $
    
   $
 
Exercisable at June 30, 2023 (2)   172,500,000   $
    
   $
 

 

(1)The outstanding warrants include an anti-dilutive clause requiring adjustment to the exercise price 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 fair value of any additional warrants is recognized as a deemed dividend.

 

(2)The Company received a Settlement and Mutual Release Agreement, effective July 6, 2023, from Granite Global Value Investments Ltd, that cancels all remaining warrants with the Company.

 

NOTE 9 - 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. The company has engaged a new testing company appropriately suited for the Company’s specific testing requirements.  Testing is expected to be completed in the third quarter.  The 510K will be submitted immediately after testing is completed.

 

NOTE 10 - SUBSEQUENT EVENTS

 

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

 

F-10

 

 

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

 

Forward-looking Statements

 

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

 

Overview

 

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

 

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

 

  Does not disrupt normal breathing mechanics;
     
  Is not claustrophobic;
     
  Causes zero work of breathing (WOB);
     
  Minimizes or eliminates drying of the sinuses;
     
  Uses less driving pressure; and
     
  Allows users to feel safe and secure while sleeping.

 

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

 

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

 

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

 

2

 

 

Results of Operations

 

The three months ended June 30, 2023 compared to the three months ended June 30, 2022

 

Revenues

 

We recognized revenue and cost of goods for our CPAP machines of $58,660 and $50,062, respectively for the three months ended June 30, 2023 and $119,670 and $89,760, respectively for the three months ended June 30, 2022.

 

Operating Expenses

 

Professional fees were $29,810 and $59,965 for the three months ended June 30, 2023 and 2022, respectively, a decrease of $30,155, or 50.3%. Professional fees consist mostly of accounting, audit and legal fees. The decrease is attributed to a decrease in legal fees.

 

Development expenses related to our CPAP systems was $48,930 and $38,051 for the three months ended June 30, 2023 and 2022, respectively, an increase of $10,879 or 28.6%. We incur development expenses as we continue to work to bring new products to market.

 

Compensation expenses were $52,000 and $72,000 for the three months ended June 30, 2023 and 2022, respectively, a decrease of $20,000 or 27.8%. On April 1, 2022, compensation expense for our CEO and Chairman increased and effective June 1, 2023, Mr. Bird resigned from all positions with the Company.

 

Lease expenses were $23,195 and $29,864 for the three months ended June 30, 2023 and 2022, 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 expenses (“G&A”) were $76,054 and $174,673 for the three months June 30, 2023 and 2022, respectively, a decrease of $98,619 or 56.5%. In the current period we had decreases in travel expense of approximately $14,300, employee expense of approximately $20,000, rent expense of $12,250, 510K expense of $14,300 and other office/G&A of approximately $40,000.

 

Our loss from operations decreased $144,564 to $221,391 in the current period from $344,643 in the prior period.

 

Other Expenses

 

The total other expense for the three months ended June 30, 2023, was $1,807 for interest expense. Total other expense for the three months ended June 30, 2022, was $95,649. Other expenses included a loss in the change of fair value of $14,955, loss on disposal of fixed assets of $28,264and interest expense of $52,430 (includes $46,744 amortization of debt discount).

 

Net Loss

 

For the three months ended June 30, 2023, we had a net loss of $223,198 as compared to a net loss of $440,292 for the three months ended June 30, 2022. Our net loss decreased due to the decrease in other expense, which, in the prior period consisted mostly of non-cash expense related to our convertible debt and to the decrease of G&A expense, during the current period.

 

The six months ended June 30, 2023 compared to the six months ended June 30, 2022

 

Revenues

 

We recognized revenue and cost of goods CPAP machines of $144,315 and $119,670, respectively for the six months ended June 30, 2023 and $119,670 and $89,760, respectively for the six months ended June 30, 2022.

 

3

 

 

Operating Expenses

 

Professional fees were $47,702 and $85,965 for the six months ended June 30, 2023 and 2022, respectively, a decrease of $38,263 or 44.5%. Professional fees consist mostly of accounting, audit and legal fees. The decrease is attributed to a decrease in legal fees.

 

Development expenses related to our CPAP systems was $75,712 and $63,718 for the six months ended June 30, 2023 and 2022, respectively, an increase of $11,994 or 18.8%. We incur development expenses as we continue to work to bring new products to the market.

 

Compensation expenses were $112,000 and $93,000 for the six months ended June 30, 2023 and 2022, respectively, a decrease of $19,000 or 20.4%. On April 1, 2022, compensation expense for our CEO and Chairman increased and effective June 1, 2023, Mr. Bird resigned from all positions with the Company.

 

Lease expenses were $69,500 and $29,864 for the six months ended June 30, 2023 and 2022, 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 expenses (“G&A”) were $158,131 and $256,564 for the six months June 30, 2023 and 2022, respectively, a decrease of $98,433 or 38.4%. In the current period we had decreases in travel expense of approximately $18,700, employee expense of approximately $16,000, web design of $17,300, 510K expense of $15,800 and other office/G&A of approximately $50,000.

