RMSL 10-Q Quarter ended March 31, 2025

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 March 31, 2025

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)

912 - 590-2001

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically 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 May 15, 2025, there were 1,535,389,060 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	4
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

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REMSLEEP HOLDINGS, INC.

Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024 (audited)		F-1
Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (unaudited)		F-2
Statements of  Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2025 and 2024 (unaudited)		F-3
Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (unaudited)		F-4
Notes to the Financial Statements (unaudited)		F-5

REMSLEEP HOLDINGS, INC.
BALANCE SHEETS

		March 31, 2025				December 31, 2024
ASSETS		(Unaudited)				(Audited)
Current assets:
Cash		$	507,247			$	463,343
Accounts receivable, net of allowance of $ 7,000 and $ 7,000 , respectively			2,741				2,741
Other assets			5,200				9,100
Prepaid – related party			—				7,500
Deposit on inventory			10,562				9,050
Total current assets			525,750				491,734
Other asset			10,000				10,000
Right of use asset			—				16,154
Property and equipment, net			68,973				73,809
Total Assets		$	604,723			$	591,697
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable		$	27,399			$	30,000
Accrued compensation			47,500				46,000
Convertible notes payable, net of $ 219,724 and $ 100,162 debt discount, respectively			87,176				16,438
Accrued interest			7,000				1,406
Deferred revenue			579				—
Derivative liability			183,854				152,014
Operating lease liability – current portion			—				9,136
Total current liabilities			353,508				254,994
Total Liabilities			353,508				254,994
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, 2,000,000 issued and outstanding			2,000				2,000
Common stock, $ 0.001 par value, 3,000,000,000 shares authorized, 1,535,389,060 and 1,523,620,126 shares issued and outstanding, respectively			1,535,388				1,523,619
Discount to common stock			( 94,708	)			( 94,708	)
Additional paid in capital			14,159,279				14,171,048
Accumulated Deficit			( 15,356,244	)			( 15,270,756	)
Total Stockholders’ Equity (Deficit)			251,215				336,703
Total Liabilities and Stockholders’ Equity (Deficit)		$	604,723			$	591,697

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

REMSLEEP HOLDINGS, INC.
STATEMENTS OF OPERATIONS

(Unaudited)

		For the Three Months Ended March 31,
		2025				2024
Revenue		$	—			$	57,881
Cost of goods sold			—				13,590
Gross margin		$	—			$	44,291
Operating Expenses:
Professional fees		$	7,800			$	7,970
Compensation expense – related party			27,000				24,000
Development expense			17,200				22,188
Lease expense			24,891				28,908
General and administrative			54,424				85,440
Total operating expenses			131,315				168,506
Loss from operations		$	( 131,315	)		$	( 124,215	)
Other income (expense):
Interest expense			( 76,332	)			( 27,979	)
Loss on issuance of convertible debt			( 85,867	)			—
Change in fair value of derivative			208,026				( 100,386	)
Total other income (expense)			45,827				( 128,365	)
Loss before income taxes			( 85,488	)			( 252,580	)
Provision for income taxes			—				—
Net Loss		$	( 85,488	)		$	( 252,580	)
Net loss per share, basic and diluted		$	( 0.00	)		$	( 0.00	)
Weighted average common shares outstanding, basic and diluted			1,526,104,679				1,461,616,601

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

REMSLEEP HOLDINGS, INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(Unaudited)

		Series A Preferred Stock								Series B Preferred Stock								Series C Preferred Stock								Common Stock								Discount to Common				Additional Paid-in				Accumulated
		Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Stock				Capital				Deficit				Total
Balance, December 31, 2024			5,000,000			$	5,000				500,000			$	500				2,000,000			$	2,000				1,523,620,126			$	1,523,619			$	( 94,708	)		$	14,171,048			$	( 15,270,756	)		$	336,703
Common stock issued for warrants			—				—				—				—				—				—				11,768,934				11,769				—				( 11,769	)			—				—
Net Loss			—				—				—				—				—				—								—				—				—				( 85,488	)			( 85,488	)
Balance, March 31, 2025			5,000,000			$	5,000				500,000			$	500				2,000,000			$	2,000				1,535,389,060			$	1,535,388			$	( 94,708	)		$	14,159,279			$	( 15,356,244	)		$	251,215

