RMSL 10-Q
RemSleep Holdings Inc. (RMSL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
For the transition period from April 1, 2026 to June 30, 2026
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company | |||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| OTCPink |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of June 30, 2026 there were shares of common stock outstanding.
TABLE OF CONTENTS
| Page No. | ||
| PART I - FINANCIAL INFORMATION | 3 | |
| Item 1. | Financial Statements | 3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Plan of Operations | 13 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 16 |
| Item 4. | Controls and Procedures | 16 |
| PART II - OTHER INFORMATION | 17 | |
| Item 1. | Legal Proceedings | 17 |
| Item 1A. | Risk Factors | 17 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 17 |
| Item 3. | Defaults Upon Senior Securities | 17 |
| Item 4. | Mine Safety Disclosures | 17 |
| Item 5. | Other Information | 17 |
| Item 6. | Exhibits | 17 |
| Signatures | 18 | |
| 2 |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
REMSLEEP HOLDINGS, INC.
Balance Sheet
As at June 30, 2026
(Unaudited)
| Notes | As at June 30, 2026 (Unaudited) | As at December 31, 2025 (Unaudited) | ||||||||
| ($) | ||||||||||
| ASSETS | ||||||||||
| Current Assets | ||||||||||
| Cash and cash equivalents | 4 | |||||||||
| Inventory | 5 | |||||||||
| Other assets | 6 | |||||||||
| Total Current Assets | ||||||||||
| Other assets | ||||||||||
| Right of use assets | ||||||||||
| Property and equipment, net | ||||||||||
| Total Assets | ||||||||||
| EQUITY & LIABILITIES | ||||||||||
| Current Liabilities | ||||||||||
| Bank overdraft | ||||||||||
| Accounts payable | 7 | |||||||||
| Accrued compensation | 8 | |||||||||
| Convertible notes payable | 9 | |||||||||
| Derivative liability | 10 | |||||||||
| Convertible notes - interest accrued | ||||||||||
| Operating lease liability – current portion | ||||||||||
| Total Current Liabilities | ||||||||||
| Convertible notes | 11 | |||||||||
| Operating lease liability – net of current portion | ||||||||||
| Total Liabilities | ||||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding, respectively | ||||||||||
| Series A preferred stock, $ par value, shares authorized, and issued and outstanding | ||||||||||
| Series B preferred stock, $ par value, shares authorized, shares issued and outstanding | ||||||||||
| Series C preferred stock, $ par value, shares authorized, issued and outstanding | ||||||||||
| Discount to common stock | ( | ) | ( | ) | ||||||
| Additional paid in capital | ||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||
| Total Shareholders’ Equity | ( | ) | ||||||||
| Total Liabilities and Shareholders’ Equity | ||||||||||
The accompanying notes are an integral part of these financial statements.
| 3 |
REMSLEEP HOLDINGS, INC.
Statement of Operations
For the period ended June 30, 2026
| Notes | For the six months ended June 30, 2026 | For the six months ended June 30, 2025 | ||||||||
| (Amounts in $) | ||||||||||
| Revenue | ||||||||||
| Cost of goods sold | ( | ) | ||||||||
| Gross margin | ||||||||||
| Operating expenses | ||||||||||
| Professional fees | ( | ) | ( | ) | ||||||
| Compensation expenses | ( | ) | ( | ) | ||||||
| Development expenses | ( | ) | ||||||||
| Lease expense | ( | ) | ( | ) | ||||||
| General and administrative expenses | ( | ) | ( | ) | ||||||
| Income / (Loss) from operations | ( | ) | ( | ) | ||||||
| Other Income / (expense) | ||||||||||
| Interest expense | ( | ) | ( | ) | ||||||
| Loss on issuance of convertible debt | ( | ) | ( | ) | ||||||
| Gain/(loss) on conversion of debt | ( | ) | ||||||||
| Changes in fair value of derivative | ||||||||||
| Net Profit / (loss) before provision for Income taxes | ( | ) | ( | ) | ||||||
| Provision for income tax | ||||||||||
| Net Profit / (loss) | ( | ) | ( | ) | ||||||
The accompanying notes are an integral part of these financial statements.
| 4 |
REMSLEEP HOLDINGS, INC.