 

Our loss from operations decreased $56,834 to $442,637 in the current period from $499,201 in the prior period.

 

Other Expenses

 

The total other expense for the six months ended June 30, 2023, was $7,090 for interest expense. Total other expense for the six months ended June 30, 2022, was $257,390. Other expenses included a loss in the change of fair value of $3,048, loss on disposal of fixed assets of $28,264 and interest expense of $226,078 (includes $206,157 amortization of debt discount).

 

Net Loss

 

For the six months ended June 30, 2023, we had a net loss of $449,457 as compared to a net loss of $756,591 for the six months ended June 30, 2022. Our net loss decreased due to the decrease in other expenses, which, in the prior period consisted mostly of non-cash expenses related to our convertible debt and to the decrease of G&A expense, during the current period.

 

Liquidity and Capital Resources

 

Cash flow from operations

 

Cash used in operating activities for the six months ended June 30, 2023, was $447,346 compared to $1,739,810 of cash used in operating activities for the six months ended June 30, 2022. In the prior period we used approximately $1.2mil for the purchase of inventory.

 

Cash Flows from Investing

 

Cash used in investing activities for the purchase of equipment and tooling for the six months ended June 30, 2023 was $128,450 as compared to $71,462 of cash used in investing activities for the six months ended June 30, 2022.

 

Cash Flows from Financing

 

For the six months ended June 30, 2023, we repaid $183,931 of the loan payable due to our chairman. For the six months ended June 30, 2022, we repaid $45,000 of a loan payable and $11,076 of a short-term cash advance from a related party for the payment of expenses. We also received $855,000 from the sale of common stock.

 

As of June 30, 2023, we have current assets of $2,083,994, which includes $1,082,261 of cash and $935,966 of inventory.

 

4

 

 

Going Concern

 

As of June 30, 2023, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow from revenue to fund our proposed business.

 

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

 

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

 

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 six months ended June 30, 2023, for a condensed discussion of our critical accounting policies and our Form 10-K for the year ended December 31, 2022, 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 June 30, 2023 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.

  

5

 

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None

 

ITEM 1A. RISK FACTORS

 

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

 

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

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable

 

ITEM 5. OTHER INFORMATION

 

None

 

ITEM 6. EXHIBITS

 

(a) Documents furnished as exhibits hereto:

 

Exhibit No.   Description
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).

 

6

 

 

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: August 18, 2023 By: /s/ Thomas J. Wood
    Thomas J. Wood
    Chief Executive Officer and Director
(Principal Executive Officer)
(Principal Financial and Accounting Officer)

 

 

7

 

 