		Series A Preferred Stock								Series B Preferred Stock								Series C Preferred Stock								Common Stock								Discount to Common				Additional Paid-in				Accumulated
		Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Stock				Capital				Deficit				Total
Balance, December 31, 2023			5,000,000			$	5,000				500,000			$	500				2,000,000			$	2,000				1,461,616,601			$	1,461,615			$	( 94,708	)		$	13,749,052			$	( 14,192,759	)		$	930,700
Net Loss			—				—				—				—				—				—				—				—				—				—				( 252,580	)			( 252,580	)
Balance, March 31, 2024			5,000,000			$	5,000				500,000			$	500				2,000,000			$	2,000				1,461,616,601			$	1,461,615			$	( 94,708	)		$	13,749,052			$	( 14,445,339	)		$	678,120

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

REMSLEEP HOLDINGS, INC.
STATEMENTS OF CASH FLOWS

(Unaudited)

		For the Three Months Ended March 31,
		2025				2024
Cash Flows from Operating Activities:
Net loss		$	( 85,488	)		$	( 252,580	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense			4,836				27,561
Change in fair value of derivative			( 208,026	)			100,386
Loss on issuance of convertible debt			85,867				—
Discount amortization			70,738				24,765
Operating lease expense			7,018				2,849
Changes in Operating Assets and Liabilities:
Accounts receivable			—				( 6,969	)
Prepaids and other assets			3,900				( 3,290	)
Inventory			—				13,590
Deposit on inventory			( 1,512	)			—
Accounts payable			( 2,601	)			( 23,000	)
Deferred revenue			579				—
Accrued compensation – related party			9,000				—
Accrued interest			5,593				3,213
Net cash used by operating activities			( 110,096	)			( 113,475	)
Cash Flows from Financing Activities:
Proceeds from convertible note payable			154,000				125,000
Net cash provided by financing activities			154,000				125,000
Net change in cash			43,904				11,525
Cash at beginning of the period			463,343				719,100
Cash at end of the period		$	507,247			$	730,625
Supplemental cash flow information:
Interest paid in cash		$	—			$	—
Taxes paid		$	—			$	—
Supplemental disclosure of non-cash activity:
Debt discount to be amortized		$	219,724			$	94,111

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

REMSLEEP HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2025

(Unaudited)

NOTE 1 – BACKGROUND

Business Activity

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These unaudited 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, 2024. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of March 31, 2025, and the results of its operations and cash flows for the three 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, 2025.

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 March 31, 2025 and December 31, 2024, the Company had $ 257,247 and $ 213,343 above the FDIC’s $ 250,000 coverage limit, respectively.

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 March 31, 2025 and December 31, 2024.

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 improvements 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 March 31, 2025, the Company had approximately 5,000,000 potentially dilutive shares from Series A preferred stock, 50,000,000 from Series B preferred stock, 600,000,000 from Series C preferred stock and 43,147,629 potentially dilutive shares from convertible debt.

As of March 31, 2024, the Company had approximately 5,000,000 potentially dilutive shares from Series A preferred stock, 50,000,000 from Series B preferred stock, 600,000,000 from Series C preferred stock and approximately 26,344,000 shares of common stock from a convertible note payable.

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 approximate the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.

		Total Fair Value at March 31, 2025				Quoted prices in active markets (Level 1)				Significant other observable inputs (Level 2)				Significant unobservable inputs (Level 3)
Derivative liabilities		$	183,854			$	—			$	—			$	183,854

		Total Fair Value at December 31, 2024				Quoted prices in active markets (Level 1)				Significant other observable inputs (Level 2)				Significant unobservable inputs (Level 3)
Derivative liabilities		$	152,014			$	—			$	—			$	152,014

Revenue Recognition

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

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

When the product ships control of the promised goods is transferred to the customers and the revenue is recognized.