Statement of Shareholders’ Equity
As at June 30, 2026
(Unaudited)
| Common Stock | Preferred Stock A | Preferred Stock B | Preferred Stock C | Discount to Common | Additional Paid in | Accumulated Profit/ | ||||||||||||||||||||||||||
| Shares | Amount ($) | Shares | Amount ($) | Shares | Amount ($) | Shares | Amount ($) | Stock ($) | Capital ($) | (Deficit) ($) | Total ($) | |||||||||||||||||||||
| As at January 1, 2026 (Unaudited) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Profit / (loss) for the period | – | – | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||
| Capital issued | – | – | – | |||||||||||||||||||||||||||||
| As at June 30, 2026 (Unaudited) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| 5 |
REMSLEEP HOLDINGS, INC.
Statement of Cashflows
As at June 30, 2026
(Unaudited)
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (amounts in $) | ||||||||
| Cash flow from operating activities | ||||||||
| (Loss) / profit before income tax | ( | ) | (373,260 | ) | ||||
| Adjustment for non cash charges and other items: | ||||||||
| Depreciation / amortization | 14,227 | |||||||
| Change in fair value of derivatives | ( | ) | (283,361 | ) | ||||
| Loss on issuance of convertible debt | 118,654 | |||||||
| Loss on conversion of debt | 54,133 | |||||||
| Operating lease expense | 207,752 | |||||||
| Bad debt expense | 7,017 | |||||||
| Changes in working capital | 2,741 | |||||||
| Decrease / (increase) in inventory | ( | ) | (19,835 | ) | ||||
| Decrease / (increase) in deposit on inventory | 9,050 | |||||||
| Decrease / (increase) in prepaid and other assets | ( | ) | 15,300 | |||||
| (Decrease) / increase in accounts payable | (16,000 | ) | ||||||
| (Decrease) / increase in accrued compensation | – | |||||||
| (Decrease) / increase in notes payable | ( | ) | – | |||||
| (Decrease) / increase in accrued interest | ( | ) | 12,214 | |||||
| (Decrease) / increase in Derivative liability | – | |||||||
| Cash flow from operating activities | ( | ) | (251,368 | ) | ||||
| Cash flow from investing activities | ||||||||
| Additions in fixed assets | – | |||||||
| Cash flow from / (used) in investing activities | – | |||||||
| Cash flow from financing activities | ||||||||
| Proceeds from convertible note payable | 204,000 | |||||||
| Bank overdraft | – | |||||||
| Common stock issued during the year | – | |||||||
| Cash flow from financing activities | 204,000 | |||||||
| Increase / (decrease) in cash and cash equivalents | ( | ) | (47,368 | ) | ||||
| Cash and cash equivalents at beginning of the year | 463,343 | |||||||
| Cash and cash equivalents at end of the year | 415,975 | |||||||
The accompanying notes are an integral part of these financial statements.
| 6 |
REMSLEEP HOLDINGS, INC.
Notes to the Financial Statements
For the six months ended June 30, 2026
| 1 | LEGAL STATUS AND OPERATIONS |
| 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. |
| 2 | BASIS OF PREPARATION |
| 2.1 | Statement of compliance |
| These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company’s 10-K for its fiscal year ended December 31, 2025. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of June 30, 2026, and the results of its operations and cash flows for the six months then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year ending December 31, 2026. |
| 2.2 | Accounting Convention |
| These financial statements have been prepared on the basis of ‘historical cost convention using accrual basis of accounting except as otherwise stated in the respective accounting policies notes. | |
| Going concern | |
| The Company had accumulated losses and had a negative cash flow from operations for the reporting period. Further, the accumulated (deficit) has raised at that date, which raises substantial doubt about its ability to continue as a going concern. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from development of its natural properties. Management has plans to seek additional capital through private placement and public offering of its common stock. The financial statements don’t contain any adjustments relating to recoverability and classification of its recorded assets, or the amounts of and classification of its liabilities that might be necessary in the event the Company cannot continue to exist. | |
| 2.3 | Critical accounting estimates and judgements |
| The preparation of financial statements in conformity with the approved accounting standards require management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. | |
| The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods. | |
| 7 |
| The areas involving higher degree of judgment and complexity, or areas where assumptions and estimates made by the management are significant to the financial statements are as follows: | ||
| i) | Equipment - estimated useful life of equipment (note - 3.7) | |
| ii) | Exploration and evaluation cost (note - 3.4) | |
| iii) | Provision for doubtful debts (note - 3.4) | |
| iv) | Provision for income tax (note - 3.1) | |
| 3 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| 3.1 | Income tax |
| The tax expense for the year comprises of income tax, and is recognized in the statement of earnings. The income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. | |
| Deferred income tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred income tax liabilities are recognised for all taxable temporary differences and deferred income tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilized. Deferred income tax is calculated at the rates that are expected to apply to the period when the differences are expected to be reversed. |
| 3.2 | Trade and other payables |
| Liabilities for trade and other amounts payable are carried at cost, which is the fair value of the consideration to be paid in future for goods and services received, whether or not billed to the Company. |