5000 0.00 0.00 0.00 0.00 1421988701 1425593411 1461616601 1461616601 false --12-31 Q2 0001412126 NONE 0001412126 2023-01-01 2023-06-30 0001412126 2023-08-16 0001412126 2023-06-30 0001412126 2022-12-31 0001412126 us-gaap:SeriesAPreferredStockMember 2023-06-30 0001412126 us-gaap:SeriesAPreferredStockMember 2022-12-31 0001412126 us-gaap:SeriesBPreferredStockMember 2023-06-30 0001412126 us-gaap:SeriesBPreferredStockMember 2022-12-31 0001412126 us-gaap:SeriesCPreferredStockMember 2023-06-30 0001412126 us-gaap:SeriesCPreferredStockMember 2022-12-31 0001412126 2023-04-01 2023-06-30 0001412126 2022-04-01 2022-06-30 0001412126 2022-01-01 2022-06-30 0001412126 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2022-12-31 0001412126 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2022-12-31 0001412126 us-gaap:CommonStockMember 2022-12-31 0001412126 rmsl:DiscountToCommonStockMember 2022-12-31 0001412126 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001412126 us-gaap:RetainedEarningsMember 2022-12-31 0001412126 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2023-01-01 2023-03-31 0001412126 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2023-01-01 2023-03-31 0001412126 us-gaap:CommonStockMember 2023-01-01 2023-03-31 0001412126 rmsl:DiscountToCommonStockMember 2023-01-01 2023-03-31 0001412126 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-03-31 0001412126 us-gaap:RetainedEarningsMember 2023-01-01 2023-03-31 0001412126 2023-01-01 2023-03-31 0001412126 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2023-03-31 0001412126 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2023-03-31 0001412126 us-gaap:CommonStockMember 2023-03-31 0001412126 rmsl:DiscountToCommonStockMember 2023-03-31 0001412126 us-gaap:AdditionalPaidInCapitalMember 2023-03-31 0001412126 us-gaap:RetainedEarningsMember 2023-03-31 0001412126 2023-03-31 0001412126 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2023-04-01 2023-06-30 0001412126 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2023-04-01 2023-06-30 0001412126 us-gaap:CommonStockMember 2023-04-01 2023-06-30 0001412126 rmsl:DiscountToCommonStockMember 2023-04-01 2023-06-30 0001412126 us-gaap:AdditionalPaidInCapitalMember 2023-04-01 2023-06-30 0001412126 us-gaap:RetainedEarningsMember 2023-04-01 2023-06-30 0001412126 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2023-06-30 0001412126 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2023-06-30 0001412126 us-gaap:CommonStockMember 2023-06-30 0001412126 rmsl:DiscountToCommonStockMember 2023-06-30 0001412126 us-gaap:AdditionalPaidInCapitalMember 2023-06-30 0001412126 us-gaap:RetainedEarningsMember 2023-06-30 0001412126 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2021-12-31 0001412126 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2021-12-31 0001412126 us-gaap:CommonStockMember 2021-12-31 0001412126 rmsl:DiscountToCommonStockMember 2021-12-31 0001412126 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001412126 us-gaap:RetainedEarningsMember 2021-12-31 0001412126 2021-12-31 0001412126 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2022-01-01 2022-03-31 0001412126 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2022-01-01 2022-03-31 0001412126 us-gaap:CommonStockMember 2022-01-01 2022-03-31 0001412126 rmsl:DiscountToCommonStockMember 2022-01-01 2022-03-31 0001412126 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-03-31 0001412126 us-gaap:RetainedEarningsMember 2022-01-01 2022-03-31 0001412126 2022-01-01 2022-03-31 0001412126 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2022-03-31 0001412126 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2022-03-31 0001412126 us-gaap:CommonStockMember 2022-03-31 0001412126 rmsl:DiscountToCommonStockMember 2022-03-31 0001412126 us-gaap:AdditionalPaidInCapitalMember 2022-03-31 0001412126 us-gaap:RetainedEarningsMember 2022-03-31 0001412126 2022-03-31 0001412126 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2022-04-01 2022-06-30 0001412126 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2022-04-01 2022-06-30 0001412126 us-gaap:CommonStockMember 2022-04-01 2022-06-30 0001412126 rmsl:DiscountToCommonStockMember 2022-04-01 2022-06-30 0001412126 us-gaap:AdditionalPaidInCapitalMember 2022-04-01 2022-06-30 0001412126 us-gaap:RetainedEarningsMember 2022-04-01 2022-06-30 0001412126 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2022-06-30 0001412126 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2022-06-30 0001412126 us-gaap:CommonStockMember 2022-06-30 0001412126 rmsl:DiscountToCommonStockMember 2022-06-30 0001412126 us-gaap:AdditionalPaidInCapitalMember 2022-06-30 0001412126 us-gaap:RetainedEarningsMember 2022-06-30 0001412126 2022-06-30 0001412126 us-gaap:SeriesAPreferredStockMember 2023-01-01 2023-06-30 0001412126 us-gaap:SeriesAPreferredStockMember 2022-06-30 0001412126 us-gaap:SeriesBPreferredStockMember 2022-06-30 0001412126 srt:MinimumMember 2023-01-01 2023-06-30 0001412126 srt:MaximumMember 2023-01-01 2023-06-30 0001412126 2023-07-01 2023-07-14 0001412126 2019-01-01 2019-01-01 0001412126 rmsl:MrWoodMember 2023-01-01 2023-06-30 0001412126 rmsl:MrWoodMember 2023-06-30 0001412126 rmsl:MrWoodMember 2022-12-31 0001412126 rmsl:MrWoodMember 2022-01-01 2022-06-30 0001412126 rmsl:MrBirdMember 2023-01-01 2023-06-30 0001412126 rmsl:MrBirdMember 2023-06-30 0001412126 rmsl:MrBirdMember 2022-12-31 0001412126 rmsl:MrBirdMember 2022-01-01 2022-06-30 0001412126 rmsl:MrLaneMember 2023-01-01 2023-06-30 0001412126 rmsl:MrLaneMember 2022-01-01 2022-06-30 0001412126 us-gaap:TechnologyServiceMember 2023-06-30 0001412126 us-gaap:TechnologyServiceMember 2022-06-30 0001412126 us-gaap:TechnologyServiceMember srt:ChiefExecutiveOfficerMember 2023-06-30 0001412126 us-gaap:TechnologyServiceMember srt:ChiefExecutiveOfficerMember 2022-06-30 0001412126 2022-05-01 0001412126 us-gaap:SeriesCPreferredStockMember 2023-01-01 2023-06-30 0001412126 us-gaap:SeriesBPreferredStockMember 2023-01-01 2023-06-30 0001412126 2022-01-01 2022-12-31 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure

Exhibit 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Thomas J. Wood, certify that:

 

1.I have reviewed this Form 10-Q for the quarter ended June 30, 2023, of REMSleep Holdings, Inc.:

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.As the registrant’s sole certifying officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

 

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.As the registrant’s sole certifying officer I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: August 18, 2023  
   
/s/ Thomas J. Wood  
Thomas J. Wood  

Chief Executive Officer, Chief Financial Officer,

and Director

 