Warranties

Up until December 31, 2024, the Company was selling its ResPlus Auto CPAP Machine (“ResPlus”). The ResPlus is imported by the Company and sold primarily to Durable Medical Equipment companies to patients with sleep apnea. The manufacturer warranties the unit for 2 years parts and labor. As of March 31, 2025, 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. The Company estimates credit losses based on the Current Expected Credit Losses (CECL) model as required by ASC 326. The allowance for credit losses is based on a variety of factors, including historical loss experience, current conditions, and reasonable and supportable forecasts of future economic conditions. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value when needed. Based on collection experience and periodic reviews of outstanding receivables, the Company determines if it needs to adjust its allowance. As of March 31, 2025 and December 31, 2024, all the accounts receivable balance is due from one customer. As of March 31, 2025 and December 31, 2024,  management has determined that an allowance for doubtful account is required of $ 7,000 and $ 7,000 , respectively, for amounts that may not 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. As of March 31, 2025 and December 31, 2024, there is $ 10,562 and $ 9,050 of deposits for inventory for parts to be used in the assembly of our Deltawave CPAP machines. No impairment expense was recognized for the periods ended March 31, 2025 and 2024.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis, primarily disclosure of significant segment expense categories and amounts for each reportable segment. The new standard is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 in the annual financial statements for the year ended December 31, 2024, and for interim periods beginning in 2025. The Company adopted this ASU, effective for the year ended December 31, 2024. The adoption had no impact on the Company’s financial statements.

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

NOTE 3 – GOING CONCERN

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $ 15,356,244 at March 31, 2025, had a net loss of $ 85,488 and net cash used in operating activities of $ 110,096 for the period ended March 31, 2025. 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 received its FDA 510k approval for its DeltaWave product on July 2, 2024. We expect to have product inventory ready for the market in the second quarter of 2025. The Company will continue to finance its operations through debt and/or equity financing as needed.

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:

		March 31, 2025				December 31, 2024
Furniture/fixtures		$	39,746			$	39,746
Office equipment			43,780				43,780
Automobile			37,410				37,410
Tooling/Molds			86,205				86,205
Less: accumulated depreciation			( 138,168	)			( 133,332	)
Fixed assets, net		$	68,973			$	73,809

Depreciation expense

Depreciation expense for the three months ended March 31, 2025 and 2024 was $ 4,836 and $ 27,561 , respectively.

NOTE 5 – CONVERTIBLE NOTE PAYABLE

On November 18, 2024, the Company issued a 10 % Convertible Promissory Note for $ 116,600 to 1800 Diagonal. The Note includes an OID of $ 16,600 and matures on August 30, 2025 . The OID includes $ 6,000 withheld for legal fees. The Note is convertible into shares of common stock, beginning 180 days after the issue date, at a 25 % discount to the average of the three lowest trades during the ten days prior to the date of conversion. The Company recorded an original debt discount of $ 116,600 ($ 16,600 OID, $ 100,000 from derivative) to be amortized over the term of the loan. As of March 31, 2025, there is $ 116,600 and $ 4,281 of principal and interest, respectively, due on the loan.

During the three months ended March 31, 2025, $ 36,821 was amortized to interest expense. The debt discount balance as of March 31, 2025, is $ 63,641 .

On January 2, 2025, the Company issued a 10 % Convertible Promissory Note for $ 61,600 to 1800 Diagonal. The Note includes an OID of $ 11,600 and matures on October 30, 2025 . The OID includes $ 6,000 withheld for legal fees. The Note is convertible into shares of common stock, beginning 180 days after the issue date, at a 25 % discount to the average of the three lowest trades during the ten days prior to the date of conversion. The Company recorded an original debt discount of $ 61,600 ($ 11,600 OID, $ 50,000 from derivative) to be amortized over the term of the loan. As of March 31, 2025, there is $ 61,600 and $ 1,502 of principal and interest, respectively, due on the loan.

During the three months ended March 31, 2025, $ 18,214 was amortized to interest expense. The debt discount balance as of March 31, 2025, is $ 43,386 .

On February 7, 2025, the Company issued a 10 % Convertible Promissory Note for $ 66,000 to 1800 Diagonal Lending LLC. The Note includes an OID of $ 12,000 and matures on November 15, 2025 . The Note is convertible into shares of common stock, beginning 180 days after the issue date, at a 25 % discount to the average of the three lowest trades during the ten days prior to the date of conversion. The Company recorded an original debt discount of $ 66,000 ($ 12,000 OID, $ 54,000 from derivative) to be amortized over the term of the loan. As of March 31, 2025, there is $ 66,000 and $ 958 of principal and interest, respectively, due on the loan.

During the three months ended March 31, 2025, $ 12,448 was amortized to interest expense. The debt discount balance as of March 31, 2025, is $ 53,552 .

