rmsl-20260331

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, 2026

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

For the transition period from _____________ to _____________

Commission File Number: 000-53450

REMSLEEP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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

500 S Australian Ave, West Palm Beach FL 3341

(Address of principal executive offices) (Zip Code)

561-668-0846

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		RMSL		OTCPink

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of June 9, 2026 there were 1,694,610,123 shares of common stock outstanding.

TABLE OF CONTENTS

		Page No.

PART I. - FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Plan of Operations	2

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5

Item 4	Controls and Procedures	5

PART II - OTHER INFORMATION		6

Item 1.	Legal Proceedings	6

Item 1A.	Risk Factors	6

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6

Item 3.	Defaults Upon Senior Securities	6

Item 4.	Mine Safety Disclosures	6

Item 5.	Other Information	6

Item 6.	Exhibits	6

Signatures		7

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REMSLEEP HOLDINGS, INC.

Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025 (audited)		F-1

Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (unaudited)		F-2

Statements of Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2026 and 2025 (unaudited)		F-3

Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (unaudited)		F-4

Notes to the Financial Statements (unaudited)		F-5

REMSLEEP HOLDINGS, INC.
BALANCE SHEETS

	March 31, 2026			December 31, 2025
ASSETS	(Unaudited)			(Audited)
Current assets:
Cash	$	87,953		$	214,514
Other current assets		2,500			4,375
Inventory		70,356			46,304
Total current assets		160,809			265,193

Other asset		10,000			10,000
Right of use asset		21,716			26,207
Property and equipment, net		30,987			38,356

Total Assets	$	223,512		$	339,756

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities:
Accounts payable	$	173,357		$	114,761
Accrued compensation		51,000			46,000
Convertible note payable, net of $52,986 and $127,701 debt discount, respectively		15,139			52,199
Accrued interest		6,813			4,607
Derivative liability		78,038			63,920
Operating lease liability – current portion		17,928			18,154
Total current liabilities		342,275			299,641
Long Term Liabilities
Operating lease liability – net of current portion		3,788			8,053
Total Liabilities		346,063			307,694

Commitments and Contingencies		—			—

STOCKHOLDERS’ EQUITY (DEFICIT):

Series A preferred stock, $0.001 par value, 5,000,000 shares authorized, 5,000,000 and issued and outstanding		5,000			5,000
Series B preferred stock, $0.001 par value, 5,000,000 shares authorized, 500,000 shares issued and outstanding		500			500
Series C preferred stock, $0.001 par value, 5,000,000 shares authorized, 4,000,000 and 4,000,000 issued and outstanding, respectively		4,000			4,000
Common stock, $0.001 par value, 3,000,000,000 shares authorized, 1,694,610,123 and 1,659,190,126 shares issued and outstanding, respectively		1,694,609			1,659,189
Discount to common stock		(94,708	)		(94,708	)
Additional paid in capital		16,849,028			16,749,137
Accumulated Deficit		(18,580,980	)		(18,291,056	)
Total Stockholders’ Equity (Deficit)		(122,551	)		32,062

Total Liabilities and Stockholders’ Equity (Deficit)	$	223,512		$	339,756

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

F-1

REMSLEEP HOLDINGS, INC.
STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended   March 31,
	2026			2025
Revenue	$	—		$	—

Operating Expenses:
Professional fees	$	2,276		$	7,800
Compensation expense – related party		44,140			27,000
Development expense		—			17,200
Lease expense		4,800			24,891
General and administrative		180,132			54,424

Total operating expenses		231,348			131,315

Loss from operations	$	(231,348	)	$	(131,315	)

Other income (expense):
Interest expense		(51,317	)		(76,332	)
Loss on issuance of convertible debt		(79,898	)		(85,867	)
Gain on conversion of debt		36,136			—
Change in fair value of derivative		36,503			208,026
Total other expense (income)		(58,576	)		45,827

Loss before income taxes		(289,924	)		(85,488	)