(Principal Executive Officer) (Principal Financial

and Accounting Officer)

 

  

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES—OXLEY ACT OF 2002

 

In connection with the Quarterly Report of REMSleep Holdings, Inc. on Form 10-Q for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Thomas J. Wood, Chief Executive Officer and Chief Financial Officer of REMSleep Holdings, Inc., certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

the quarterly report on Form 10-Q of the Company for the quarter ended June 30, 2023, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: August 18, 2023  
     
By: /s/ Thomas J. Wood  
  Thomas J. Wood  
 

Chief Executive Officer and

Chief Financial Officer

 
 

(Principal Executive Officer)

(Principal Financial and Accounting Officer)

 

 

v3.23.2
Document And Entity Information - shares
6 Months Ended
Jun. 30, 2023
Aug. 16, 2023
Document Information Line Items    
Entity Registrant Name REMSLEEP HOLDINGS, INC.  
Trading Symbol RMSL  
Document Type 10-Q  
Current Fiscal Year End Date --12-31  
Entity Common Stock, Shares Outstanding   1,461,616,601
Amendment Flag false  
Entity Central Index Key 0001412126  
Entity Current Reporting Status Yes  
Entity Filer Category Non-accelerated Filer  
Document Period End Date Jun. 30, 2023  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q2  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 000-53450  
Entity Incorporation, State or Country Code NV  
Entity Tax Identification Number 47-5386867  
Entity Address, Address Line One 14175 Icot Boulevard  
Entity Address, Address Line Two Suite 300  
Entity Address, City or Town Clearwater  
Entity Address, State or Province FL  
Entity Address, Postal Zip Code 33760  
City Area Code 813  
Local Phone Number 813-367-3855  
Entity Interactive Data Current Yes  
Title of 12(b) Security Common  
Security Exchange Name NONE  
v3.23.2
Balance Sheets - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Current assets:    
Cash $ 1,082,261 $ 1,841,988
Accounts receivable 50,767 11,698
Prepaid 15,000
Inventory 935,966 1,056,007
Total current assets 2,083,994 2,909,693
Other asset 10,000 10,000
Right of use asset 240,511 303,227
Property and equipment, net 218,726 137,980
Total Assets 2,553,231 3,360,900
Current Liabilities:    
Accounts payable 14,021 54,845
Accrued compensation 54,000 52,000
Accrued interest – related party 90,119
Loan payable – related party 179,191
Due to a related party 4,740
Operating lease liability – current portion 104,010 93,241
Total current liabilities 172,031 474,136
Long Term Liabilities
Operating lease liability – net of current portion 122,119 178,226
Total Liabilities 294,150 652,362
Commitments and Contingencies
STOCKHOLDERS’ EQUITY (DEFICIT):    
Series A preferred stock, $0.001 par value, 5,000,000 shares authorized, 5,000,000 and issued and outstanding 5,000 5,000
Series B preferred stock, $0.001 par value, 5,000,000 shares authorized, 500,000 shares issued 500 500
Series C preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued
Common stock, $0.001 par value, 3,000,000,000 shares authorized, 1,461,616,601 shares issued and outstanding 1,461,615 1,461,615
Discount to common stock (94,708) (94,708)
Additional paid in capital 13,751,052 13,751,052
Accumulated Deficit (12,864,378) (12,414,921)
Total Stockholders’ Equity (Deficit) 2,259,081 2,708,538
Total Liabilities and Stockholders’ Equity (Deficit) $ 2,553,231 $ 3,360,900
v3.23.2
Balance Sheets (Parentheticals) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
Common stock, par value (in Dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized 3,000,000,000 3,000,000,000
Common stock, shares issued 1,461,616,601 1,461,616,601
Common stock, shares outstanding 1,461,616,601 1,461,616,601
Series A Preferred Stock    
Preferred stock, par value (in Dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized 5,000,000 5,000,000
Preferred stock, shares issued 5,000,000 5,000,000
Preferred stock, shares outstanding 5,000,000 5,000,000
Series B Preferred Stock    
Preferred stock, par value (in Dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized 5,000,000 5,000,000
Preferred stock, shares issued 500,000 500,000
Series C Preferred Stock    
Preferred stock, par value (in Dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized 5,000,000 5,000,000
Preferred stock, shares issued
v3.23.2
Statements of Operations (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]        
Revenue $ 58,660 $ 119,670 $ 144,315 $ 119,670
Cost of goods sold 50,062 89,760 123,638 89,760
Gross margin 8,598 29,910 20,677 29,910
Operating Expenses:        
Professional fees 29,810 59,965 47,702 85,965
Compensation expense – related party 52,000 72,000 112,000 93,000
Development expense 48,930 38,051 75,712 63,718
Lease expense 23,195 29,864 69,499 29,864
General and administrative 76,054 174,673 158,131 256,564
Total operating expenses 229,989 374,553 463,044 529,111