| 3.3 | Provisions |
| A provision is recognized in the financial statements when the Company has a legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation. |
| 3.4 | Accounts Receivable |
| Accounts receivable are non-interest bearing obligations due under normal course of business. The management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of period ended is adequate. |
| 8 |
| 3.5 | Contingent liabilities |
| A contingent liability is disclosed when the Company has a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non-occurrence, of one or more uncertain future events, not wholly within the control of the Company; or when the Company has a present legal or constructive obligation, that arises from past events, but it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability. |
| 3.6 | Financial liabilities |
| Financial liabilities are recognized when the Company becomes party to the contractual provision of the instruments and the Company loses control of the contractual right that comprise the financial liability when the obligation specified in the contract is discharged, cancelled or expired. The Company classifies its financial liabilities in two categories: at fair value through profit or loss and financial liabilities measured at amortized cost. The classification depends on the purpose for which the financial liabilities were incurred. Management determines the classification of its financial liabilities at initial recognition. |
| (a) | Financial liabilities at fair value through profit or loss | |
| Financial liabilities at fair value through profit or loss are financial liabilities held for trading. A financial liability is classified in this category if incurred principally for the purpose of trading or payment in the short-term. Derivatives (if any) are also categorized as held for trading unless they are designated as hedges. | ||
| (b) | Financial liabilities measured at amortized cost | |
| These are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market. These are recognized initially at fair value, net of transaction costs incurred and are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the profit and loss account. |
| 9 |
| 3.7 | Property, plant and equipment | |
| All equipments are stated at cost less accumulated depreciation and impairment loss. The cost of fixed assets includes its purchase price, import duties and non-refundable purchase taxes and any directly attributable costs of bringing the asset to its working condition and location for its intended use. | ||
| Depreciation on additions to property, plant and equipment is charged, using straight line method, on pro rata basis from the month in which the relevant asset is acquired or capitalized, up to the month in which the asset is disposed off. Impairment loss, if any, or its reversal, is also charged to income for the year. Where an impairment loss is recognized, the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less its residual value, over its estimated useful life. | ||
| Maintenance and normal repair costs are expensed out as and when incurred. Major renewals and improvements are capitalized and assets so replaced, if any are retired. | ||
| Gains and losses on disposal of fixed assets, if any, are recognized in statement of profit and loss. | ||
| 3.8 | Cash and cash equivalents | |
| Cash and cash equivalents include cash in hand and deposits held at call with banks. For the purpose of the statement of cash flows, cash and cash equivalents bank balances and short term highly liquid investments subject to an insignificant risk of changes in value and with maturities of less than three months. | ||
| 3.9 | Revenue recognition |
| Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and the revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable for goods sold or services rendered, net of discounts and sales tax and is recognised when significant risks and rewards are transferred. |
| 3.10 | Functional and presentation currency |
| Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements are presented in US (Dollars) which is the Company’s presentation currency. All financial information presented in US Dollars has been rounded to the nearest dollar unless otherwise stated. |
| 3.11 | Foreign currency transactions |
| Foreign currency transactions are translated into the functional currency using the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates are recognized in the profit and loss account. |
| 10 |
| 3.12 | Contingencies |
| The assessment of the contingencies inherently involves the exercise of significant judgment as the outcome of the future events cannot be predicted with certainty. The Company, based on the availability of the latest information, estimates the value of contingent assets and liabilities, which may differ on the occurrence / non-occurrence of the uncertain future event(s). |
| 4 | Cash |
| This represent cash in hand and cash deposited in bank accounts (current) by the Company. |
| 5 | Inventory |
| Opening balance | $ | |||
| Net movement during the period | ||||
| $ |
| 6 | Other assets |
| Opening balance | $ | |||
| Net movement during the period | ||||
| $ |
| 7 | Accounts payable |
| Opening balance | $ | |||
| Net movement in liabilities during the period | ||||
| $ |
| 8 | Accrued compensation |
| Opening balance | $ | |||
| Net movement in liabilities during the period | ||||
| $ |
| 9 | Convertible notes payable |
| Opening balance | $ | |||
| Net movement in liabilities during the period | ( | ) | ||
| $ |
| 11 |
| 10 | Derivative liability |
| Opening balance | $ | |||
| Net movement in liabilities during the period | ( | ) | ||
| $ |
| 11 | Convertible notes |
| Outstanding balance | $ |
| 12 | Share Capital |
