10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2018

Commission file number: 000-53450

REMSLEEP HOLDINGS, INC.

(Name of registrant as specified in its charter)

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

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

(Address of principal executive offices) (Zip Code)

912-590-2001

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

As of November 9, 2018, there were 6,025,894 shares of common stock outstanding.

TABLE OF CONTENTS

		Page No.
PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Plan of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4	Controls and Procedures	12
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Mine Safety Disclosures	13
Item 5.	Other Information	13
Item 6.	Exhibits	13
Signatures		14

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REMSLEEP HOLDINGS, INC.

Condensed Balance Sheets as of September 30, 2018 (Unaudited) and December 31, 2017 (Audited)	2
Condensed Statements of Operations for the Three and Nine Months ended September 30, 2018 and 2017 (Unaudited)	3
Condensed Statements of Cash Flows for the Nine Months ended September 30, 2018 and 2017 (Unaudited)	4
Condensed Notes to Financial Statements (Unaudited)	5

1

REMSLEEP HOLDINGS, INC.

CONDENSED BALANCE SHEETS

	September 30, 2018			December 31, 2017
ASSETS	(Unaudited)
Current assets:
Cash	$	40,955		$	2,014
Prepaid expenses		11,983			173,282
Total current assets		52,938			175,296
Property and equipment, net		32,326			8,486
Total Assets	$	85,264		$	183,782
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	244,398		$	239,878
Accrued compensation		350			2,850
Accrued interest		15,710			12,341
Accrued stock to be issued		-			194,068
Convertible Notes, net of discount of $59,264		17,736			-
Derivative Liability		130,915			-
Loan payable – related party		179,191			182,191
Loan payable		45,000			50,000
Total Liabilities		633,300			681,328
Commitments and Contingencies		-			-
STOCKHOLDERS’ DEFICIT:
Series A preferred stock, no par value, 5,000,000 shares authorized, 3,500,000 and 3,500,000 issued and outstanding, respectively		105,000			105,000
Series B preferred stock, no par value, 5,000,000 shares authorized, no shares issued		-			-
Series C preferred stock, no par value, 5,000,000 shares authorized, no shares issued		-			-
Common stock, $.001 par value, 1,000,000,000 shares authorized, 6,025,894 and 3,610,751 shares issued and outstanding, respectively		6,026			3,611
Common stock to be issued		228,604			58,225
Additional paid in capital		1,020,307			424,938
Accumulated Deficit		(1,907,973	)		(1,089,320	)
TOTAL STOCKHOLDERS’ DEFICIT		(548,036	)		(497,546	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	85,264		$	183,782

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

2

REMSLEEP HOLDINGS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2018			2017			2018			2017
				(Restated)						(Restated)
Operating Expenses:
Professional fees	$	5,650		$	8,250		$	41,750		$	68,462
Consulting		220,000			88,531			603,799			458,635
Officer compensation		9,000			6,000			27,000			18,000
General and administrative		8,289			6,637			21,990			21,281
Total operating expenses		242,939			109,418			694,539			566,378
Loss from operations		(242,939	)		(109,418	)		(694,539	)		(566,378	)
Other expenses:
Interest expense		(2,130	)		(630	)		(3,369	)		(1,869	)
Discount amortization		(14,936	)		-			(14,936	)		-
Loss on issuance of convertible debt		(47,020	)		-			(47,020	)		-
Change in fair value of derivative		(41,894	)		-			(58,789	)		-
Total other expense		(105,980	)		(630	)		(124,114	)		(1,869	)
Loss before income taxes		(348,919	)		(110,048	)		(818,653	)		(568,247	)
Provision for income taxes		-			-			-			-
Net Loss	$	(348,919	)	$	(110,048	)	$	(818,653	)	$	(568,247	)
Net loss per share, basic and diluted	$	(0.06	)	$	(0.03	)	$	(0.16	)	$	(0.17	)
Weighted average common shares outstanding, basic and diluted		5,970,460			3,448,795			5,144,683			3,289,506

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

3

REMSLEEP HOLDINGS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Months Ended September 30,
	2018			2017
				(Restated)
Cash Flows from Operating Activities:
Net loss	$	(818,653	)	$	(568,247	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation expense		1,723			3,843
Stock compensation expense		603,499			478,125
Change in fair value of derivative		58,789			-
Discount amortization		14,936			-
Loss on issuance of convertible debt		47,020			-
Changes in Operating Assets and Liabilities
Prepaids		(2,200	)		-
Accounts Payable		4,520			4,500
Accrued officer compensation		(2,500	)		7,850
Accrued interest		3,370			1,869
Net cash used in operating activities		(89,496	)		(72,060	)
Cash Flows from Investing Activities:
Purchase of equipment		(25,563	)		-
Net Cash used in investing activities		(25,563	)		-
Cash Flows from Financing Activities:
Proceeds/repayments – related party		(3,000	)		72,115
Repayment of loans		(5,000	)		-
Proceeds from convertible notes payable		72,000			-
Proceeds from sale of common stock		90,000			-
Net cash provided by financing activities		154,000			72,115
Net increase in cash		38,941			55
Cash at beginning of the period		2,014			-
Cash at end of the period	$	40,955		$	55
Supplemental cash flow information:
Interest paid in cash	$	-		$	-
Taxes paid	$	-		$	-

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

4

REMSLEEP HOLDINGS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2018

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity

REMSleep Holdings, Inc., (the “Company”) was incorporated in the State of Nevada on June 6, 2007. 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.

