REMSleep (OTC: RMSL) posts $3.0M loss and warns on going concern
Rhea-AI Filing Summary
REMSleep Holdings is shifting from selling CPAP machines to commercializing its patented DeltaWave nasal pillow system, but remains deeply loss-making and dependent on external funding. In 2025, revenue fell to $16,721 from $117,185 as the company exited prior CPAP sales.
The net loss widened to $3,020,300, and accumulated deficit reached $18,291,056. Cash was $214,514 at year-end, funded partly by $254,000 of convertible notes, creating a derivative liability of $63,920 and additional dilution. Auditors and management disclose substantial doubt about the company’s ability to continue as a going concern. While DeltaWave gained FDA 510(k) clearance, an expanded indication in January 2026, Medicare reimbursement coding, and a February 2026 commercial launch, execution depends on securing adequate financing. 2025 results also include $2,160,000 of non-cash related-party stock compensation to the former CEO and COO, significantly inflating expenses.
Positive
- Regulatory and commercial milestones: DeltaWave obtained initial FDA 510(k) clearance in July 2024, an expanded 510(k) indication in January 2026, PDAC coding for Medicare reimbursement, and began commercial launch on February 24, 2026, with a nationwide sales effort underway.
Negative
- Severe losses and going concern risk: 2025 net loss was $3,020,300, accumulated deficit reached $18,291,056, and auditors cited substantial doubt about the company’s ability to continue as a going concern.
- Weak revenue and funding via dilutive debt: 2025 revenue fell to $16,721, while the company relied on $254,000 of convertible notes, leading to a $63,920 derivative liability and significant share issuances to lender 1800 Diagonal.
- Large related-party stock compensation: The company recorded $2,160,000 of non-cash Series C preferred stock compensation to its former CEO and COO in 2025, materially increasing expenses.
Insights
Steep losses, heavy dilution risk and going concern doubts despite product launch progress.
REMSleep reported 2025 revenue of only $16,721, down sharply from $117,185 in 2024 as it pivoted from CPAP machine sales to its DeltaWave interface. Operating expenses surged to $2,771,786, driven by related-party compensation and higher G&A.
Net loss widened to $3,020,300 and accumulated deficit reached $18,291,056. Auditors highlighted substantial doubt about continuation as a going concern. Cash was $214,514 at December 31, 2025, with operations funded by convertible notes totaling $254,000, creating a $63,920 derivative liability.
The company did secure key strategic milestones: initial FDA 510(k) clearance in July 2024, an expanded 510(k) in January 2026, PDAC coding for Medicare reimbursement, and a February 24, 2026 commercial launch of DeltaWave. However, execution depends on raising additional capital under already high dilution, including $2,160,000 of Series C preferred stock compensation to insiders in 2025. Subsequent filings will clarify whether early DeltaWave sales ramp as expected in Q2 2026.