Loss from operations (221,391) (344,643) (442,367) (499,201)
Other expense:        
Interest expense (1,807) (52,430) (7,090) (226,078)
Loss on disposal of fixed assets 28,264 28,264
Change in fair value of derivative (14,955) (3,048)
Total other expense (1,807) (95,649) (7,090) (257,390)
Loss before income taxes (223,198) (440,292) (449,457) (756,591)
Provision for income taxes  
Net Loss $ (223,198) $ (440,292) $ (449,457) $ (756,591)
Net loss per share, basic (in Dollars per share) $ 0 $ 0 $ 0 $ 0
Weighted average common shares outstanding, basic (in Shares) 1,461,616,601 1,425,593,411 1,461,616,601 1,421,988,701
v3.23.2
Statements of Operations (Unaudited) (Parentheticals) - $ / shares
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]        
Net loss per share, diluted (in Dollars per share) $ 0.00 $ 0.00 $ 0.00 $ 0.00
Weighted average common shares outstanding, diluted (in Shares) 1,461,616,601 1,425,593,411 1,461,616,601 1,421,988,701
v3.23.2
Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($)
Series A
Preferred Stock
Series B
Preferred Stock
Common Stock
Discount to Common Stock
Additional Paid-in Capital
Accumulated Deficit
Total
Balance at Dec. 31, 2021 $ 5,000 $ 500 $ 1,234,006 $ (94,708) $ 11,865,439 $ (10,391,615) $ 2,618,622
Balance (in Shares) at Dec. 31, 2021 5,000,000 500,000 1,234,008,735        
Common stock issued for conversion of debt $ 34,801 505,036 539,837
Common stock issued for conversion of debt (in Shares)   34,799,374        
Common stock issued for cash $ 114,000 741,000 855,000
Common stock issued for cash (in Shares)   114,000,000        
Warrants converted to common stock $ 70,128 70,128
Warrants converted to common stock (in Shares)   70,128,204        
Net Loss (316,299) (316,299)
Balance at Mar. 31, 2022 $ 5,000 $ 500 $ 1,452,935 (94,708) 13,041,347 (10,707,914) 3,697,160
Balance (in Shares) at Mar. 31, 2022 5,000,000 500,000 1,452,936,313        
Common stock issued for conversion of debt $ 8,680 172,973 181,653
Common stock issued for conversion of debt (in Shares)     8,680,288        
Net Loss (440,292) (440,292)
Balance at Jun. 30, 2022 $ 5,000 $ 500 $ 1,461,615 (94,708) 13,041,347 (11,148,206) 3,438,521
Balance (in Shares) at Jun. 30, 2022 5,000,000 500,000 1,461,616,601        
Balance at Dec. 31, 2022 $ 5,000 $ 500 $ 1,461,615 (94,708) 13,751,052 (12,414,921) 2,708,538
Balance (in Shares) at Dec. 31, 2022 5,000,000 500,000 1,461,616,601        
Net Loss (226,259) (226,259)
Balance at Mar. 31, 2023 $ 5,000 $ 500 $ 1,461,615 (94,708) 13,751,052 (12,641,180) 2,482,279
Balance (in Shares) at Mar. 31, 2023 5,000,000 500,000 1,461,616,601        
Net Loss (223,198) (223,198)
Balance at Jun. 30, 2023 $ 5,000 $ 500 $ 1,461,615 $ (94,708) $ 13,751,052 $ (12,864,378) $ 2,259,081
Balance (in Shares) at Jun. 30, 2023 5,000,000 500,000 1,461,616,601        
v3.23.2
Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Cash Flows from Operating Activities:    
Net loss $ (449,457) $ (756,591)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation expense 47,704 34,220
Change in fair value of derivative 3,048
Discount amortization 206,157
Loss on disposal of fixed assets 28,264
Operating lease expense 17,378 2,091
Changes in Operating Assets and Liabilities:    
Accounts receivable (39,069) (6,870)
Prepaids and other assets (15,000) (70,656)
Inventory 120,041 (1,214,637)
Accounts payable (40,824) 23,154
Deferred lease liability 9,229
Accrued compensation – related party 2,000 5,000
Accrued interest (13,521)
Accrued interest – related party (90,119) 11,302
Net cash used by operating activities (447,346) (1,739,810)
Cash Flows from Investing Activities:    
Purchase of property and equipment (128,450) (71,462)
Net cash used by investing activities (128,450) (71,462)
Cash Flows from Financing Activities:    
Repayment of loans (45,000)
Repayment of loans – related party (183,931)
Cash advance – related party 11,076
Proceeds from sale of common stock 855,000
Net cash (used) provided by financing activities (183,931) 821,076
Net change in cash (759,727) (990,196)
Cash at beginning of the period 1,841,988 3,383,568
Cash at end of the period 1,082,261 2,393,372
Supplemental cash flow information:    
Interest paid in cash 22,140
Taxes paid
Supplemental non-cash disclosure:    
Common stock issued for conversion of note payable principal and accrued interest 427,730
Establish right of use asset $ 328,803
v3.23.2
Background
6 Months Ended
Jun. 30, 2023
Background [Abstract]  
BACKGROUND

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.

v3.23.2
Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2023
Summary of Significant Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

These unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company’s 10-K for its fiscal year ended December 31, 2022. 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, 2023, and the results of its operations and cash flows for the six 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, 2023.

