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, 2019

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 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 ☐ 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 ☒.

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 stock	RMSL	OTC Markets - Pink

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of as of May 12, 2019, there were 10,220,931 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.	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	12
Item 4	Controls and Procedures.	13
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	14
Item 1A.	Risk Factors.
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	14
Item 3.	Defaults Upon Senior Securities.	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information.	14
Item 6.	Exhibits.	14
Signatures		15

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REMSLEEP HOLDINGS, INC.

Condensed Balance Sheets as of March 31, 2019 (unaudited) and December 31, 2018	2
Condensed Statements of Operations for the Three Months Ended March 31, 2019 and 2018 (unaudited)	3
Condensed Statements of Stockholders’ Deficit for the Three Months Ended March 31, 2019 and 2018 (unaudited)	4
Condensed Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018 (unaudited)	5
Notes to the Condensed Financial Statements (unaudited)	6

1

REMSLEEP HOLDINGS, INC.

CONDENSED BALANCE SHEETS

	March 31, 2019			December 31, 2018
ASSETS	(Unaudited)
Current assets:
Cash	$	44,352		$	16,640
Prepaid expenses		7,334			2,000
Total current assets		51,686			18,640
Property and equipment, net		61,524			38,436
Total Assets	$	113,210		$	57,076
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	248,882		$	240,399
Accrued compensation		3,500			-
Accrued interest		23,042			18,508
Accrued interest – related party		5,523			-
Convertible Notes, net of discount of $94,806 and $33,759		66,389			43,241
Derivative Liability		648,433			96,110
Loan payable – related party		179,191			179,191
Loans payable		58,940			59,712
Total Current Liabilities		1,233,900			637,161
Total Liabilities		1,233,900			637,161
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, 5,839,185 and 4,315,894 shares issued and outstanding, respectively		5,839			4,316
Common stock to be issued		228,604			228,604
Additional paid in capital		633,621			584,017
Accumulated Deficit		(2,093,754	)		(1,502,022	)
TOTAL STOCKHOLDERS’ DEFICIT		(1,120,690	)		(580,085	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	113,210		$	57,076

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 March 31,
	2019			2018
Operating Expenses:
Professional fees	$	15,500		$	16,150
Consulting		-			117,521
Compensation expense – related party		18,000			6,000
General and administrative		16,369			4,939
Total operating expenses		49,869			144,610
Loss from operations		(49,869	)		144,610
Other expenses:
Interest expense		(10,487	)		(616	)
Discount amortization		(43,953	)		-
Loss on issuance of convertible debt		(125,709	)		-
Change in fair value of derivative		(361,714	)		(16,895	)
Total other expense		(541,863	)		(17,511	)
Loss before income taxes		(591,732	)		(162,121	)
Provision for income taxes		-			-
Net Loss	$	(591,732	)	$	(162,121	)
Net loss per share, basic and diluted	$	(0.12	)	$	(0.04	)
Weighted average common shares outstanding, basic and diluted		4,736,389			3,678,577

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

3

REMSLEEP HOLDINGS, INC.

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED MARCH 31, 2018

(Unaudited)

	Series A Preferred Shares		Series A Preferred Stock Amount		Common Shares		Common Stock Amount		Common stock to be issued		Additional Paid-in Capital		Accumulated Deficit			Total
Balance, December 31, 2017		3,500,000		105,000		3,610,751		3,611		58,225		424,938		(1,089,320	)		(497,546	)
Common stock sold for cash		-		-		327,143		327		-		77,173		-			77,500
Common stock issued for services		-		-		-		-		210,963		-		-			210,963
Net loss for the three months ended March 31, 2018		-		-		-		-		-		-		(412,702	)		(412,702	)
Balance, March 31, 2018		3,500,000	$	105,000		3,937,894	$	3,938	$	269,188	$	502,111	$	(1,502,022	)	$	(621,785	)

REMSLEEP HOLDINGS, INC.

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED MARCH 31, 2019

(Unaudited)

	Series A Preferred Shares		Series A Preferred Stock Amount		Common Shares		Common Stock Amount		Common stock to be issued		Additional Paid-in Capital		Accumulated Deficit			Total
Balance, December 31, 2018		3,500,000		105,000		4,315,894	$	4,316	$	228,604	$	584,017	$	(1,502,022	)	$	(580,085	)
Common stock issued for conversion of debt		-		-		1,523,291		1,523		-		49,604		-			51,127
Net loss for the three months ended March 31, 2019		-		-		-		-		-		-		(591,732	)		(591,732	)
Balance, March 31, 2019		3,500,000	$	105,000		5,839,185	$	5,839	$	228,604	$	633,621	$	(2,093,754	)	$	(1,120,690	)