Provision for income taxes		—			—

Net Loss	$	(289,924	)	$	(85,488	)

Net loss per share, basic and diluted	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding, basic and diluted		1,690,499,870			1,526,104,679

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

F-2

REMSLEEP HOLDINGS, INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(Unaudited)

	Series A Preferred Stock				Series B Preferred Stock				Series C Preferred Stock				Common Stock				Discount to Common			Additional Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Stock			Capital		Deficit			Total
Balance, December 31, 2025		5,000,000	$	5,000		500,000	$	500		4,000,000	$	4,000		1,659,190,126	$	1,659,189	$	(94,708	)	$	16,749,137	$	(18,291,056	)	$	32,062
Common stock issued for debt		—		—		—		—		—		—		35,419,997		35,420		—			99,891		—			135,311
Net Loss		—		—		—		—		—		—				—		—			—		(289,924	)		(289,924	)
Balance, March 31, 2026		5,000,000	$	5,000		500,000	$	500		4,000,000	$	4,000		1,694,610,123	$	1,694,609	$	(94,708	)	$	16,849,028	$	(18,580,980	)	$	(122,551	)

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

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

F-3

REMSLEEP HOLDINGS, INC.
STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended  March 31,
	2026			2025
Cash Flows from Operating Activities:
Net loss	$	(289,924	)	$	(85,488	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		7,369			4,836
Change in fair value of derivative		(36,503	)		(208,026	)
Loss on issuance of convertible debt		79,898			85,867
Discount amortization		42,840			70,738
Gain on conversion of debt		(36,136	)		—
Debt conversion fee		6,000			—
Operating lease expense		—			7,018
Changes in Operating Assets and Liabilities:
Prepaids and other assets		1,875			3,900
Inventory		(24,051	)		—
Deposit on inventory		—			(1,512	)
Accounts payable		58,595			(2,601	)
Deferred revenue		—			579
Accrued compensation – related party		5,000			9,000
Accrued interest		8,476			5,593
Net cash used by operating activities		(176,561	)		(110,096	)

Cash Flows from Financing Activities:
Proceeds from convertible note payable		50,000			154,000
Net cash provided by financing activities		50,000			154,000

Net change in cash		(126,561	)		43,904
Cash at beginning of the period		214,514			463,343
Cash at end of the period	$	87,953		$	507,247

Supplemental cash flow information:
Interest paid in cash	$	—		$	—
Taxes paid	$	—		$	—
Supplemental disclosure of non-cash activity:
Debt discount to be amortized	$	52,986		$	219,724
Common stock issued for note payable principal and accrued interest	$	135,311		$	—

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

F-4

REMSLEEP HOLDINGS, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2026

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

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”).

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of March 31, 2026 and December 31, 2025.

Property and Equipment

Fixed assets are carried at the lower of cost or net realizable value. All fixed assets with a cost of $2,000 or greater are capitalized. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Leasehold improvements are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations.

Shipping and Handling Costs

Shipping and handling costs consist of expenses incurred to transport products to customers (“outbound freight”) and costs incurred to acquire inventory from suppliers (“inbound freight”). Inbound freight costs incurred to transport inventory from suppliers to the Company’s facilities are capitalized as a component of inventory and are recognized in cost of goods sold when the related inventory is sold. Outbound shipping and handling costs incurred to deliver products to customers are classified as operating expenses within general and administrative Expenses in the accompanying Statements of Operations.

F-5

Basic and Diluted Earnings Per Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. Diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.

As of March 31, 2026, the Company had approximately 5,000,000 potentially dilutive shares from Series A preferred stock, 50,000,000 from Series B preferred stock, 1,200,000,000 from Series C preferred stock and approximately 16,993,000 potentially dilutive shares from convertible debt.

As of December 31, 2025, the Company had approximately 5,000,000 potentially dilutive shares from Series A preferred stock, 50,000,000 from Series B preferred stock, 1,200,000,000 from Series C preferred stock and 82,101,000 potentially dilutive shares from convertible debt.