 

Use of Estimates

 

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

 

Concentrations of Credit Risk

 

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). As of June 30, 2023, the Company had $832,261 of cash above the FDIC’s $250,000 coverage limit.

 

Cash equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended June 30, 2023 and December 31, 2022.

 

Property and Equipment

 

Fixed assets are carried at the lower of cost or net realizable value. All fixed assets with a cost of $2,000 or greater are capitalized. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Leasehold improvements are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations.

 

Basic and Diluted Earnings Per Share

 

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. Diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.

 

As of June 30, 2023, the Company had approximately 15,000,000 potentially dilutive shares from Series A preferred stock and 50,000,000 from Series B preferred stock.

 

As of June 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.

 

Stock-based Compensation

 

In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods.

 

Fair Value of Financial Instruments

 

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

 

  Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
     
  Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
     
  Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.

 

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

 

Revenue Recognition

 

The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;
     
  Identification of the performance obligations in the contract;
     
  Determination of the transaction price;
     
  Allocation of the transaction price to the performance obligations in the contract; and
     
  Recognition of revenue when or as the performance obligations are satisfied.

 

All orders are received online at which time payment is made. When payment is approved the product is shipped. When the product ships control of the promised goods is transferred to the customers and the revenue is recognized. 

 

Warranties

 

The Company is currently selling its ResPlus Auto CPAP Machine (“ResPlus”). The ResPlus is imported by the Company and sold primarily to Durable Medical Equipment companies to patients with sleep apnea. The manufacturer warranties the unit for 2 years parts and labor. During the last twelve months the Company has received back eight units for warranty repair, out of approximately 1,000 units sold. As of June 30, 2023, there is no accrual for warranty expense due to the low cost of replacement to date. If returns are to increase, management will determine if it needs to account for the cost of returns and establish a warranty accrual.

 

Accounts Receivable

 

Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value when needed. As of June 30, 2023, management has determined that an allowance for doubtful account is not required as all amounts are considered to be collectible.

 

Inventories

 

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

 

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.

v3.23.2
Going Concern
6 Months Ended
Jun. 30, 2023
Going Concern [Abstract]  
GOING CONCERN

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 $12,864,378 at June 30, 2023, had a net loss of $449,457 and net cash used in operating activities of $447,346 for the six months ended June 30, 2023. The Company’s ability to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors over the next twelve months raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

 

The Company has completed its initial product development and has begun selling its product in Q2 of 2022. In addition, the Company has been in the process of obtaining its 510k for its DeltaWave product. FDA approval is expected by the fourth quarter of 2023. The Company will continue to finance its operations through debt and/or equity financing as needed.

 

The industry in which we operate depends heavily upon our ability to obtain raw materials and manufacture our product as well as the overall level of consumer and business spending. We currently use only one supplier for most of our products. 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. 

v3.23.2
Property & Equipment
6 Months Ended
Jun. 30, 2023
Property & Equipment [Abstract]  
PROPERTY & EQUIPMENT

NOTE 4 - PROPERTY & EQUIPMENT

 

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

 

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

 

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

 

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

 

   June 30,
2023
   December 31,
2022
 
Furniture/fixtures  $39,746   $39,746 
Office equipment   43,780    43,780 
Automobile   29,905    29,905 
Tooling/Molds   214,454    86,005 
Less: accumulated depreciation   (109,159)   (61,456)
Fixed assets, net  $218,726   $137,980 

 

Depreciation expense

 

Depreciation expense for the six months ended June 30, 2023 and 2022 was $47,704 and $34,220, respectively.

F-8

v3.23.2
Related Party Transactions
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 5 - RELATED PARTY TRANSACTIONS

 

The Company has received support from its Chairman, Russell Bird through a series of loans prior to 2019 for a total loan of $179,191. The loan is unsecured and due on demand. During the three months ended March 31, 2023, the Company repaid $100,000 of the loan. On June 14, 2023, the company repaid $79,191 and $97,209 of principal and interest, respectively, paying the loan back in full. As of June 30, 2023 and December 31, 2022, the balance due is $0 and $179,191, respectively. Beginning on January 1, 2019, the balance due accrues interest at 12.5%. As of June 30, 2023 and December 31, 2022, total accrued interest is $0 and $90,119, respectively.

 

The Company executed a new employment agreement with Mr. Wood on April 1, 2022. Per the terms of the agreement Mr. Wood is to be compensated $8,000 per month. As of June 30, 2023 and December 31, 2022, there is $8,000 and $2,000 of accrued compensation, respectively, due to Mr. Wood. During the six months ended June 30, 2023 and 2022, cash payments of $42,000 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 June 30, 2023 and December 31, 2022, there is $46,000 and $50,000 of accrued compensation, respectively, due to Mr. Bird. During the six months ended June 30, 2023 and 2022, cash payments of $44,000 and $28,000, respectively, were paid to Mr. Bird. Effective June 1, 2023, Mr. Bird resigned from all positions with the Company.