Basis of Presentation

These unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company’s 10-K for its fiscal year ended December 31, 2017. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of September 30, 2018 and the results of its operations and cash flows for the nine-month periods then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year.

Use of Estimates

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.

Reclassifications

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

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.

5

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of:

September 30, 2018:

Description	Level 1		Level 2		Level 3		Total Gains and (Losses)
Derivative	$	-	$	-	$	130,915	$	(41,894	)

Derivative Financial Instruments

Derivative liabilities are recognized in the balance sheet at fair value based on the criteria specified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-15 – Derivatives and Hedging – Embedded Derivatives (“ASC 815-15”). Pursuant to ASC Topic 815-15 an evaluation of the embedded conversion feature of convertible debt is evaluated to determine if the bifurcated debt conversion feature is required to be classified as a derivative liability. Since the terms of the embedded conversion features of the Company’s convertible debt provides for the issuance of shares of common stock at the election of the holders and the number of shares is subject to adjustment for a decline in the price of the Company’s common stock, the Company determined that the embedded conversion option met the criteria of a derivative liability. The estimated fair value of the embedded conversion feature of debt classified as derivative liabilities are determined using the Black-Scholes option pricing model. The model utilizes Level 3 unobservable inputs to calculate the fair value of the derivative liabilities at each reporting period.

The Company determined that using an alternative valuation model such as a Binomial-Lattice model would result in minimal differences. The fair value of the embedded conversion feature of debt classified as derivative liabilities are adjusted for changes in fair value at each reporting period, and the corresponding non-cash gain or loss is recorded as other income or expense in the statement of operations. As of September 30, 2018, the embedded conversion feature of $130,915 of convertible notes payable was classified as a derivative liability. Each reporting period the embedded conversion feature is re-valued and adjusted through the caption “change in fair value of derivative liabilities” on the statements of operations.

Recent Accounting Pronouncements

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

NOTE 2 - GOING CONCERN

The accompanying 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 $1,907,973 at September 30, 2018, had a net loss of $818,653 and net cash used in operating activities of $89,496 for the nine months ended September 30, 2018. The Company’s ability to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors over the next twelve months raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

NOTE 3 - PROPERTY & EQUIPMENT

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

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

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

6

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

	September 30, 2018			December 31, 2017
Equipment	$	14,904		$	14,904
Office equipment		2,458			-
Tooling / Molds		23,105			-
Less: accumulated depreciation		(8,141	)		(6,418	)
Fixed assets, net	$	32,326		$	8,486

Depreciation expense

Depreciation expense for the nine months ended September 30, 2018 and 2017 was $1,723 and $3,843, respectively. Depreciation expense for the three months ended September 30, 2018 and 2017 was $691 and $516, respectively.

NOTE 4 – LOAN PAYABLE

On October 24, 2017, the Company was notified that a petition had been filed in the Iowa District Court for Polk County by a Mr. John M. Wesson for failure to repay a loan. Mr. Wesson had loaned the Company $30,000 and $20,000 on October 24, 2012 and June 12, 2013, respectively. The loans were to accrue interest at 5%. While the Company was under previous management the loans were removed from the books in Q1 of 2015. On April 26, 2018, the Company agreed to repay the loan in full including accrued interest and $5,000 for legal fees. The $50,000 plus $7,341 was booked to retained earnings in 2016 as a correction of an error. As of September 30, 2018, $5,000 has been paid towards the amount due and there is $14,211 of interest accrued on the loan.

NOTE 5 – CONVERTIBLE NOTES

On July 9, 2018, the Company issued a Convertible Promissory Note in favor of Power Up Lending Group LTD (“Power Up”). The principal amount of the Note is $45,000 with an original issue discount of $3,000 and carries an interest rate of 12% per annum. It becomes due and payable with accrued interest on July 9, 2019. Power Up has the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate is a 39% discount to the average of the lowest two trading price for twenty days prior to the date of conversion. The company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $89,020 based on the Black Scholes Merton pricing model and a corresponding debt discount of $42,000 to be amortized utilizing the interest method of accretion over the term of the note. As of September 30, 2018, the Company fair valued the derivative at $130,915. In addition, $10,233 of the debt discount has been amortized to interest expense.

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

Balance at December 31, 2017	$	-
Increase to derivative due to new issuances	$	89,020
Derivative loss due to mark to market adjustment	$	41,895
Balance at September 30, 2018	$	130,915

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 for the nine months ended September 30, 2018 is as follows:

Inputs	September 30, 2018			Initial Valuation
Stock price	$	.075		$	.55
Conversion price	$	.0244		$	.244
Volatility (annual)		375.66	%		261.04	%
Risk-free rate		2.47	%		2.34	%
Years to maturity		.77			1

7

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

On August 30, 2018, the Company issued a Convertible Promissory Note in favor of LG Capital Funding LLC (“LG”). The principal amount of the Note is $32,000 with an original issue discount of $2,000 and carries an interest rate of 10% per annum. It becomes due and payable with accrued interest on August 30, 2019. During the first six months LG has the option to convert the Note plus accrued interest at a fixed price of $0.10 per share. After the 6-month anniversary, the Conversion Price shall be equal to 60% of the lowest closing bid price for the eighteen prior trading days including the day of conversion. The Company accounted for the initial conversion feature as a beneficial conversion feature. A beneficial conversion feature arises when the conversion price of a convertible instrument is below the per share fair value of the underlying stock into which it is convertible. If LG were to convert at the price of $.10 they could convert the full $32,000 into 320,000 shares of common stock. Using the stock price on the date the note was issued of $.185 and the conversion price of $.10, the Company valued each share at $.085 for an additional expense of $27,200. The Company has accounted for the $27,200 has debt discount with a credit to additional paid in capital. The discount will be amortized over the six months. As of September 30, 2018, $4,533 has been amortized to interest expense.