Stock-Based Compensation

We account for equity-based transactions with employees and non-employees under the provisions Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) of ASC Topic 718, “Compensation – Stock Compensation” (“Topic 718”), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in Topic 718.

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.

F-6

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

		Total Fair Value at March 31, 2026				Quoted prices in active markets (Level 1)				Significant other observable inputs (Level 2)				Significant unobservable inputs (Level 3)
Derivative liabilities		$	78,038			$	—			$	—			$	78,038

		Total Fair Value at December 31, 2025				Quoted prices in active markets (Level 1)				Significant other observable inputs (Level 2)				Significant unobservable inputs (Level 3)
Derivative liabilities		$	63,920			$	—			$	—			$	63,920

Revenue Recognition

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

●

Identification of a contract with a customer;

●

Identification of the performance obligations in the contract;

●

Determination of the transaction price;

●

Allocation of the transaction price to the performance obligations in the contract; and

●

Recognition of revenue when or as the performance obligations are satisfied.

Revenue is recognized at the point in time when control of the promised goods transfers to the customer, which occurs upon shipment. Payment terms are net 30 days.

Warranties

Up until December 31, 2024, the Company was selling its ResPlus Auto CPAP Machine (“ResPlus”). The ResPlus is imported by the Company and sold primarily to Durable Medical Equipment companies to patients with sleep apnea. The manufacturer warranties the unit for 2 years parts and labor. As of March 31, 2026, there is no accrual for warranty expense due to the low cost of replacement to date. If returns are to increase, management will determine if it needs to account for the cost of returns and establish a warranty accrual.

Accounts Receivable and Allowance for Credit Losses

Revenues that have been recognized but not yet received are recorded as accounts receivable. The Company estimates its allowance for credit losses using the Current Expected Credit Loss (CECL) model under ASC 326. The CECL model requires recognition of expected credit losses over the contractual life of financial assets held at the reporting date, considering the nature of debt, industry expectations, current conditions, and reasonable and supportable forecasts.

F-7

Financial assets subject to CECL include trade receivables, if any. The Company groups financial assets based on shared risk characteristics and evaluates them collectively. The allowance is measured using a combination of historical activity, industry expectations, adjusted for current economic trends and forward-looking factors such as industry outlook and macroeconomic indicators (e.g., unemployment rate, GDP).

Under CECL, the carrying amount of a financial asset (net of the allowance for credit losses) represents the amount the Company expects to collect. This means that when the CECL estimate is appropriately recorded, the net reported balance of financial assets reflects management’s best estimate of collectible cash flows, based on available and supportable information.

Management reviews the adequacy of the allowance at each reporting period and updates estimates as appropriate. Changes in estimates are recorded in the income statement as a component of credit loss expense.

As of March 31, 2026 and December 31, 2025, there are no accounts receivable.

Inventories

Inventories are stated at the lower of cost or net realizable value. Inventory on hand consists of finished goods purchased from third parties. When there is evidence that the inventory’s value is less than original cost, the inventory is reduced to market value. We determine market value on current resale amounts and whether technological obsolescence exists. As of March 31, 2026 and December 31, 2025, there is $70,356 and $46,304 of inventory of our Deltawave CPAP machines, respectively.

Recently Adopted Accounting Pronouncements

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

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 $18,580,980 at March 31, 2026, had a net loss of $289,924 and net cash used in operating activities of $176,561 for the three months ended March 31, 2026. 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.

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.

F-8

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, 2026			December 31, 2025
Furniture/fixtures	$	12,065		$	12,065
Office equipment		12,404			12,404
Automobile		37,410			37,410
Tooling/Molds		86,205			86,205
Less: accumulated depreciation		(117,097	)		(109,728	)
Fixed assets, net	$	30,987		$	38,356

Depreciation expense

Depreciation expense for the three months ended March 31, 2026 and 2025 was $7,369 and $4,836, respectively.