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

4

REMSLEEP HOLDINGS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Three Months Ended March 31,
	2019			2018
Cash Flows from Operating Activities:
Net loss	$	(591,732	)	$	(162,121	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation expense		1,402			516
Stock compensation expense		-			115,521
Change in fair value of derivative		361,714			16,895
Discount amortization		43,953			-
Loss on issuance of convertible debt		125,709			-
Changes in Operating Assets and Liabilities
Prepaids		(5,334	)		-
Accounts Payable		8,484			3,020
Accrued officer compensation		3,500			(1,700	)
Accrued interest		4,755			616
Accrued interest – related party		5,523			-
Net cash used in operating activities		(42,026	)		(27,253	)
Cash Flows from Investing Activities:
Purchase of equipment		(24,490	)		-
Net Cash used in investing activities		(24,490	)		-
Cash Flows from Financing Activities:
Proceeds/repayments – related party		-			-
Repayment of loans		(772	)		-
Proceeds from convertible notes payable		95,000			-
Proceeds from sale of common stock		-			77,500
Net cash provided by financing activities		94,228			77,500
Net increase in cash		27,712			50,247
Cash at beginning of the period		16,640			2,015
Cash at end of the period	$	44,352		$	52,261
Supplemental cash flow information:
Interest paid in cash	$	-		$	-
Taxes paid	$	-		$	-
Supplemental non-cash disclosure:
Common stock issued for conversion of debt	$	16,026		$	-

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

5

REMSLEEP HOLDINGS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

March 31, 2019

(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 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, 2018. 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, 2019 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, 2019.

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.

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.

6

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

March 31, 2019:

Description	Level 1		Level 2		Level 3		Total Gains and (Losses)
Derivative	$	-	$	-	$	648,433	$	(361,714	)

December 31, 2018:

Description	Level 1		Level 2		Level 3		Total Gains and (Losses)
Derivative	$	-	$	-	$	96,110	$	(23,985	)

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 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 $2,093,754 at March 31, 2019, had a net loss of $591,732 and net cash used in operating activities of $42,026 for the three months ended March 31, 2019. 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 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, 2019			December 31, 2018
Equipment	$	14,904		$	14,904
Office equipment		2,458			2,458
Automobile		16,963			16,963
Tooling / Molds		47,595			23,105
Less: accumulated depreciation		(20,396	)		(18,994	)
Fixed assets, net	$	61,524		$	38,436

Depreciation expense

Depreciation expense for the three months ended March 31, 2019 and 2018 was $1,402 and $516, respectively.

7

NOTE 5 - LOANS 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 March 31, 2019, there is $45,000 and $15,471 of principal and interest due on this loan. As of December 31, 2018, there is $45,000 and $14,841 of principal and interest due on this loan.

On March 23, 2018, the Company purchased an automobile. The purchase price was $16,963 The interest rate on the loan is 5.8% and matures on April 7, 2023. Payments on the loan, consisting of principal and interest, are $327 per month. As of March 31, 2019, the balance on this loan is $13,940.

NOTE 6 - 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 March 31, 2019, the Company fair valued the derivative at $116,978. In addition, $29,671 of the debt discount has been amortized to interest expense. The Company noted that calculations using the Black Scholes model are materially consistent with those of the Binomial model.

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 $0.10 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 was fully amortized as of March 31, 2019. After the 6-month anniversary, 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 $36,331 based on the Black Scholes Merton pricing model. As of March 31, 2019, the Company fair valued the derivative at $98,138. The Company noted that calculations using the Black Scholes model are materially consistent with those of the Binomial model.

On January 23, 2019, the Company issued a Convertible Promissory Note in favor of ONE44 Capital LLC (“One44”). The principal amount of the Note is $100,000 and carries an interest rate of 12% per annum. It becomes due and payable with accrued interest on January 23, 2020. One44 has the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate is a 55% discount to the lowest 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 $189,378 based on the Black Scholes Merton pricing model and a corresponding debt discount of $100,000 to be amortized utilizing the interest method of accretion over the term of the note. As of March 31, 2019, the Company fair valued the derivative at $433,316. In addition, $23,356 of the debt discount has been amortized to interest expense. The Company noted that calculations using the Black Scholes model are materially consistent with those of the Binomial model.

8

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		7,090
Balance at December 31, 2018		96,110
Increase to derivative due to new issuances		225,709
Decrease to derivative due to conversion		(35,100	)
Derivative loss due to mark to market adjustment		361,714
Balance at March 31, 2019	$	648,433

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 three months ended March 31, 2019 is as follows:

Inputs	March 31, 2019			Initial Valuation
Stock price	$	.0245		$	.55 - .032
Conversion price	$	.006		$	.244 - .0055
Volatility (annual)		207.28 – 373.79%			261.04% - 353.43
Risk-free rate		2.4	%		2.34% - 2.58
Years to maturity		.27 - .82			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

NOTE 7 - 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 March 31, 2019 and December 31, 2018, the balance due on these loans is $179,191 and $179,191, respectively. Beginning on January 1, 2019, the balance due will accrue interest at 12.5%. As of March 31, 2019, total accrued interest is $5,523.