NOTE 6 - COMMON STOCK

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

During the nine months ended September 30, 2018, the Company sold 477,143 shares of common stock for total cash proceeds of $90,000.

During the nine months ended September 30, 2018, the Company granted 1,760,000 shares of common stock for services at $0.25 per share for total non-cash expense of $440,000 which is being amortized over the six-month term of the applicable service agreements. As of September 30, 2018, $430,217 has been amortized to consulting expense, for a balance of $9,783.

NOTE 7 - PREFERRED STOCK

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

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

NOTE 8 - RELATED PARTY TRANSACTIONS

The Company has received support from parties related through common ownership and directorship. These loans are unsecured, non-interest bearing and due on demand. As of September 30, 2018, and December 31, 2017, the balance due on these loans is $179,191 and $182,191, respectively.

NOTE 9 – RESTATEMENT

The September 30, 2017 financial statements are being restated to revise the accounting for retroactive adjustments for stock compensation and other general and administrative expenses identified during the year ended December 31, 2017 audit.

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

	For the nine months ended September 30, 2017
	As Reported			Adjustment			As Restated
Operating expenses
Professional fees	$	(56,662	)	$	(11,800	)	$	(68,462	)
Consulting		(113,560	)		(345,075	)		(458,635	)
Officer compensation		(10,000	)		(8,000	)		(18,000	)
General and administrative		(21,236	)		(45	)		(21,281	)
Other expense
Interest expense		-			(1,869	)		(1,869	)
Net Loss	$	(201,458	)	$	(366,789	)	$	(568,247	)

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.

8

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

Forward-looking Statements

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

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

● Our failure to earn revenues or profits;

● Inadequate capital to continue business;

● Volatility or decline of our stock price;

● Potential fluctuation in quarterly results;

● Rapid and significant changes in markets;

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

● Insufficient revenues to cover operating costs.

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

Overview

We were incorporated in the State of Nevada on June 6, 2007. On 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.

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

● Does not disrupt normal breathing mechanics;

● Is not claustrophobic;

● Causes zero work of breathing (WOB);

● Minimizes or eliminates drying of the sinuses;

● Uses less driving pressure; and

● Allows users to feel safe and secure while sleeping.

We plan to conduct clinical trials to test product effectiveness.

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

On June 28, 2016, we applied for a patent for a new, innovative sleep apnea product that serves as an interface for the delivery of CPAP therapy and other respiratory needs. This patent is still pending.

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

9

Results of Operations

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

Professional fees were $5,650 compared to $8,250 for the three months ended September 30, 2018 and 2017, respectively, a decrease of $2,600, or 31.5%. Professional fees consist mostly of accounting, audit and legal fees. The decrease in the current period is due to lower legal and audit expense.

Consulting expense was $220,000 compared to $88,531 for the three months ended September 30, 2018 and 2017, respectively, an increase of $131,469, or 148.5%. In the current period we recognized $220,000 of non-cash stock compensation expense. In the previous period we issued 400,000 shares of common stock to consultants for total non-cash expense of $85,000.

Officer compensation was $9,000 and $6,000 for the three months ended September 30, 2018 and 2017, respectively, an increase of $3,000. The increase is due to an increase in monthly compensation to our CEO.

General and administrative expense was $8,289 and $6,637 for the three months ended September 30, 2018 and 2017, respectively, an increase of $1,652, or 24.8%.

Total other expense for the three months ended September 30, 2018, was $105,980. Other expense includes $14,936 of debt discount amortization, a $47,020 loss on the issuance of convertible debt and a loss in the change of fair value of $41,894. These are all new expenses related to newly issued convertible debt. We also had $2,130 of interest expense compared to $630 in the prior period.

Net Loss

For the three months ended September 30, 2018, we had a net loss of $348,919 as compared to a net loss of $110,048 for the three months ended September 30, 2017. Our net loss was higher in the current period primarily due to the expense associated with issuing stock for services and the other non-cash expense from the issuance of convertible debt.

The nine months ended September 30, 2018 compared to the nine months ended September 30, 2017

Professional fees were $41,750 and $68,462 for the nine months ended September 30, 2018 and 2017, respectively, a decrease of $26,712 or 39.0%. Professional fees consist mostly of accounting, audit and legal fees. The decrease of $26,712 in the current period is attributed to lower legal and audit fees.

Consulting expense was $603,799 and $458,635 for the nine months ended September 30, 2018 and 2017, respectively. In the current period we recognized $603,499 of non-cash stock compensation expense compared to $455,104 of non-cash stock compensation expense in the prior period.

Officer compensation was $27,000 and $18,000 for the nine months ended September 30, 2018 and 2017, respectively, an increase of $9,000. The increase is due to an increase in monthly compensation to our CEO.

General and administrative expense was $21,990 and $21,281 for the nine months ended September 30, 2018 and 2017, respectively, an increase of $709.

Total other expense for the nine months ended September 30, 2018, was $124,114. Other expense includes $14,936 of debt discount amortization, a $47,020 loss on the issuance of convertible debt and a loss in the change of fair value of $58,789. These are mostly new expenses related to newly issued convertible debt. We also had $3,369 of interest expense compared to $1,869 in the prior period.