Key Figures
Key Terms
going concern financial
510(k) approval regulatory
derivative liability financial
convertible promissory note financial
PDAC coding regulatory
Series C preferred stock financial
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TABLE OF CONTENTS
| Page | |||
| PART I | |||
| Item 1. | Description of Business | 1 | |
| Item 1A. | Risk Factors | 6 | |
| Item 1B. | Unresolved Staff Comments | 7 | |
| Item 1C. | Cybersecurity | 7 | |
| Item 2. | Properties | 7 | |
| Item 3. | Legal Proceedings | 7 | |
| Item 4. | Mine Safety Disclosures | 7 | |
| PART II | |||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 8 | |
| Item 6. | [Reserved] | 8 | |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 8 | |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 10 | |
| Item 8. | Financial Statements and Supplementary Data | F-1 | |
| Item 9. | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | 11 | |
| Item 9A. | Controls and Procedures | 11 | |
| Item 9B. | Other Information | 12 | |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 12 | |
| PART III | |||
| Item 10. | Directors, Executive Officers, and Corporate Governance | 13 | |
| Item 11. | Executive Compensation | 15 | |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 16 | |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 16 | |
| Item 14. | Principal Accountant Fees and Services | 17 | |
| PART IV | |||
| Item 15. | Exhibits and Financial Statement Schedules | 18 | |
| Item 16. | Form 10-K Summary | 18 | |
| Signatures | 19 | ||
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
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, including, specifically, the “Risk Factors” enumerated herein. 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 former CEO invented our DeltaWave CPAP interface (the “DeltaWave”) as an innovative new device to treat patients with sleep apnea. Our patented DeltaWave product is a nasal-pillows type interface that will result in better comfort and, therefore, better compliance since it was specifically designed with unique airflow characteristics to enable patients with sleep apnea to breathe normally. A survey that appeared in DME Business found that 89% of patients stated that mask-interface comfort was their primary concern. The primary issue that we have addressed with the DeltaWave is the “work of breathing” component. We believe that our DeltaWave is designed to effectively address the stubborn issues that continue to affect a patient’s ability to comply with treatment, as follows:
| ● | Does not disrupt normal breathing mechanics; | |
| ● | Is not claustrophobic; | |
| ● | Causes zero work of breathing (WOB); | |
| ● | Minimizes or eliminates drying of the sinuses; | |
| ● | Uses less driving pressure; and | |
| ● | Allows users to feel safe and secure while sleeping. |
Pending adequate financing, we plan to conduct clinical trials to test product effectiveness.
On June 28, 2016, we applied for a patent for a new, innovative sleep apnea product that serves as an interface for the delivery of CPAP therapy and other respiratory needs.
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 12 months.
Our website is located at: http://remsleep.com.
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Industry Background
The market for sleep treatment and equipment was $7.96 billion in 2011 and continues to increase, with North America accounting for a majority of the market. More than 8 million CPAP interfaces are sold annually in the U.S., with another 2.5 million globally. There are also an estimated 80 million people with undiagnosed sleep apnea. Sleep apnea is a condition that affects millions of people in the United States alone. An increasingly sedentary lifestyle and bad working habits have led to obesity and otherwise poor cardiac and aerobic health. This has led to a fast-growing epidemic of obstructive sleep apnea (OSA), which greatly reduces the quality of sleep one gets and can ultimately result in hypertension, heart failure, stroke, and at the least, reduced performance in everyday life. Sleep apnea results in numerous afflictions that affect people’s day-to-day lives and can eventually contribute to serious health conditions. While people’s knowledge of this affliction has grown strongly in recent years, and the market is expanding fast nationwide, up to 80% of people with sleep apnea may be undiagnosed1 – a market of millions of new potential users. Even those who are tested and prescribed a sleep apnea machine often give up after a short time due to discomfort or what is called the “work of breathing” with traditional machines. In fact, over 50% of patients give up on using CPAP therapy after 6 months. This is a major waste of resources and a very telling statistic.
A major challenge in the current market is not only to get more patients diagnosed but to also increase CPAP compliance. According to market analyst Frost & Sullivan, “The development of finer and ergonomic CPAP devices will help increase patient ability to adhere to sleep therapy. The market is also seeing a rise in newer technologies that replace elaborate practices, target patient comfort to improve compliance, and help drive acceptance of sleep monitoring devices.”
A growing knowledge of sleep apnea and its treatment has helped to increase awareness with the public. In addition to making the use of a CPAP or related device less intimidating, a move toward affordable and prescription-based technology can greatly expand the market “Evolving technologies will also influence patient preferences for products, treatment modalities, and diagnostic locations,” states Frost & Sullivan2. “As such, the global sleep apnea treatment market is expected to shift to home-based diagnostics for early identification and treatment of patients as well as portable devices that can reduce sleep apnea with minimal inconvenience.”