The Company executed an employment agreement with its CEO, Tom Wood, on January 1, 2018. Per the terms of the agreement Mr. Wood is to be compensated $3,000 per month. The agreement expired on January 2, 2019; however, that Company will renew the agreement for another year.

The Company executed an employment agreement with its Chairman, Russell Bird, on January 1, 2019. Per the terms of the agreement Mr. Wood is to be compensated $3,000 per month.

NOTE 8 - COMMON STOCK

During the three months ended March 31, 2019, PowerUp converted $11,435 of principal into 939,138 shares of common stock.

During the three months ended March 31, 2019, LG Capital converted $4,370 and $221 of principal and interest, respectively, into 584,153 shares of common stock.

NOTE 9 - SUBSEQUENT EVENTS

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

Subsequent to March 31, 2019, PowerUp converted $21,740 into 2,836,769 shares of common stock.

Subsequent to March 31, 2019, LG Capital converted $8,560 and $592, of principal and interest, respectively, into 1,544,977 shares of common stock.

On May 3, 2019, the Company issued a Convertible Promissory Note in favor of Odyssey Capital. The principal amount of the Note is $100,000 (less $5,000 for fees) and carries an interest rate of 12% per annum. The note matures on May 2, 2020 and is convertible into shares of common stock at any time at a 55% discount to the lowest trade in the twenty days preceding the conversion.

9

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

Forward-looking Statements

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

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

● Our failure to earn revenues or profits;

● Inadequate capital to continue business;

● Volatility or decline of our stock price;

● Potential fluctuation in quarterly results;

● Rapid and significant changes in markets;

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

● Insufficient revenues to cover operating costs.

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

Overview

We were incorporated in the State of Nevada on June 6, 2007. On August 26, 2010, we changed our name from Bella Viaggio, Inc. to Kat Gold Holdings Corp. Effective January 1, 2015, we 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.

10

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

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

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

Results of Operations

The three months ended March 31, 2019 compared to the three months ended March 31, 2018

Professional fees were $15,500 compared to $16,150 for the three months ended March 31, 2019 and 2018, respectively, a decrease of $650, or 4%. Professional fees consist mostly of accounting, audit and legal fees. The decrease in the current period is due to lower legal expense.

Consulting expense was $0 compared to $117,521 for the three months ended March 31, 2019 and 2018, respectively. In the prior period we recognized $115,521 of non-cash stock compensation expense. There was no consulting expense incurred in the current period.

Compensation expense was $18,000 and $6,000 for the three months ended March 31, 2019 and 2018, respectively, an increase of $12,000. The increase is due to an increase in monthly compensation to our CEO and Chairman.

General and administrative expense was $16,369 and $4,939 for the three months ended March 31, 2019 and 2018, respectively, an increase of $11,430, or 231.4%. The increase in the current period can be largely attributed to an increase in depreciation, development and web design expense.

Total other expense for the three months ended March 31, 2019, was $541,863. Other expense includes $43,953 of debt discount amortization, a $125,709 loss on the issuance of convertible debt and a loss in the change of fair value of $361,714. These are all expenses related to convertible debt. We also incurred $10,487 of interest expense. In the prior period we had $616 of interest expense and a loss in the change of fair value of $16,895.

Net Loss

For the three months ended March 31, 2019, we had a net loss of $591,732 as compared to a net loss of $162,121 for the three months ended March 31, 2018. Our net loss was higher in the current period primarily due to the expense associated with the other non-cash expense from the issuance of convertible debt.

Liquidity and Capital Resources

Cash flow from operations

Cash used in operating activities for the three months ended March 31, 2019 was $42,026 as compared to $27,253 cash used in operating activities for the three months ended March 31, 2018.

Cash Flows from Investing

Cash used in investing activities for the three months ended March 31, 2019 was $24,490 as compared to $0 of cash used in investing activities for the three months ended March 31, 2018.

Cash Flows from Financing

For the three months ended March 31, 2019, we received $95,000 from the issuance of convertible debt and repaid $772 on our auto loan. For the three months ended March 31, 2018, we received $77,500 from the sale of common stock.

As of March 31, 2018, we owe $161,195 to our convertible debt holders.

Going Concern

As of March 31, 2019, 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.

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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

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 2 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes.  Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

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

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

Recent Accounting Pronouncements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

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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 March 31, 2019. 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.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

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

During the three months ended March 31, 2019, PowerUp converted $11,435 of principal into 939,138 shares of common stock.

During the three months ended March 31, 2019, LG Capital converted $4,370 and $221 of principal and interest, respectively, into 584,153 shares of common stock.

Subsequent to March 31, 2019, PowerUp converted $21,740 into 2,836,769 shares of common stock.

Subsequent to March 31, 2019, LG Capital converted $8,560 and $592, of principal and interest, respectively, into 1,544,977 shares of common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(a) Documents furnished as exhibits hereto:

Exhibit No.	Description
31.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101. INS	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

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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: May 15, 2019	By:	/s/ Tom Wood
		Tom Wood
		Chief Executive Officer/ Principal Financial Officer/Director

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