10

Net Loss

For the nine months ended September 30, 2018, we had a net loss of $818,653 as compared to a net loss of $568,247 for the nine months ended September 30, 2017. Our net loss was higher in the current period primarily due to the expense associated with issuing stock for services and the other non-cash expense from the issuance of convertible debt.

Going Concern

As of September 30, 2018, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow to fund our proposed business.

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

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

Liquidity and Capital Resources

Cash flow from operations

Cash used in operating activities for the nine months ended September 30, 2018 was $89,496 as compared to $72,060 cash used in operating activities for the same period ended 2017.

Cash Flows from Investing

Cash used in investing activities for the nine months ended September 30, 2018 was $25,563 as compared to $0 of cash used in investing activities for the same period ended 2017.

Cash Flows from Financing

For the nine months ended September 30, 2018, we received $72,000 from the issuance of convertible debt, $90,000 from the sale of common stock and repaid $8,000 of loans. For the nine months ended September 30, 2017, we received $72,115 that was advanced from the Chairman to pay for operating expenses.

Off Balance Sheet Arrangements

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

Critical Accounting Policies

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

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

11

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

Recent Accounting Pronouncements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Each of our principal executive and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a - 15(e) and 15d - 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on their evaluation, each such person concluded that our disclosure controls and procedures were not effective due to material weaknesses in our internal control over financial reporting as of September 30, 2018. Such material weaknesses include a lack of segregation of duties and timely and accurate reconciliation of accounts.

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

Changes in Internal Control over Financial Reporting.

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

12

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

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

During the nine months ended September 30, 2018, the Company sold 477,143 shares of common stock for total cash proceeds of $90,000. All proceeds were used for general operating expenses.

During the nine months ended September 30, 2018, the Company granted 1,760,000 shares of common stock for services at $0.25 per share for total non-cash expense of $440,000 which is being amortized over the six-month term of the applicable service agreements. As of September 30, 2018, $430,217 has been amortized to consulting expense.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

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

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

ITEM 6. EXHIBITS

(a) Documents furnished as exhibits hereto:

Exhibit No.	Description
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document

13

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 CORP.
Date: November 13, 2018	By:	/s/ Tom Wood
		Tom Wood
		Chief Executive Officer/ Principal Financial Officer/Director

14

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Tom Wood, certify that:

1. I have reviewed this Form 10-Q for the quarter ended September 30, 2018 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. The registrant’s other certifying officer(s) and I are 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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 our 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 our 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. The registrant’s other certifying officer(s) and I have disclosed, based on our 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.

November 13, 2018

/s/ Tom Wood

Tom Wood

Chief Executive Officer/

Chief Financial Officer/Chief Accounting Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Tom Wood, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of REMSleep Holdings, Inc. on Form 10-Q for the quarterly period ended September 30, 2018 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of REMSleep Holdings, Inc.

By:	/s/ Tom Wood
	Tom Wood
	Chief Executive Officer/ Chief Financial Officer/Chief Accounting Officer
November 13, 2018

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 09, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	RemSleep Holdings Inc.
Entity Central Index Key	0001412126
Trading Symbol	RMSL
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2018
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		6,025,894

XML

Condensed Balance Sheets - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current assets:
Cash	$ 40,955	$ 2,014
Prepaid expenses	11,983	173,282
Total current assets	52,938	175,296
Property and equipment, net	32,326	8,486
Total Assets	85,264	183,782
Current Liabilities:
Accounts payable	244,398	239,878
Accrued compensation	350	2,850
Accrued interest	15,710	12,341
Accrued stock to be issued		194,068
Convertible Notes, net of discount of $59,264	17,736
Derivative Liability	130,915
Loan payable - related party	179,191	182,191
Loan payable	45,000	50,000
Total Liabilities	633,300	681,328
Commitments and Contingencies
STOCKHOLDERS' DEFICIT:
Common stock, $.001 par value, 1,000,000,000 shares authorized, 6,025,894 and 3,610,751 shares issued and outstanding, respectively	6,026	3,611
Common stock to be issued	228,604	58,225
Additional paid in capital	1,020,307	424,938
Accumulated Deficit	(1,907,973)	(1,089,320)
TOTAL STOCKHOLDERS' DEFICIT	(548,036)	(497,546)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	85,264	183,782
Series A preferred stock
STOCKHOLDERS' DEFICIT:
Preferred stock, value	105,000	105,000
Series B preferred stock
STOCKHOLDERS' DEFICIT:
Preferred stock, value
Series C preferred stock
STOCKHOLDERS' DEFICIT:
Preferred stock, value

XML

Condensed Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Convertible notes, net of discount	$ 59,264
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	6,025,894	3,610,751
Common stock, shares outstanding	6,025,894	3,610,751
Series A preferred stock
Preferred stock, no par value
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	3,500,000	3,500,000
Preferred stock, shares outstanding	3,500,000	3,500,000
Series B preferred stock
Preferred stock, no par value
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued
Series C preferred stock
Preferred stock, no par value
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued

XML

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Operating Expenses:
Professional fees	$ 5,650	$ 8,250	$ 41,750	$ 68,462
Consulting	220,000	88,531	603,799	458,635
Officer compensation	9,000	6,000	27,000	18,000
General and administrative	8,289	6,637	21,990	21,281
Total operating expenses	242,939	109,418	694,539	566,378
Loss from operations	(242,939)	(109,418)	(694,539)	(566,378)
Other expenses:
Interest expense	(2,130)	(630)	(3,369)	(1,869)
Discount amortization	(14,936)		(14,936)
Loss on issuance of convertible debt	(47,020)		(47,020)
Change in fair value of derivative	(41,894)		(58,789)
Total other expense	(105,980)	(630)	(124,114)	(1,869)
Loss before income taxes	(348,919)	(110,048)	(818,653)	(568,247)
Provision for income taxes
Net Loss	$ (348,919)	$ (110,048)	$ (818,653)	$ (568,247)
Net loss per share, basic and diluted	$ (0.06)	$ (0.03)	$ (0.16)	$ (0.17)
Weighted average common shares outstanding, basic and diluted	5,970,460	3,448,795	5,144,683	3,289,506

XML

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash Flows from Operating Activities:
Net loss	$ (818,653)	$ (568,247)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation expense	1,723	3,843
Stock compensation expense	603,499	478,125
Change in fair value of derivative	58,789
Discount amortization	14,936
Loss on issuance of convertible debt	47,020
Changes in Operating Assets and Liabilities
Prepaids	(2,200)
Accounts Payable	4,520	4,500
Accrued officer compensation	(2,500)	7,850
Accrued interest	3,370	1,869
Net cash used in operating activities	(89,496)	(72,060)
Cash Flows from Investing Activities:
Purchase of equipment	(25,563)
Net Cash used in investing activities	(25,563)
Cash Flows from Financing Activities:
Proceeds/repayments - related party	(3,000)	72,115
Repayment of loans	(5,000)
Proceeds from convertible notes payable	72,000
Proceeds from sale of common stock	90,000
Net cash provided by financing activities	154,000	72,115
Net increase in cash	38,941	55
Cash at beginning of the period	2,014
Cash at end of the period	40,955	55
Supplemental cash flow information:
Interest paid in cash
Taxes paid

XML

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity

REMSleep Holdings, Inc., (the “Company”) was incorporated in the State of Nevada on June 6, 2007. 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.

Basis of Presentation

These unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company’s 10-K for its fiscal year ended December 31, 2017. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of September 30, 2018 and the results of its operations and cash flows for the nine-month periods then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year.

Use of Estimates

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.

Reclassifications

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

Fair Value of Financial Instruments

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

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

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

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of:

September 30, 2018:

Description	Level 1		Level 2		Level 3		Total Gains and (Losses)
Derivative	$	-	$	-	$	130,915	$	(41,894	)

Derivative Financial Instruments

Derivative liabilities are recognized in the balance sheet at fair value based on the criteria specified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-15 – Derivatives and Hedging – Embedded Derivatives (“ASC 815-15”). Pursuant to ASC Topic 815-15 an evaluation of the embedded conversion feature of convertible debt is evaluated to determine if the bifurcated debt conversion feature is required to be classified as a derivative liability. Since the terms of the embedded conversion features of the Company’s convertible debt provides for the issuance of shares of common stock at the election of the holders and the number of shares is subject to adjustment for a decline in the price of the Company’s common stock, the Company determined that the embedded conversion option met the criteria of a derivative liability. The estimated fair value of the embedded conversion feature of debt classified as derivative liabilities are determined using the Black-Scholes option pricing model. The model utilizes Level 3 unobservable inputs to calculate the fair value of the derivative liabilities at each reporting period.

The Company determined that using an alternative valuation model such as a Binomial-Lattice model would result in minimal differences. The fair value of the embedded conversion feature of debt classified as derivative liabilities are adjusted for changes in fair value at each reporting period, and the corresponding non-cash gain or loss is recorded as other income or expense in the statement of operations. As of September 30, 2018, the embedded conversion feature of $130,915 of convertible notes payable was classified as a derivative liability. Each reporting period the embedded conversion feature is re-valued and adjusted through the caption “change in fair value of derivative liabilities” on the statements of operations.

Recent Accounting Pronouncements

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

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Going Concern

9 Months Ended

Sep. 30, 2018

Going Concern [Abstract]

GOING CONCERN

NOTE 2 - 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 $1,907,973 at September 30, 2018, had a net loss of $818,653 and net cash used in operating activities of $89,496 for the nine months ended September 30, 2018. The Company’s ability to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors over the next twelve months raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

XML

Property & Equipment

9 Months Ended

Sep. 30, 2018

Property, Plant and Equipment [Abstract]

PROPERTY & EQUIPMENT

NOTE 3 - PROPERTY & EQUIPMENT

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

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

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

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

	September 30, 2018			December 31, 2017
Equipment	$	14,904		$	14,904
Office equipment		2,458			-
Tooling / Molds		23,105			-
Less: accumulated depreciation		(8,141	)		(6,418	)
Fixed assets, net	$	32,326		$	8,486

Depreciation expense

Depreciation expense for the nine months ended September 30, 2018 and 2017 was $1,723 and $3,843, respectively. Depreciation expense for the three months ended September 30, 2018 and 2017 was $691 and $516, respectively.