NOTE 5 – CONVERTIBLE NOTE PAYABLE

On June 10, 2025, the Company issued a 10% Convertible Promissory Note for $62,700 to 1800 Diagonal Lending LLC. The Note includes an OID of $12,700 and matures on March 30, 2026. The Note is convertible into shares of common stock, beginning 180 days after the date of issue, at a 30% discount to the average of the three lowest trades during the ten days prior to the date of conversion. The Company recorded an original debt discount of $62,700 ($12,700 OID, $50,000 from derivative) to be amortized over the term of the loan. This note was converted in full to shares of common stock during the three months ended March 31, 2026.

On August 15, 2025, the Company issued a 10% Convertible Promissory Note for $62,700 to 1800 Diagonal Lending LLC. The Note includes an OID of $12,700 and matures on May 30, 2026. The Note is convertible into shares of common stock, beginning 180 days after the date of issue, at a 30% discount to the average of the three lowest trades during the ten days prior to the date of conversion. The Company recorded an original debt discount of $62,700 ($12,700 OID, $50,000 from derivative) to be amortized over the term of the loan. This note was converted in full to shares of common stock during the three months ended March 31, 2026.

On January 27, 2026, the Company issued a 10% Convertible Promissory Note for $68,125 to Quick Capital, LLC. The Company recorded an original debt discount of $68,125 ($18,125 OID, $50,000 from derivative) to be amortized over the term of the loan. The OID includes $4,500 withheld for legal fees. The Note matures nine months after the issue date. The Note is convertible into shares of common stock, at a 30% discount to the lowest closing bid during the ten days prior to the date of conversion. During the three months ended March 31, 2026, $15,139 was amortized to interest expense. The debt discount balance as of March 31, 2026, is $52,986.

F-9

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

Balance at December 31, 2024	$	152,014
Increase to derivative due to new issuances		223,981
Decrease to derivative due to conversion/repayments		(78,193	)
Derivative gain due to mark to market adjustment		(233,882	)
Balance at December 31, 2025		63,920
Increase to derivative due to new issuances		180,727
Decrease to derivative due to conversion/repayments		(130,106	)
Derivative gain due to mark to market adjustment		(36,503	)
Balance at March 31, 2026	$	78,038

A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of March 31, 2026 and December 31, 2025 is as follows:

Inputs	March 31 2026			December 31 2025			Initial Valuation
Stock price	$	0.0066		$	0.0017		$	0.007
Conversion price	$	0.0044		$	0.00103		$	0.002
Volatility (annual)		231.34	%		147.28 – 160.92	%		212.58	%
Risk-free rate		3.72	%		3.59 – 3.67	%		3.57	%
Dividend rate		—			—			—
Years to maturity		0.57			0.41 – 0.24			0.75

NOTE 6 – RELATED PARTY TRANSACTIONS

The Company executed a new employment agreement with Mr. Wood on January 1, 2025. Per the terms of the agreement Mr. Wood was to be compensated $9,000 per month. During the three months ended March 31, 2026 and 2025, cash payments of $13,000 ($6,500 of which was debited to accruals) and $18,000, respectively, were paid to Mr. Wood. On February 26, 2026, Thomas Wood, the Company’s founder, Chairman of the Board of Directors, and Chief Executive Officer passed away.

During the three months ended March 31, 2026 and 2025, the Company paid $0 and $12,500, respectively, to the brother of Mr. Wood, for services related to development of the Company’s product.

Effective March 2, 2026, Anita Michaels, the sole surviving member of the Board following Mr. Wood’s passing, COO, and his sister, acted by written consent in lieu of a meeting to reconstitute the Board. Mrs. Michaels elected herself as Chairman of the Board and appointed Jeffrey Marshall, and Alexander Johnson as directors. Mr. Marshall was also appointed as the new CEO. Refer to Note 12 for subsequent change of control and management.

During the three months ended March 31, 2026, the Company incurred $22,640 of compensation expense for Ms. Michaels. As of March 31, 2026, $5,000 in compensation was due to Ms. Michaels.