 

The Company has entered into an at-will consulting agreement with Jonathan Lane to serve as Chief Technology Officer. During the six months ended June 30, 2023 and 2022, the Company made cash payments to Mr. Lane of $24,000 and $14,000, respectively.

  

During the six months ended June 30, 2023 and 2022, the Company paid $13,000 and $7,500, respectively, to the brother of the CEO for services related to development of the Company’s product.

 

During the six months ended June 30, 2023 and 2022, the Company paid $0 and $4,000, respectively, to the son of the CEO for website design services.

v3.23.2
Operating Leases
6 Months Ended
Jun. 30, 2023
Operating Leases [Abstract]  
OPERATING LEASES

NOTE 6 - OPERATING LEASES

 

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

 

In February 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-02, Leases (Topic 842), which superseded guidance in ASC 840, Leases. We account for short-term leases, those lasting fewer than 12 months, using the practical expedient as outlined in the guidance, which does not include recording such leases on the balance sheet.

 

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

 

Asset  Balance Sheet Classification  June 30,
2023
 
Operating lease asset  Right of use asset  $240,511 
Total lease asset     $240,511 
         
Liability        
Operating lease liability – current portion  Current operating lease liability  $104,010 
Operating lease liability – noncurrent portion  Long-term operating lease liability   122,119 
Total lease liability     $226,129 

 

Lease obligations at June 30, 2023 consisted of the following:

 

For the year ended December 31:    
2023  $56,895 
2024   134,438 
2025   49,151 
Total payments  $264,549 
Amount representing interest  $(14,355)
Lease obligation, net   226,129 
Less current portion   (104,010)
Lease obligation – long term  $122,119 

 

The operating lease expense for the above agreement for the six months ended June 30, 2023, was $69,500 which consisted of amortization expense of $43,613, $18,298 of prepaid rent and interest expense of $7,589. 

 

During the six months ended June 30, 2023, the Company also incurred $11,095 of rent expense for an apartment used by Company personnel. The apartment is a monthly, short-term rental.

v3.23.2
Preferred Stock
6 Months Ended
Jun. 30, 2023
Preferred Stock [Abstract]  
PREFERRED STOCK

NOTE 7 - 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.

v3.23.2
Warrants
6 Months Ended
Jun. 30, 2023
Warrants [Abstract]  
WARRANTS

NOTE 8 - WARRANTS

 

   Number of
Warrants
   Weighted
Average
Exercise
Price
   Weighted
Average
Remaining
Contract
Term
   Aggregate
Intrinsic
Value
 
Exercisable at December 31, 2021   226,500,000   $0.0013    3.78   $
 
Granted (1)   6,000,000   $
    
   $
 
Expired   
   $
    
   $
 
Exercised   (60,000,000)  $
    
   $
 
Exercisable at December 31, 2022   172,500,000   $0.0104    3.14   $1,665,500 
Granted   
   $
    
   $
 
Expired   
   $
    
   $
 
Cancelled   
   $
    
   $
 
Exercisable at June 30, 2023 (2)   172,500,000   $
    
   $
 

 

(1)The outstanding warrants include an anti-dilutive clause requiring adjustment to the exercise price 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 fair value of any additional warrants is recognized as a deemed dividend.

 

(2)The Company received a Settlement and Mutual Release Agreement, effective July 6, 2023, from Granite Global Value Investments Ltd, that cancels all remaining warrants with the Company.
v3.23.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 9 - 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. The company has engaged a new testing company appropriately suited for the Company’s specific testing requirements.  Testing is expected to be completed in the third quarter.  The 510K will be submitted immediately after testing is completed.

v3.23.2
Subsequent Events
6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 10 - SUBSEQUENT EVENTS

 

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

v3.23.2
Accounting Policies, by Policy (Policies)
6 Months Ended
Jun. 30, 2023
Summary of Significant Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

These unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company’s 10-K for its fiscal year ended December 31, 2022. 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, 2023, and the results of its operations and cash flows for the six 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, 2023.

Use of Estimates

Use of Estimates

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

Concentrations of Credit Risk

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). As of June 30, 2023, the Company had $832,261 of cash above the FDIC’s $250,000 coverage limit.

Cash equivalents

Cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended June 30, 2023 and December 31, 2022.

Property and Equipment

Property and Equipment

Fixed assets are carried at the lower of cost or net realizable value. All fixed assets with a cost of $2,000 or greater are capitalized. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Leasehold improvements are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations.

 

Basic and Diluted Earnings Per Share

Basic and Diluted Earnings Per Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. Diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.

As of June 30, 2023, the Company had approximately 15,000,000 potentially dilutive shares from Series A preferred stock and 50,000,000 from Series B preferred stock.