Sleep apnea causes breathing interruptions of between 10 to 20 seconds that can occur hundreds of times during a night, disrupting the natural sleep rhythm and depriving people of the restorative sleep they need to be energetic, mentally sharp, and productive the next day. CPAP can be a very effective method used to treat sleep apnea, but as noted, noncompliance remains a stubborn issue for both physicians and patients. CPAP technology therefore is constantly being updated and improved, and the new CPAP devices are lighter, quieter, and more comfortable.
Health care spending continues to grow rapidly on an annual basis in the United States. Spending was $2.7 trillion in 2011 and, in 2013, it reached over $3.6 trillion. By 2022, spending was projected to reach $5 trillion, or around 20% of GDP, according to the Centers for Medicare and Medicaid Services3. Growing alongside this market is the U.S. life science industry, which will grow an estimated 2.2% in 2014 to $93 billion. This includes R&D spending, with growth primarily from smaller biopharmaceutical innovators and medical device manufacturers.
Within this market, sleep apnea products have experienced rapid growth. In the past couple of decades there has been a rapid increase in technological developments in the field of sleep apnea diagnosis and treatment. The result has been strong growth for sleep apnea devices globally. Demand for new and innovative treatment methodologies is driving growth, helping to provide patients with a healthy lifestyle. “Obstructive sleep apnea is destroying the health of millions of Americans, and the problem has only gotten worse over the last two decades,” according to American Academy of Sleep Medicine President Dr. Timothy Morgenthaler4. “The effective treatment of sleep apnea is one of the keys to success as our nation attempts to reduce health care spending and improve chronic disease management.”
Sleep problems are considered a “global epidemic,” with sleep apnea as a major contributor to the disorder. An estimated 100 million people worldwide have sleep apnea, though more than 80% of these people are undiagnosed. The market for sleep apnea diagnostic and therapeutic devices on a global level was $7.96 billion in 2011 and will reach a projected $19.72 billion by 2017, according to a study from Markets & Markets1 Nationwide in the U.S., there are more than 1,600 businesses in the Sleep Disorder Clinics market, according to research firm IBISWorld. These businesses have combined annual revenue of $7 billion and have maintained a combined annual growth rate (CAGR) of 9.8% from 2008 to 2013. “Sleep clinics have gained exposure during the period due to the rising number of sleep disorders,” states IBISWorld. “Moreover, health insurance policies are increasingly covering all or at least part of the costs of tests and, as more patients have been able to gain greater access to specialized sleep clinics, industry revenue grows.”
Sources:
| 1. | Markets & Markets. “Global Sleep Apnea Diagnostics& Therapeutic Devices Market.” http://www.marketsandmarkets.com/PressReleases/sleep-apnea-devices.asp |
| 2. | Frost & Sullivan. “Sleep apnea market is in need of finer, ergonomic treatments.” June 4, 2014. http://www.frost.com/prod/servlet/press-release.pag?docid=290951848 |
| 3. | Forbes. “Annual U.S. Healthcare Spending Hits $3.8 Trillion.” Feb. 2, 2014. http://www.forbes.com/sites/danmunro/2014/02/02/annual-u-s-healthcare-spending-hits-3-8-trillion/ |
| 4. | American Academy of Sleep Medicine. “Rising prevalence of sleep apnea in U.S. threatens public health.” Sept. 2014. http://www.aasmnet.org/articles.aspx?id=5043 |
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There are also more than 972,000 physicians and 365,000 doctors’ offices, as well as nearly 5,800 hospitals. In addition, the market for U.S. home healthcare is served by about 30,000 businesses with combined annual revenue of $59 billion. The market includes medical and skilled nursing services; medical equipment, supplies, and medication services; personal care; and therapeutic services (like physical and respiratory therapy).