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Loan Payable

9 Months Ended

Sep. 30, 2018

Loan Payable [Abstarct]

LOAN PAYABLE

NOTE 4 – LOAN PAYABLE

On October 24, 2017, the Company was notified that a petition had been filed in the Iowa District Court for Polk County by a Mr. John M. Wesson for failure to repay a loan. Mr. Wesson had loaned the Company $30,000 and $20,000 on October 24, 2012 and June 12, 2013, respectively. The loans were to accrue interest at 5%. While the Company was under previous management the loans were removed from the books in Q1 of 2015. On April 26, 2018, the Company agreed to repay the loan in full including accrued interest and $5,000 for legal fees. The $50,000 plus $7,341 was booked to retained earnings in 2016 as a correction of an error. As of September 30, 2018, $5,000 has been paid towards the amount due and there is $14,211 of interest accrued on the loan.

XML

Convertible Notes

9 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

CONVERTIBLE NOTES

NOTE 5 – CONVERTIBLE NOTES

On July 9, 2018, the Company issued a Convertible Promissory Note in favor of Power Up Lending Group LTD (“Power Up”). The principal amount of the Note is $45,000 with an original issue discount of $3,000 and carries an interest rate of 12% per annum. It becomes due and payable with accrued interest on July 9, 2019. Power Up has the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate is a 39% discount to the average of the lowest two trading price for twenty days prior to the date of conversion. The company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $89,020 based on the Black Scholes Merton pricing model and a corresponding debt discount of $42,000 to be amortized utilizing the interest method of accretion over the term of the note. As of September 30, 2018, the Company fair valued the derivative at $130,915. In addition, $10,233 of the debt discount has been amortized to interest expense.

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

Balance at December 31, 2017	$	-
Increase to derivative due to new issuances	$	89,020
Derivative loss due to mark to market adjustment	$	41,895
Balance at September 30, 2018	$	130,915

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 for the nine months ended September 30, 2018 is as follows:

Inputs	September 30, 2018			Initial Valuation
Stock price	$	.075		$	.55
Conversion price	$	.0244		$	.244
Volatility (annual)		375.66	%		261.04	%
Risk-free rate		2.47	%		2.34	%
Years to maturity		.77			1

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

On August 30, 2018, the Company issued a Convertible Promissory Note in favor of LG Capital Funding LLC (“LG”). The principal amount of the Note is $32,000 with an original issue discount of $2,000 and carries an interest rate of 10% per annum. It becomes due and payable with accrued interest on August 30, 2019. During the first six months LG has the option to convert the Note plus accrued interest at a fixed price of $0.10 per share. After the 6-month anniversary, the Conversion Price shall be equal to 60% of the lowest closing bid price for the eighteen prior trading days including the day of conversion. The Company accounted for the initial conversion feature as a beneficial conversion feature. A beneficial conversion feature arises when the conversion price of a convertible instrument is below the per share fair value of the underlying stock into which it is convertible. If LG were to convert at the price of $.10 they could convert the full $32,000 into 320,000 shares of common stock. Using the stock price on the date the note was issued of $.185 and the conversion price of $.10, the Company valued each share at $.085 for an additional expense of $27,200. The Company has accounted for the $27,200 has debt discount with a credit to additional paid in capital. The discount will be amortized over the six months. As of September 30, 2018, $4,533 has been amortized to interest expense.

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Common Stock

9 Months Ended

Sep. 30, 2018

Equity [Abstract]

COMMON STOCK

NOTE 6 - COMMON STOCK

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

During the nine months ended September 30, 2018, the Company sold 477,143 shares of common stock for total cash proceeds of $90,000.

During the nine months ended September 30, 2018, the Company granted 1,760,000 shares of common stock for services at $0.25 per share for total non-cash expense of $440,000 which is being amortized over the six-month term of the applicable service agreements. As of September 30, 2018, $430,217 has been amortized to consulting expense, for a balance of $9,783.

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Preferred Stock

9 Months Ended

Sep. 30, 2018

Equity [Abstract]

PREFERRED STOCK

NOTE 7 - PREFERRED STOCK

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

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

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Related Party Transactions

9 Months Ended

Sep. 30, 2018

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 8 - RELATED PARTY TRANSACTIONS

The Company has received support from parties related through common ownership and directorship. These loans are unsecured, non-interest bearing and due on demand. As of September 30, 2018, and December 31, 2017, the balance due on these loans is $179,191 and $182,191, respectively.

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Restatement

9 Months Ended

Sep. 30, 2018

Accounting Changes and Error Corrections [Abstract]

RESTATEMENT

NOTE 9 – RESTATEMENT

The September 30, 2017 financial statements are being restated to revise the accounting for retroactive adjustments for stock compensation and other general and administrative expenses identified during the year ended December 31, 2017 audit.

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

	For the nine months ended September 30, 2017
	As Reported			Adjustment			As Restated
Operating expenses
Professional fees	$	(56,662	)	$	(11,800	)	$	(68,462	)
Consulting		(113,560	)		(345,075	)		(458,635	)
Officer compensation		(10,000	)		(8,000	)		(18,000	)
General and administrative		(21,236	)		(45	)		(21,281	)
Other expense
Interest expense		-			(1,869	)		(1,869	)
Net Loss	$	(201,458	)	$	(366,789	)	$	(568,247	)

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Subsequent Events

9 Months Ended

Sep. 30, 2018

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.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

Business Activity

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.

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

Use of Estimates

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.

Reclassifications

Reclassifications

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

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.