On March 17, 2025, the Company issued a 10 % Convertible Promissory Note for $ 62,700 to 1800 Diagonal Lending LLC. The Note includes an OID of $ 12,700 and matures on December 31, 2025 . The Note is convertible into shares of common stock, beginning 180 days after the issue date, at a 25 % discount to the average of the three lowest trades during the ten days prior to the date of conversion. The Company recorded an original debt discount of $ 62,700 ($ 12,700 OID, $ 50,000 from derivative) to be amortized over the term of the loan. As of March 31, 2025, there is $ 62,700 and $ 25 of principal and interest, respectively, due on the loan.

During the three months ended March 31, 2025, $ 3,254 was amortized to interest expense. The debt discount balance as of March 31, 2025, is $ 59,446 .

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

Balance at December 31, 2023			—
Increase to derivative due to new issuances			207,350
Decrease to derivative due to conversion/repayments			( 28,269	)
Derivative gain due to mark to market adjustment			( 27,067	)
Balance at December 31, 2024		$	152,014
Increase to derivative due to new issuances			239,866
Decrease to derivative due to conversion/repayments			—
Derivative gain due to mark to market adjustment			( 208,026	)
Balance at March 31, 2025		$	183,854

A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of December 31, 2024 is as follows:

Inputs		March 31 2025				Initial Valuation
Stock price		$	0.01			$	0.0076 - 0.0114
Conversion price		$	0.0073			$	0.0039 - 0.007
Volatility (annual)			96.4 – 113.4	%			105.7 – 116.9	%
Risk-free rate			4.13 – 4.23	%			4.28 - 4.44	%
Dividend rate			—				—
Years to maturity			0.42 - . 75				. 75

NOTE 6 – RELATED PARTY TRANSACTIONS

The Company executed a new employment agreement with Mr. Wood on January 1, 2025. Per the terms of the agreement Mr. Wood is to be compensated $ 9,000 per month. As of March 31, 2025 and December 31, 2024, there is $ 1,500 and $ 0 of accrued compensation, respectively, due to Mr. Wood. During the three months ended March 31, 2025 and 2024, cash payments of $ 18,000 and $ 24,000 , respectively, were paid to Mr. Wood. As of March 31, 2025 and December 31, 2024, there is $ 0 and $ 7,500 of prepaid compensation expense for Mr. Wood, respectively.

As of March 31, 2025 and December 31, 2024, there is $ 46,000 and $ 46,000 of accrued compensation, respectively, due to Russell Bird, the former Chairman. 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 three months ended March 31, 2025 and 2024, the Company made cash payments to Mr. Lane of $ 7,000 and $ 0 , respectively.

During the three months ended March 31, 2025 and 2024, the Company paid $ 12,500 and $ 4,000 , respectively, to the brother of the CEO for services related to development of the Company’s product. The payments are accounted for in development expense.

NOTE 7 – 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.

During the year ended December 31, 2024, it was agreed that the monthly lease expense would remain at the original $ 8,686.71 .

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

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

The operating lease expense for the above agreement for the three months ended March 31, 2025, was $ 24,891 which consisted of amortization expense of $ 24,082 and interest expense of $ 809 .

The operating lease expense for the above agreement for the three months ended March 31, 2024, was $ 28,909 which consisted of amortization expense of $ 26,358 and interest expense of $ 2,551 .

NOTE 8 – COMMON STOCK TRANSACTIONS

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

The warrants were issued to Quick Capital LLC on December 15, 2023, in conjunction with an Equity Purchase Agreement. The warrants were evaluated for purposes of classification between liability and equity. The warrants did not contain features that would require a liability classification and were therefore considered equity. The Black Scholes pricing model was used to estimate the fair value of the Warrants which was allocated to additional paid in capital of the shares purchased. The Company failed to disclose the warrants in prior periods; however, this oversight is not considered to be material since the value of the warrants had no impact to the financial statements as the initial value of the warrants was already included in additional paid in capital when the warrants were issued with the sale of common stock.

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

NOTE 9 – PREFERRED STOCK

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

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. On July 24, 2023, the Company filed an Amended and Restated Certificate of Designations of the Series C Preferred Shares. The Series C Preferred may vote on any action upon which holders of the Company’s common stock may vote, and they shall vote together as one class with voting rights equal to eighty one percent ( 81 %) of all the issued and outstanding shares of common stock of the Company. Each share of Series C Preferred can be converted into 300 shares of the Company’s common stock.