Marketing
We plan to market the DeltaWave product in the U.S., as follows:
| ● | Market to Durable Medical Equipment providers | |
| ● | Market to sleep physicians and sleep labs | |
| ● | Secure agreement(s) with hospital distributors for acute care sales | |
| ● | Secure agreements with Internet retailers for online sales | |
| ● | Market DeltaWave through multimedia advertisement campaign | |
| ● | Market and generate brand awareness and demand through our website supplemented by search engine optimization, | |
| ● | Disseminate press releases to media outlets and publications that reach sleep medical practices and DME managers/distributors, including trade publications like Sleep Medicine, Sleep Review, Sleep, The Sleep Magazine | |
| ● | Attend sleep and healthcare, respiratory industry trade shows |
All of the foregoing is contingent upon adequate financing.
Target Market
Our target market includes:
| ● | Durable Medical Equipment providers | |
| ● | Hospitals and acute care facilities | |
| ● | Sleep labs | |
| ● | Physicians, sleep and neurology | |
| ● | Medical associations, such as the American Academy of Sleep Medicine and the American Sleep Association |
We expect that most of our revenue will be through durable medical equipment providers and hospital target market.
Manufacturing
Our product will be manufactured by mold makers. We presently have molds made in China; however, we are considering relocating the manufacturing of our molds to the United States.
Operations Contingent Upon Adequate Financing
Our entire business plan, including our ability to conduct manufacturing, marketing, generate sales and further develop products, are entirely dependent upon adequate financing. Should we fail to obtain adequate financing: (a) our financial condition will be negatively affected; (b) we will be unable to conduct the essential aspects of our business plan, including marketing as reflected above; (c) investments in our common stock will be negatively impacted; (d) we will be forced to liquidate our business and file for bankruptcy protection.
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Competition
The sleep apnea devices market is highly consolidated, with primary competitors being:
| ● | ResMed | |
| ● | Philips Respironics | |
| ● | Fisher & Paykel Healthcare | |
| ● | React Health | |
| ● | Innogen |
ResMed is the market leader (45% of market share), followed by Philips (30%), and Fisher/Paykel (12%). Our competitors offer a full range of sleep products.
Our competitors have greater financial, operational and personnel resources than we do. We will attempt to overcome our competitors’ competitive advantages by emphasizing the advantages of our Delta Wave product.
Government Regulations
FDA
Our products are subject to extensive regulation particularly as to safety, efficacy and adherence to FDA Quality System Regulation, and related manufacturing standards. Medical device products are subject to rigorous FDA and other governmental agency regulations in the United States and similar regulations of foreign agencies abroad. The FDA regulates the design, development, research, preclinical and clinical testing, introduction, manufacture, advertising, labeling, packaging, marketing, distribution, import and export, and record keeping for such products, to ensure that medical products distributed in the United States are safe and effective for their intended use. In addition, the FDA is authorized to establish special controls to provide reasonable assurance of the safety and effectiveness of most devices. Non-compliance with applicable requirements can result in import detentions, fines, civil and administrative penalties, injunctions, suspensions or losses of regulatory approvals, recall or seizure of products, operating restrictions, refusal of the government to approve product export applications or allow us to enter supply contracts, and criminal prosecution.
Unless an exemption applies, the FDA requires that a manufacturer introducing a new medical device or a new indication for use of an existing medical device obtain either a Section 510(k) premarket notification clearance or a premarket approval, or PMA, before introducing it into the U.S. market. The type of marketing authorization is generally linked to the classification of the device. The FDA classifies medical devices into one of three classes (Class I, II or III) based on the degree of risk the FDA determines to be associated with a device and the level of regulatory control deemed necessary to ensure the device’s safety and effectiveness.
Our products currently marketed in the United States are marketed in reliance on 510(k) pre-marketing clearances as either Class I or Class II devices. The process of obtaining a Section 510(k) clearance generally requires the submission of performance data and often clinical data, which in some cases can be extensive, to demonstrate that the device is “substantially equivalent” to a device that was on the market before 1976 or to a device that has been found by the FDA to be “substantially equivalent” to such a pre-1976 device, a predecessor device is referred to as “predicate device.” As a result, FDA clearance requirements may extend the development process for a considerable length of time. In addition, in some cases, the FDA may require additional review by an advisory panel, which can further lengthen the process. The PMA process, which is reserved for new devices that are not substantially equivalent to any predicate device and for high-risk devices or those that are used to support or sustain human life, may take several years and requires the submission of extensive performance and clinical information.