During the three months ended March 31, 2026, the Company paid $15,000 to Mr. Marshall.

F-10

NOTE 7 – OPERATING LEASES

The Company entered into a New Lease Agreement (the “Lease”) with Tuck property, LLC (the “Lessor”), effective June 1, 2025, relating to approximately 1,600 square feet of property located at 3222 W. Highway 84, Blackshear, GA. The term of the Lease is for twenty-four (24) months commencing June 1, 2025. The monthly base rent, including tax is $1,600.

Asset	Balance Sheet Classification	March 31, 2026		December 31, 2025
Operating lease asset	Right of use asset	$	21,716	$	26,207
Total lease asset		$	21,716	$	26,207

Liability
Operating lease liability – current portion	Current operating lease liability	$	17,928	$	18,154
Operating lease liability – noncurrent portion	Long-term operating lease liability		3,788		8,053
Total lease liability		$	21,716	$	26,207

Lease obligation at March 31, 2026 consisted of the following:

For the year ended December 31:
2026	$	14,400
2027		8,000
Total payments		22,400
Amount representing interest		(684	)
Lease obligation, net		21,716
Less current portion		(17,928	)
Lease obligation – long term	$	3,788

The operating lease expense for the above agreement for the three months ended March 31, 2026, was $4,800 which consisted of amortization expense of $4,491 and interest expense of $309.

NOTE 8 – COMMON STOCK TRANSACTIONS

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.

NOTE 9 – PREFERRED STOCK

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

The Company is currently authorized to issue 5,000,000 shares of Series B Preferred Stock, par value $0.001 per share. Each share of Series B Preferred Stock has a 1:100 voting right and is convertible into 100 shares of common stock. No dividends will be paid and in the event of liquidation all shares of Series B will automatically convert into common stock. There are 500,000 shares of Series B Preferred Stock issued and outstanding.

The Company is currently authorized to issue 5,000,000 shares of Series C Preferred Stock, par value $0.001 per share. On July 24, 2023, the Company filed an Amended and Restated Certificate of Designations of the Series C Preferred Shares. The Series C Preferred may vote on any action upon which holders of the Company’s common stock may vote, and they shall vote together as one class with voting rights equal to eighty one percent (81%) of all the issued and outstanding shares of common stock of the Company. Each share of Series C Preferred can be converted into 300 shares of the Company’s common stock.

F-11

NOTE 10 – INCOME TAX

The Company accounts for income taxes in accordance with ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities, as well as for net operating loss carryforwards.

For the three months ended March 31, 2026 and 2025, the Company recorded no income tax expense or benefit due to continuing operating losses and the establishment of a full valuation allowance against its deferred tax assets, as management determined that it is more likely than not that such deferred tax assets will not be realized.

As of March 31, 2026, the Company had federal net operating loss carryforwards of approximately $7.6 million available to offset future taxable income, subject to limitations under Section 382 of the Internal Revenue Code. Net operating losses generated in tax years beginning after December 31, 2017 may be carried forward indefinitely.

The effective tax rate for the three months ended March 31, 2026 and 2025 differed from the statutory federal income tax rate primarily due to the increase in the valuation allowance recorded against deferred tax assets.

The components of the Company’s effective tax rate reconciliation are as follows:

	March 31, 2026			March 31, 2025
Federal statutory tax rate		21.0	%		21.0	%
State taxes, net of federal benefit		5.2	%		5.2	%
Change in valuation allowance		(26.2	)%		(26.2	)%
Effective tax rate		0.0	%		0.0	%

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of March 31, 2026, the Company had no uncertain tax positions requiring recognition or disclosure. The Company is generally subject to examination by federal and state taxing authorities for tax years beginning in 2022 and forward.

NOTE 11 - SEGMENT REPORTING

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

NOTE 12 – 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 has the following material subsequent event to disclose in these financial statements.

