Form 10-Q - Quarterly report [Sections 13 or 15(d)]

 

 

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

 

 

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)

 

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

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

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

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

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

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

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

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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

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

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.

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

Going Concern (Details)	6 Months Ended
	Jun. 30, 2023 USD ($)
Going Concern [Abstract]
Accumulated deficit	$ 12,864,378
Net loss	449,457
Net cash used in operating activities	$ 447,346

Property & Equipment (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Property & Equipment (Details) [Line Items]
Depreciation expense	$ 47,704	$ 34,220
Minimum [Member]
Property & Equipment (Details) [Line Items]
Estimated useful lives	3 years
Maximum [Member]
Property & Equipment (Details) [Line Items]
Estimated useful lives	5 years

Property & Equipment (Details) - Schedule of Property and Equipment, Stated at Cost, Less Accumulated Depreciation - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Schedule of Property and Equipment, Stated at Cost, Less Accumulated Depreciation [Abstract]
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

Related Party Transactions (Details) - USD ($)			3 Months Ended	6 Months Ended
	Jul. 14, 2023	Jan. 01, 2019	Mar. 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Related Party Transactions (Details) [Line Items]
Total loan				$ 179,191
Repaid loan amount			$ 100,000
Principal amount	$ 79,191
Interest amount	$ 97,209
Balance due loans				0		$ 179,191
Balance due accrues interest		12.50%
Total accrued interest				$ 0		90,119
Agreement term				1 year
Technology Service [Member]
Related Party Transactions (Details) [Line Items]
Company paid				$ 13,000	$ 7,500
Mr. Wood [Member]
Related Party Transactions (Details) [Line Items]
Compensated per month				8,000
Accrued compensation				8,000		2,000
Cash payments				42,000	36,000
Mr. Bird [Member]
Related Party Transactions (Details) [Line Items]
Compensated per month				8,000
Accrued compensation				46,000		$ 50,000
Cash payments				44,000	28,000
Mr. Lane [Member]
Related Party Transactions (Details) [Line Items]
Cash payment				24,000	14,000
Chief Executive Officer [Member] | Technology Service [Member]
Related Party Transactions (Details) [Line Items]
Company paid				$ 0	$ 4,000

Operating Leases (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	May 01, 2022
Operating Leases [Abstract]
Description of lease agreement	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.
Monthly base rent first twelve months	$ 8,686.71
Monthly base rent next twelve months	9,034.17
Monthly base rent last twelve months	12,287.63
Advanced rent	69,494
Operating lease liabilities		$ 328,803
Operating lease expense	69,500
Amortization expense	43,613
Prepaid rent	18,298
Interest expense	7,589
Rent expense	$ 11,095

Operating Leases (Details) - Schedule of Right-of-Use (“ROU”) Assets and Operating Lease Liabilities	6 Months Ended
	Jun. 30, 2023 USD ($)
Schedule of Right of Use ROU Assets and Operating Lease Liabilities [Abstract]
Operating lease asset, Balance Sheet Classification	Right of use asset
Operating lease asset	$ 240,511
Total lease asset	$ 240,511
Operating lease liability – current portion, Balance Sheet Classification	Current operating lease liability
Operating lease liability – current portion	$ 104,010
Operating lease liability – noncurrent portion, Balance Sheet Classification	Long-term operating lease liability
Operating lease liability – noncurrent portion	$ 122,119
Total lease liability	$ 226,129

Operating Leases (Details) - Schedule of Lease Obligations	Jun. 30, 2023 USD ($)
Schedule of Lease Obligations [Abstract]
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

Preferred Stock (Details) - $ / shares	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Series A Preferred Stock [Member]
Preferred Stock (Details) [Line Items]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares issued	5,000,000	5,000,000
Voting rights, description	1:25 voting rights
Series B Preferred Stock [Member]
Preferred Stock (Details) [Line Items]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares issued	500,000	500,000
Preferred stock, share outstanding	500,000
Voting rights, description	Each share of Series B Preferred Stock has a 1:100 voting right and is convertible into 100 shares of common stock
Series C Preferred Stock [Member]
Preferred Stock (Details) [Line Items]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares issued
Voting rights, description	Each share of Series C Preferred Stock has a 1:50 voting right and is convertible into 50 shares of common stock

Warrants (Details) - Schedule of Outstanding Stock Warrants - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2023		Dec. 31, 2022
Schedule of Outstanding Stock Warrants [Abstract]
Number of Warrants, Exercisable at Beginning	172,500,000		226,500,000
Weighted Average Exercise Price, Exercisable at Beginning	$ 0.0104		$ 0.0013
Weighted Average Remaining Contract Term, Exercisable at Beginning	3 years 1 month 20 days		3 years 9 months 10 days
Aggregate Intrinsic Value, Exercisable at Beginning	$ 1,665,500
Number of Warrants, Granted			6,000,000	[1]
Weighted Average Exercise Price, Granted				[1]
Weighted Average Remaining Contract Term, Granted				[1]
Aggregate Intrinsic Value, Granted				[1]
Number of Warrants, Expired
Weighted Average Exercise Price, Expired
Weighted Average Remaining Contract Term, Expired
Aggregate Intrinsic Value, Expired
Number of Warrants, Cancelled
Weighted Average Exercise Price, Cancelled
Weighted Average Remaining Contract Term, Cancelled
Aggregate Intrinsic Value, Cancelled
Number of Warrants, Exercised			(60,000,000)
Weighted Average Exercise Price, Exercised
Weighted Average Remaining Contract Term, Exercised
Aggregate Intrinsic Value, Exercised
Number of Warrants, Exercisable at Ending	172,500,000	[2]	172,500,000
Weighted Average Exercise Price, Exercisable at Ending		[2]	$ 0.0104
Weighted Average Remaining Contract Term, Exercisable at Ending		[2]	3 years 1 month 20 days
Aggregate Intrinsic Value, Exercisable at Ending		[2]	$ 1,665,500
[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.

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