| This represents ordinary share capital issued by the Company at the par value. The shares issued by the company, if any, during the period are represented in statement of changes in equity. |
| 13 | Contingencies and Commitments |
| The company has no contingency and commitment as at the end of reporting period. |
| 14 | Other Information |
| i) Evaluation of Disclosure Controls and Procedures | |
| Management of the Company has evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of the Company had concluded that the Company’s disclosure controls and procedures as of the period covered by this Quarterly Report on Form 10-Q were effective. | |
| ii) Changes in internal control over financial reporting . | |
| Management of the Company has also evaluated, with the participation of the Chief Executive Officer of the Company, any change in the Company’s internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q and determined that there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. |
| Chief Executive | Director |
| 12 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS
Forward-looking Statements
Except for statements of historical fact, the information presented herein constitutes forward-looking statements. These forward-looking statements generally can be identified by phrases such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “foresees,” “intends,” “plans,” or other words of similar import. Similarly, statements herein that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, our ability to: successfully commercialize our technology; generate revenues and achieve profitability in an intensely competitive industry; compete in products and prices with substantially larger and better capitalized competitors; secure, maintain and enforce a strong intellectual property portfolio; attract additional capital sufficient to finance our working capital requirements, as well as any investment of plant, property and equipment; develop a sales and marketing infrastructure; identify and maintain relationships with third party suppliers who can provide us a reliable source of raw materials; acquire, develop, or identify for our own use, a manufacturing capability; attract and retain talented individuals; continue operations during periods of uncertain general economic or market conditions, and; other events, factors and risks previously and from time to time disclosed in our filings with the Securities and Exchange Commission. Although we believe the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on our forward-looking statements, which speak only as of the date of this report. Except as required by law, we do not undertake to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Overview
We were incorporated in the State of Nevada on June 6, 2007. On August 2, 2010, we changed our name from Bella Viaggio, Inc. to Kat Gold Holdings Corp. Effective January 1, 2015, we completed an exchange agreement to purchase 100% of the outstanding interests of REMSleep LLC in exchange for 50,000,000 common shares of REMSleep Holdings, Inc.’s stock, at which time REMSleep LLC became our wholly-owned subsidiary and adopted their business of developing and distributing our sleep apnea products. On January 5, 2015, we changed our name to REMSleep Holdings, Inc. to reflect our new business model.
Our officers have 35 years of sleep-industry experience, including having been employed at sleep industry companies. Our officers invented our DeltaWave CPAP interface (the “DeltaWave”) as an innovative new device to treat patients with sleep apnea. The patent-pending DeltaWave product is a nasal-pillows type interface that will result in better comfort and, therefore, better compliance since it was specifically designed with unique airflow characteristics to enable patients with sleep apnea to breathe normally. A survey that appeared in DME Business found that 89% of patients stated that mask-interface comfort was their primary concern. The primary issue that we have addressed with the DeltaWave is the “work of breathing” component. We believe that our DeltaWave is designed to effectively address the stubborn issues that continue to affect a patient’s ability to comply with treatment, as follows:
| ● | Does not disrupt normal breathing mechanics; |
| ● | Is not claustrophobic; |
| ● | Causes zero work of breathing (WOB); |
| ● | Minimizes or eliminates drying of the sinuses; |
| ● | Uses less driving pressure; and |
| ● | Allows users to feel safe and secure while sleeping. |
| 13 |
On June 28, 2016, we applied for a patent for a new, innovative sleep apnea product that serves as an interface for the delivery of CPAP therapy and other respiratory needs. Our goal is to develop sleep products that achieve optimum compliance and comfort for CPAP patients.
On April 27, 2021, Remsleep was awarded utility patent 10987481 for its new Deltawave CPAP Pillows Mask for delivery of CPAP therapy and other respiratory needs. On March 5, 2024, Remsleep was awarded design patent D1,017,025 S. Our goal is to continue to develop sleep products for the treatment of OSA and capture 10% of the market in the next 24 months.
Our website is located at: https://remsleep.com.
Results of Operations
The six months ended June 30, 2026 compared to the six months ended June 30, 2025
Revenues
We had no revenue for the six months ended June 30, 2026 and 2025.
Operating Expenses
Professional fees were $8,580 and $7,800 for the six months ended June 30, 2026 and 2025, respectively, an increase of $780 or 10.0%. Professional fees consist mostly of accounting, audit and legal fees.
Compensation expense was $29,700 and $27,000 for the six months ended June 30, 2026 and 2025, respectively, an increase of $2,700 or 10.0%. Compensation was paid to our former CEO and to Ms. Michaels and Mr. Marshall.