NOTE 10 - SEGMENT REPORTING

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

NOTE 11 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the unaudited financial statements were available to be issued and has determined that there are no material subsequent event to disclose in these unaudited financial statements.

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

Forward-looking Statements

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

On April 27, 2021, Remsleep was awarded utility patent 10987481 for its new Deltawave CPAP Pillows Mask for delivery of CPAP therapy and other respiratory needs.  On March 5, 2024, Remsleep was awarded design patent D1,017,025 S.  Our goal is to continue to develop sleep products for the treatment of OSA and capture 10% of the market in the next 24 months.

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

Results of Operations

The three months ended March 31, 2025 compared to the three months ended March 31, 2024

Revenues

During the three months ended March 31, 2025, we did not recognize any revenue. For the three months ended March 31, 2024, we recognized revenue and cost of goods for the sale of our CPAP machines of $57,881 and $13,590 respectively. In 2025 we stopped selling our CPAP machines and will soon be selling the DeltaWave.

Operating Expenses

Professional fees were $7,800 and $7,970 for the three months ended March 31, 2025 and 2024, respectively, a decrease of $170 or 2.1%. Professional fees consist mostly of accounting, audit and legal fees.

Compensation expense was $27,000 and $24,000 for the three months ended March 31, 2025 and 2024, respectively, an increase of $3,000 or 12.5%. During the current period the CEO’s monthly compensation was increased by $1,000.

Development expenses were $17,200 and $22,188 for the three months ended March 31, 2025 and 2024, respectively, a decrease of $4,988 or 22.5%. Our development expenses have decreased in the current period as we have completed the development and testing of our DeltaWave product.

Lease expenses were $24,891 and $28,908 for the three months ended March 31, 2025 and 2024, respectively, a decrease of $4,017 or 13.9%.

General and administrative expenses (“ G&A”) were $52,424 and $85,440 for the three months ended March 31, 2025 and 2024, respectively, a decrease of $31,016 or 36.3%. The decrease is primarily due to a decrease for investor relations expenses of approximately $18,000 and consulting expenses of approximately $11,500.

Other Expenses

The total other income of $45,827, for the three months ended March 31, 2025, included $76,332 for interest expense, of which $70,738 was for the amortization of debt discount and a loss on the issuance of convertible debt of $85,867. These losses were offset by a $208,026 gain on the change in fair value of derivatives. The total other expense of $128,365, for the three months ended March 31, 2024, included $27,979 for interest expense, of which $24,765 was for the amortization of debt discount and a $100,386 loss on the change in fair value of derivatives.

Net Loss

For the three months ended March 31, 2025, we had a net loss of $85,488 as compared to a net loss of $252,580 for the three months ended March 31, 2024.

Liquidity and Capital Resources

Cash flow from operations

Cash used in operating activities for the three months ended March 31, 2025, was $110,096 compared to $113,475 of cash used in operating activities for the three months ended March 31, 2024.

Cash Flows from Financing

For the three months ended March 31, 2025, we received $154,000 for the issuance of a convertible note payable. For the three months ended March 31, 2024, we received $125,000 for the issuance of a convertible note payable.

Going Concern

As of March 31, 2025, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow from revenue to fund our proposed business.

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.

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 three months ended March 31, 2025, for a condensed discussion of our critical accounting policies and our Form 10-K for the year ended December 31, 2024, for a full discussion of our critical accounting policies and procedures.

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 March 31, 2025 due to a lack of segregation of duties.

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

Changes in Internal Control over Financial Reporting.

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

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

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

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

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
10.1		Convertible Note Payable, 1800 Diagonal Lending LLC, January 2, 2025
10.2		Convertible Note Payable, 1800 Diagonal Lending LLC, February 7, 2025
10.3		Convertible Note Payable, 1800 Diagonal Lending LLC, March17, 2025
31.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101).

SIGNATURES

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

	REMSLEEP HOLDINGS, INC.
Date: May 13, 2025	By:	/s/ Thomas J. Wood
		Thomas J. Wood
		Chief Executive Officer and Director (Principal Executive Officer) (Principal Financial and Accounting Officer)

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