As of June 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.

Stock-based Compensation

Stock-based Compensation

In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods.

Fair Value of Financial Instruments

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.

 

Revenue Recognition

Revenue Recognition

The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:

  Identification of a contract with a customer;
     
  Identification of the performance obligations in the contract;
     
  Determination of the transaction price;
     
  Allocation of the transaction price to the performance obligations in the contract; and
     
  Recognition of revenue when or as the performance obligations are satisfied.

All orders are received online at which time payment is made. When payment is approved the product is shipped. When the product ships control of the promised goods is transferred to the customers and the revenue is recognized. 

Warranties

Warranties

The Company is currently selling its ResPlus Auto CPAP Machine (“ResPlus”). The ResPlus is imported by the Company and sold primarily to Durable Medical Equipment companies to patients with sleep apnea. The manufacturer warranties the unit for 2 years parts and labor. During the last twelve months the Company has received back eight units for warranty repair, out of approximately 1,000 units sold. As of June 30, 2023, there is no accrual for warranty expense due to the low cost of replacement to date. If returns are to increase, management will determine if it needs to account for the cost of returns and establish a warranty accrual.

Accounts Receivable

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. As of June 30, 2023, management has determined that an allowance for doubtful account is not required as all amounts are considered to be collectible.

Inventories

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.

Recently Adopted Accounting Pronouncements

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.

v3.23.2
Property & Equipment (Tables)
6 Months Ended
Jun. 30, 2023
Property & Equipment [Abstract]  
Schedule of Property and Equipment, Stated at Cost, Less Accumulated Depreciation Assets stated at cost, less accumulated depreciation consisted of the following:
   June 30,
2023
   December 31,
2022
 
Furniture/fixtures  $39,746   $39,746 
Office equipment   43,780    43,780 
Automobile   29,905    29,905 
Tooling/Molds   214,454    86,005 
Less: accumulated depreciation   (109,159)   (61,456)
Fixed assets, net  $218,726   $137,980 
v3.23.2
Operating Leases (Tables)
6 Months Ended
Jun. 30, 2023
Operating Leases [Abstract]  
Schedule of Right-of-Use (“ROU”) Assets and Operating Lease Liabilities 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  June 30,
2023
 
Operating lease asset  Right of use asset  $240,511 
Total lease asset     $240,511 
         
Liability        
Operating lease liability – current portion  Current operating lease liability  $104,010 
Operating lease liability – noncurrent portion  Long-term operating lease liability   122,119 
Total lease liability     $226,129 
Schedule of Lease Obligations Lease obligations at June 30, 2023 consisted of the following:
For the year ended December 31:    
2023  $56,895 
2024   134,438 
2025   49,151 
Total payments  $264,549 
Amount representing interest  $(14,355)
Lease obligation, net   226,129 
Less current portion   (104,010)
Lease obligation – long term  $122,119 

 

v3.23.2
Warrants (Tables)
6 Months Ended
Jun. 30, 2023
Warrants [Abstract]  
Schedule of Outstanding Stock Warrants
   Number of
Warrants
   Weighted
Average
Exercise
Price
   Weighted
Average
Remaining
Contract
Term
   Aggregate
Intrinsic
Value
 
Exercisable at December 31, 2021   226,500,000   $0.0013    3.78   $
 
Granted (1)   6,000,000   $
    
   $
 
Expired   
   $
    
   $
 
Exercised   (60,000,000)  $
    
   $
 
Exercisable at December 31, 2022   172,500,000   $0.0104    3.14   $1,665,500 
Granted   
   $
    
   $
 
Expired   
   $
    
   $
 
Cancelled   
   $
    
   $
 
Exercisable at June 30, 2023 (2)   172,500,000   $
    
   $
 
(1)The outstanding warrants include an anti-dilutive clause requiring adjustment to the exercise price 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 fair value of any additional warrants is recognized as a deemed dividend.
(2)The Company received a Settlement and Mutual Release Agreement, effective July 6, 2023, from Granite Global Value Investments Ltd, that cancels all remaining warrants with the Company.
v3.23.2
Summary of Significant Accounting Policies (Details)
6 Months Ended
Jun. 30, 2023
USD ($)
shares
Jun. 30, 2022
shares
Summary of Significant Accounting Policies (Details) [Line Items]    
Cash (in Dollars) | $ $ 832,261  
Federal depository insurance coverage limit (in Dollars) | $ 250,000  
Fixed assets Cost (in Dollars) | $ $ 2,000  
Dilutive shares of common stock warrants   139,714,286
Warrants term 2 years  
Total number of units sold 1,000  
Series A Preferred Stock [Member]    
Summary of Significant Accounting Policies (Details) [Line Items]    
Dilutive shares 15,000,000  
Common stock warrants   5,000,000
Series B Preferred Stock [Member]    
Summary of Significant Accounting Policies (Details) [Line Items]    
Common stock warrants 50,000,000 50,000,000