Development expenses were $0 and $17,200 for the six months ended June 30, 2026 and 2025, respectively, a decrease of $17,200. Our development expenses have decreased in the current period as we have completed the development and testing of our DeltaWave product.
Lease expenses were $6,200 and $24,891 for the six months ended June 30, 2026 and 2025, respectively, a decrease of $18,691 or 75.1%. In the current period we have a new, less expensive lease, in a new location.
General and administrative expenses (“G&A”) were $223,138 and $54,424 for the six months ended June 30, 2026 and 2025, respectively, an increase of $168,714 or 310.0%. Our largest G&A expenses in the current period consist principally of product expense and selling expense for payments to outside salespeople.
Other Expenses
The total other expense of $125,792 for the six months ended June 30, 2026, included $83,965 for interest expense and a loss on issuance of convertible debt of $94,454. These losses were partially offset by a $36,136 gain on conversion of debt and a $16,491 gain on the change in fair value of derivatives. The total other income of $45,827 for the six months ended June 30, 2025, included $76,332 for interest expense and a loss on the issuance of convertible debt of $85,867. These losses were offset by a $208,026 gain on the change in fair value of derivatives.
| 14 |
Net Loss
For the six months ended June 30, 2026, we had a net loss of $393,410 as compared to a net loss of $85,488 for the six months ended June 30, 2025. The $307,922 increase to our net loss is due to the reasons discussed above.
Liquidity and Capital Resources
Cash flow from operations
Cash used in operating activities for the six months ended June 30, 2026, was $418,377.
Cash Flows from Financing
For the six months ended June 30, 2026, we received $35,000 in cash from the issuance of convertible notes payable. Together with $80,420 attributable to common stock issued during the period, net cash provided by financing activities was $115,420.
Going Concern
As of June 30, 2026, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow from revenue to fund our proposed business.
We have suffered recurring losses from operations since our inception. In addition, we have yet to generate an internal cash flow from our business operations or successfully raised the financing required to develop our proposed business. As a result of these and other factors, our independent auditor has expressed substantial doubt about our ability to continue as a going concern. Our future success and viability, therefore, are dependent upon our ability to generate capital financing. The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon us and our shareholders.
On or about June 1, 2026, the Company began implementing certain operational and administrative changes in connection with its transition plan under new management. The Company has closed its former office located in Georgia and has relocated its principal office operations to Florida. In connection with the relocation, the Company has also established a new warehouse facility in Florida to support its ongoing business operations located at 1900 6th Ave, South Lake Worth, FL 33461. The Company is transitioning its business model away from the prior retail “cash and carry” walk-in traffic model in the rural town of Blackshear, Georgia, toward a business model focused more heavily based on Internet e-commerce and e-retail sales channels such as eBay and similar e-tailers launching nationwide and then moving on to International markets.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies
Refer to Note 2 to the Financial Statements for the six months ended June 30, 2026, for a discussion of our critical accounting policies and our Form 10-K for the year ended December 31, 2025, for a full discussion of our critical accounting policies and procedures.
| 15 |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our principal executive officer and principal financial officer have evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a - 15(e) and 15d - 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on their evaluation, each such person concluded that our disclosure controls and procedures were not effective as of March 31, 2026 due to a lack of segregation of duties.
In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.
Changes in Internal Control over Financial Reporting.
Our management has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter. Based on that evaluation, management concluded that there has been no change in our internal control over financial reporting during the relevant period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended March 31, 2026, 1800 Diagonal converted $79,900 and $6,270 of principal and interest, respectively, into 35,419,997 shares of common stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.
The Company previously disclosed certain matters relating to changes in control, management changes, and compensatory arrangements in a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 4, 2026. Such disclosures are incorporated herein by reference.
During the quarter
ended June 30, 2026,
ITEM 6. EXHIBITS
(a) Documents furnished as exhibits hereto:
| Exhibit No. | Description | |
| 10.1 (1) | Convertible Promissory Note and Securities Purchase Agreement, Quick Capital LLC, January 27, 2026 | |
| 31.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101). |
| (1) | Previously filed with Form 10-K on April 15, 2026. |
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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, INC. | ||
| Date: August 14, 2026 | By: | /s/ Sanja Pekovic |
| Sanja Pekovic | ||
| Chief Executive Officer (Principal Executive Officer) (Principal Financial and Accounting Officer) | ||
| Date: August 14, 2026 | By: | /s/ Teresita Rubio |
| Teresita Rubio | ||
| Chairman of the Board |
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