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of:

September 30, 2018:

Description	Level 1		Level 2		Level 3		Total Gains and (Losses)
Derivative	$	-	$	-	$	130,915	$	(41,894	)

Derivative Financial Instruments

Derivative Financial Instruments

Derivative liabilities are recognized in the balance sheet at fair value based on the criteria specified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-15 – Derivatives and Hedging – Embedded Derivatives (“ASC 815-15”). Pursuant to ASC Topic 815-15 an evaluation of the embedded conversion feature of convertible debt is evaluated to determine if the bifurcated debt conversion feature is required to be classified as a derivative liability. Since the terms of the embedded conversion features of the Company’s convertible debt provides for the issuance of shares of common stock at the election of the holders and the number of shares is subject to adjustment for a decline in the price of the Company’s common stock, the Company determined that the embedded conversion option met the criteria of a derivative liability. The estimated fair value of the embedded conversion feature of debt classified as derivative liabilities are determined using the Black-Scholes option pricing model. The model utilizes Level 3 unobservable inputs to calculate the fair value of the derivative liabilities at each reporting period.

The Company determined that using an alternative valuation model such as a Binomial-Lattice model would result in minimal differences. The fair value of the embedded conversion feature of debt classified as derivative liabilities are adjusted for changes in fair value at each reporting period, and the corresponding non-cash gain or loss is recorded as other income or expense in the statement of operations. As of September 30, 2018, the embedded conversion feature of $130,915 of convertible notes payable was classified as a derivative liability. Each reporting period the embedded conversion feature is re-valued and adjusted through the caption “change in fair value of derivative liabilities” on the statements of operations.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

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

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

Schedule of liabilities measured at fair value on a recurring basis

September 30, 2018:

Description	Level 1		Level 2		Level 3		Total Gains and (Losses)
Derivative	$	-	$	-	$	130,915	$	(41,894	)

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Property & Equipment (Tables)

9 Months Ended

Sep. 30, 2018

Property, Plant and Equipment [Abstract]

Schedule of Property & Equipment

	September 30, 2018			December 31, 2017
Equipment	$	14,904		$	14,904
Office equipment		2,458			-
Tooling / Molds		23,105			-
Less: accumulated depreciation		(8,141	)		(6,418	)
Fixed assets, net	$	32,326		$	8,486

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Convertible Notes (Tables)

9 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Schedule of derivative liability

Balance at December 31, 2017	$	-
Increase to derivative due to new issuances	$	89,020
Derivative loss due to mark to market adjustment	$	41,895
Balance at September 30, 2018	$	130,915

Schedule of quantitative information about significant unobservable inputs

Inputs	September 30, 2018			Initial Valuation
Stock price	$	.075		$	.55
Conversion price	$	.0244		$	.244
Volatility (annual)		375.66	%		261.04	%
Risk-free rate		2.47	%		2.34	%
Years to maturity		.77			1

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Restatement (Tables)

9 Months Ended

Sep. 30, 2018

Accounting Changes and Error Corrections [Abstract]

Schedule of changes made to statement of operations

	For the nine months ended September 30, 2017
	As Reported			Adjustment			As Restated
Operating expenses
Professional fees	$	(56,662	)	$	(11,800	)	$	(68,462	)
Consulting		(113,560	)		(345,075	)		(458,635	)
Officer compensation		(10,000	)		(8,000	)		(18,000	)
General and administrative		(21,236	)		(45	)		(21,281	)
Other expense
Interest expense		-			(1,869	)		(1,869	)
Net Loss	$	(201,458	)	$	(366,789	)	$	(568,247	)

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Summary of Significant Accounting Policies (Details)	Sep. 30, 2018 USD ($)
Derivative Total Gains and (Losses)	$ (41,894)
Level 1 [Member]
Derivative Total Gains and (Losses)
Level 2 [Member]
Derivative Total Gains and (Losses)
Level 3 [Member]
Derivative Total Gains and (Losses)	$ 130,915

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Summary of Significant Accounting Policies (Details Textual) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Summary of Significant Accounting Policies (Textual)
Embedded conversion feature of convertible notes payable	$ 130,915

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Going Concern (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Going Concern (Textual)
Accumulated deficit	$ (1,907,973)		$ (1,907,973)		$ (1,089,320)
Net loss	$ (348,919)	$ (110,048)	(818,653)	$ (568,247)
Net cash used in operating activities			$ (89,496)	$ (72,060)

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Property & Equipment (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Equipment	$ 14,904	$ 14,904
Office equipment	2,458
Tooling / Molds	23,105
Less: accumulated depreciation	(8,141)	(6,418)
Fixed assets, net	$ 32,326	$ 8,486

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Property & Equipment (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Property, Plant and Equipment (Textual)
Depreciation expense	$ 691	$ 516	$ 1,723	$ 3,843

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Loan Payable (Details) - USD ($)	1 Months Ended	9 Months Ended
	Apr. 26, 2018	Sep. 30, 2018	Aug. 30, 2018	Jul. 09, 2018	Jun. 12, 2013	Oct. 24, 2012
Percentage of accrue interest		5.00%
Description of loans payable	The Company agreed to repay the loan in full including accrued interest and $5,000 for legal fees. The $50,000 plus $7,341 was booked to retained earnings in 2016 as a correction of an error.	During the first six months LG has the option to convert the Note plus accrued interest at a fixed price of $0.10 per share. After the 6-month anniversary, the Conversion Price shall be equal to 60% of the lowest closing bid price for the eighteen prior trading days including the day of conversion. The Company accounted for the initial conversion feature as a beneficial conversion feature. A beneficial conversion feature arises when the conversion price of a convertible instrument is below the per share fair value of the underlying stock into which it is convertible. If LG were to convert at the price of $.10 they could convert the full $32,000 into 320,000 shares of common stock. Using the stock price on the date the note was issued of $.185 and the conversion price of $.10, the Company valued each share at $.085 for an additional expense of $27,200. The Company has accounted for the $27,200 has debt discount with a credit to additional paid in capital. The discount will be amortized over the six months.
Repaid loan for legal fees	$ 5,000
Paid towards due amount		$ 5,000	$ 32,000	$ 45,000
Interest accrued on the loan		$ 14,211
Mr. Wesson [Member]
Loaned amount					$ 20,000	$ 30,000