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Medical devices can be marketed only for the indications for which they are cleared or approved. After a device has received 510(k) clearance for a specific intended use, any change or modification that significantly affects its safety or effectiveness, such as a significant change in the design, materials, method of manufacture or intended use, may require a new 510(k) clearance or PMA approval and payment of an FDA user fee. The determination as to whether a modification could significantly affect the device’s safety or effectiveness is initially left to the manufacturer using available FDA guidance; however, the FDA may review this determination to evaluate the regulatory status of the modified product at any time and may require the manufacturer to cease marketing and recall the modified device until 510(k) clearance or PMA approval is obtained. The manufacturer may also be subject to significant regulatory fines or penalties. The FDA is currently reviewing its guidance describing when it believes a manufacturer is obligated to submit a new 510(k) for modifications or changes to a previously cleared device. The FDA is expected to issue revised guidance to assist device manufacturers in making this determination. It is unclear whether the FDA’s approach in this new guidance will result in substantive changes to existing policy and practice regarding the assessment of whether a new 510(k) is required for changes or modifications to existing devices.
Any devices we manufacture and distribute pursuant to clearance or approval by the FDA are subject to pervasive and continuing regulation by the FDA and certain state agencies. These include product listing and establishment registration requirements, which help facilitate FDA inspections and other regulatory actions. As a medical device manufacturer, our manufacturing facilities are subject to inspection on a routine basis by the FDA. We are required to adhere to applicable regulations setting forth detailed cGMP requirements, as set forth in the QSR, which require manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures during all phases of the design and manufacturing process. Noncompliance with these standards can result in, among other things, fines, injunctions, civil penalties, recalls or seizures of products, total or partial suspension of production, refusal of the government to grant 510(k) clearance or PMA approval of devices, withdrawal of marketing approvals and criminal prosecutions. We believe that our design, manufacturing and quality control procedures are in compliance with the FDA’s regulatory requirements.
We must also comply with post-market surveillance regulations, including medical device reporting, or MDR, requirements which require that we review and report to the FDA any incident in which our products may have caused or contributed to a death or serious injury. We must also report any incident in which our product has malfunctioned if that malfunction would likely cause or contribute to a death or serious injury if it were to recur.
Labeling and promotional activities are subject to scrutiny by the FDA and, in certain circumstances, by the Federal Trade Commission. Medical devices approved or cleared by the FDA may not be promoted for unapproved or un-cleared uses, otherwise known as “off-label” promotion. The FDA and other agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses, and a company that is found to have improperly promoted off-label uses may be subject to significant liability, including substantial monetary penalties and criminal prosecution.
Other Healthcare Laws
Even though we do not submit claims or bill governmental programs and other third-party payers directly for reimbursement for our products sold in the United States, we are still subject to laws and regulations that may restrict our business practices, including, without limitation, anti-kickback, false claims, physician payment transparency and data privacy and security laws. The government has interpreted these laws broadly to apply to the marketing and sales activities of manufacturers and distributors like us.
The federal Anti-Kickback Statute prohibits, among other things, persons or entities from knowingly and willfully soliciting, receiving, offering or providing remuneration, directly or indirectly, in cash or in kind, in exchange for or to induce either the referral of an individual for, or the purchase, lease, order or recommendation of, any good, facility, item or service for which payment may be made, in whole or in part, under federal healthcare programs such as Medicare and Medicaid. In addition, a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal civil False Claims Act.