On May 27, 2026, the Company experienced a change in control following private off-market transactions in which 1000152403 Ontario Inc. acquired substantially all of the Company's preferred stock control block through purchases and assignments from existing preferred shareholders. The Board accepted the resignations of Jeffrey Todd Marshall as Chief Executive Officer, Anita L. Michaels as Chief Operating Officer and Chairman of the Board, and Roman Israel Wood as President, Treasurer and Secretary. The resignations were effective May 27, 2026. At the same time, the Board appointed Teresita Rubio as Treasurer and Chairman of the Board, Sanja Pekovic as President and Chief Executive Officer, and Irina Veselinovic as Secretary, effective May 27, 2026.

On June 1, 2026, the Company appointed Peter Downey as Interim President while Sanja Pekovic continued as Chief Executive Officer. Additionally, on June 2, 2026, the Board approved equity-based compensation arrangements consisting of the issuance of 15,000,000 restricted common shares to Scott Hasselbring for services related to asset preservation and estate administration, and 30,000,000 restricted common shares to Roman Israel Wood in full settlement of compensation claims for services rendered to the Company. Management is evaluating the accounting and disclosure implications of these transactions.

F-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.

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 three months ended March 31, 2026 compared to the three months ended March 31, 2025

Revenues

We had no revenue for the three months ended March 31, 2026 and 2025.

Operating Expenses

Professional fees were $2,276 and $7,800 for the three months ended March 31, 2026 and 2025, respectively, a decrease of $5,524 or 70.8%. Professional fees consist mostly of accounting, audit and legal fees. In the current period we had a decrease of accounting fees, accounting for most of the decrease.

Compensation expense was $44,140 and $27,000 for the three months ended March 31, 2026 and 2025, respectively, an increase of $17,140 or 63.5%. Compensation was paid to our former CEO. In addition, in the current period we also incurred compensation expense of $22,640 and $15,000 to Ms. Michaels and Mr. Marshall, respectively.

Development expenses were $0 and $17,200 for the three months ended March 31, 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 $4,800 and $24,891 for the three months ended March 31, 2026 and 2025, respectively, a decrease of $20,091 or 80.7%. In the current period we have a new, less expensive lease, in a new location.

General and administrative expenses (“G&A”) were $180,132 and $54,424 for the three months ended March 31, 2026 and 2025, respectively, an increase of $125,708 or 321.0%. Our largest G&A expense and increases for those expenses in the current period are approximately $67,000 for product expense and $29,500 for selling expense for payments to outside salespeople.

Other Expenses

The total other expense of $58,576, for the three months ended March 31, 2026, included $51,317 for interest expense, of which $42,840 was for the amortization of debt discount and a loss on issuance of debt of $79,878. These losses were offset by a $36,503 gain on the change in fair value of derivatives and a gain on conversion of debt of $36,136. The total other income of $45,827, for the three months ended March 31, 2025, included $76,332 for interest expense, of which $70,738 was for the amortization of debt discount and a loss on the issuance of convertible debt of $85,867. These losses were offset by a $208,026 gain on the change in fair value of derivatives.

Net Loss

For the three months ended March 31, 2026, we had a net loss of $289,924 as compared to a net loss of $85,488 for the three months ended March 31, 2025. The $234,572 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 three months ended March 31, 2026, was $176,561 compared to $110,096 of cash used in operating activities for the three months ended March 31, 2025.

Cash Flows from Financing

For the three months ended March 31, 2026, we received $50,000 for the issuance of convertible notes payable. For the three months ended March 31, 2025, we received $154,000 for the issuance of a convertible note payable.

Going Concern

As of March 31, 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.

Off Balance Sheet Arrangements

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

Critical Accounting Policies

Refer to Note 2 to the Financial Statements for the three months ended March 31, 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.

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.

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. OTHER INFORMATION

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.

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.

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: June 9, 2026	By:	/s/ Sanja Pekovic
		Sanja Pekovic
		Chief Executive Officer (Principal Executive Officer) (Principal Financial and Accounting Officer)

Date: June 9, 2026	By:	/s/ Teresita Rubio
		Teresita Rubio
		Chairman of the Board