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Convertible Notes (Details)	9 Months Ended
	Sep. 30, 2018 USD ($)
Debt Disclosure [Abstract]
Beginning, balance
Increase to derivative due to new issuances	89,020
Derivative loss due to mark to market adjustment	41,895
Ending, balance	$ 130,915

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Convertible Notes (Details 1)	9 Months Ended
	Sep. 30, 2018 $ / shares
Stock price	$ .075
Conversion price	$ .0244
Volatility (annual)	375.66%
Risk-free rate	2.47%
Years to maturity	9 months 7 days
Initial Valuation [Member]
Stock price	$ .55
Conversion price	$ .244
Volatility (annual)	261.04%
Risk-free rate	2.34%
Years to maturity	1 year

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Convertible Notes (Details Textual) - USD ($)		1 Months Ended	9 Months Ended
	Jul. 09, 2018	Apr. 26, 2018	Sep. 30, 2018	Aug. 30, 2018	Dec. 31, 2017
Convertible Notes (Textual)
Note principal amount	$ 45,000		$ 5,000	$ 32,000
Note original issue discount	$ 3,000			$ 2,000
Note interest rate	12.00%			10.00%
Note conversion rate	39.00%
Derivative liability at fair value	$ 89,020
Amortization of debt discount	$ 42,000
Derivative			130,915
Amortized to interest expense of debt discount			$ 10,233
Debt instrument, description		The Company agreed to repay the loan in full including accrued interest and $5,000 for legal fees. The $50,000 plus $7,341 was booked to retained earnings in 2016 as a correction of an error.	During the first six months LG has the option to convert the Note plus accrued interest at a fixed price of $0.10 per share. After the 6-month anniversary, the Conversion Price shall be equal to 60% of the lowest closing bid price for the eighteen prior trading days including the day of conversion. The Company accounted for the initial conversion feature as a beneficial conversion feature. A beneficial conversion feature arises when the conversion price of a convertible instrument is below the per share fair value of the underlying stock into which it is convertible. If LG were to convert at the price of $.10 they could convert the full $32,000 into 320,000 shares of common stock. Using the stock price on the date the note was issued of $.185 and the conversion price of $.10, the Company valued each share at $.085 for an additional expense of $27,200. The Company has accounted for the $27,200 has debt discount with a credit to additional paid in capital. The discount will be amortized over the six months.
Amortized to interest expense			$ 4,533

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Common Stock (Details) - USD ($)	1 Months Ended	9 Months Ended
	Nov. 16, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Common Stock (Textual)
Common shares issued	1,087,261
Fair value of per share	$ 0.2125	$ 0.25
Granted shares of common stock		1,760,000
Total non-cash expense	$ 231,043	$ 440,000
Term of contract	6 months
Consulting expense		430,217		$ 57,761
Common stock to be issued				36,975
Accrued stock to be issued				$ 194,068
Shares were re-valued price		$ 0.231
Change in fair value		$ 16,895
Amortized to stock for services expense		173,282
Value of shares reduced		$ 40,584
Issuance of shares by the transfer agent		178,000
Sold shares of common stock		477,143
Total cash proceeds		$ 90,000
Consulting expense balance amount		$ 9,783

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Preferred Stock (Details) - Class A preferred shares [Member] - $ / shares	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017	Apr. 26, 2016	Feb. 25, 2016
Preferred Stock (Textual)
Class A Preferred stock, shares authorized	5,000,000	5,000,000
Class A Preferred stock, per value	$ 0.001
Preferred stock, voting rights	1:25 voting rights.
Class A Preferred stock, shares issued	3,500,000	3,500,000	1,500,000	2,000,000
Class A Preferred stock, shares outstanding	3,500,000	3,500,000
Preferred stock conversion to common stock	The fair value of the shares was based on the price quoted on the OTC pink sheets on the grant date for the common shares as the preferred shares have a preference of a 1 to 1 conversion to common stock.

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Related Party Transactions (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Related Party Transactions (Textual)
Due to shareholder	$ 179,191	$ 182,191

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Restatement (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Operating expenses
Professional fees	$ (5,650)	$ (8,250)	$ (41,750)	$ (68,462)
Consulting	(220,000)	(88,531)	(603,799)	(458,635)
Officer compensation	9,000	6,000	27,000	18,000
General and administrative	(8,289)	(6,637)	(21,990)	(21,281)
Other expense
Interest expense	(2,130)	(630)	(3,369)	(1,869)
Net Loss	$ (348,919)	$ (110,048)	$ (818,653)	(568,247)
As Reported [Member]
Operating expenses
Professional fees				(56,662)
Consulting				(113,560)
Officer compensation				(10,000)
General and administrative				(21,236)
Other expense
Interest expense
Net Loss				(201,458)
Adjustment [Member]
Operating expenses
Professional fees				(11,800)
Consulting				(345,075)
Officer compensation				(8,000)
General and administrative				(45)
Other expense
Interest expense				(1,869)
Net Loss				$ (366,789)