The federal civil False Claims Act prohibits, among other things, any person or entity from knowingly presenting, or causing to be presented, a false or fraudulent claim for payment or approval to the federal government or knowingly making, using or causing to be made or used a false record or statement material to a false or fraudulent claim to the federal government. A claim includes “any request or demand” for money or property presented to the U.S. government. The civil False Claims Act also applies to false submissions that cause the government to be paid less than the amount to which it is entitled, such as a rebate. Intent to deceive is not required to establish liability under the civil False Claims Act.
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The Federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, created federal criminal statutes that prohibit among other actions, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party payors, knowingly and willfully embezzling or stealing from a healthcare benefit program, willfully obstructing a criminal investigation of a healthcare offense, and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Like the Anti-Kickback Statute, a person or entity does not need to have actual knowledge of these statutes or specific intent to violate them to have committed a violation.
Also, many states and countries outside the U.S. have similar fraud and abuse statutes or regulations that may be broader in scope and may apply regardless of payor, in addition to items and services reimbursed under Medicaid and other state programs.
Under HIPAA, the Department of Health and Human Services, or HHS, has issued regulations to protect the privacy and security of protected health information used or disclosed by covered entities including health care providers, such as us. HIPAA also regulates standardization of data content, codes and formats used in health care transactions and standardization of identifiers for health plans and providers. Penalties for violations of HIPAA regulations include civil and criminal penalties. In addition to federal privacy and security regulations, there are state laws governing confidentiality and security of health information that are applicable to our business. New laws governing privacy may be adopted in the future as well. Failure to comply with privacy requirements could result in civil or criminal penalties, which could have a materially adverse effect on our business.
Additionally, there has been a recent trend of increased federal and state regulation of payments and transfers of value provided to healthcare professionals or entities. The Physician Payment Sunshine Act was enacted in law as part of PPACA, which imposed new annual reporting requirements on device manufacturers for payments and other transfers of value provided by them, directly or indirectly, to physicians and teaching hospitals, as well as ownership and investment interests held by physicians and their family members. A manufacturer’s failure to submit timely, accurately and completely the required information for all payments, transfers of value or ownership or investment interests may result in civil monetary penalties. Certain states also mandate implementation of commercial compliance programs, impose restrictions on device manufacturer marketing practices and/or require the tracking and reporting of gifts, compensation and other remuneration to healthcare professionals and entities.
The shifting commercial compliance environment and the need to build and maintain robust systems to comply with different compliance or reporting requirements in multiple jurisdictions increase the possibility that a healthcare company may fail to comply fully with one or more of these requirements. If our operations are found to be in violation of any of the health regulatory laws described above or any other laws that apply to us, we may be subject to penalties, including potentially significant criminal and civil and administrative penalties, damages, fines, disgorgement, imprisonment, exclusion from participation in government healthcare programs, contractual damages, reputational harm, administrative burdens, diminished profits and future earnings, and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our results of operations.
Environmental Regulation
Our operations are not subject to environmental regulation.
Employees
We have two employees: Jeffrey Marshall, Chief Executive Officer, and Anita Michaels, Chief Operating Officer. All other services are provided by independent contractors. Personnel will be added on an as-needed basis and based on available funds.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 1C. CYBERSECURITY
Cybersecurity Risk Management and Strategy
Cybersecurity Governance
ITEM 2. PROPERTIES
We do not own any real estate property.
ITEM 3. LEGAL PROCEEDINGS
There are no material claims, actions, suits, proceedings, or investigations that are currently pending or, to the Company’s knowledge, threatened by or against the Company or respecting its operations or assets, or by or against any of the Company’s officers, directors, or affiliates.
ITEM 4. MINE SAFETY DISCLOSURES
None.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock, par value $0.001 per share, is currently listed to trade on the OTC Markets Group, OTCID tier under the symbol “RMSL”.
At April 10, 2026 there were approximately 157 holders of record of our common stock, although we believe that there are other persons who are beneficial owners of our common stock held in street name. The transfer agent and registrar for our common stock is Securities Transfer Corporation, 2901 N Dallas Parkway, Suite 380, Plano, TX 75093.
Recent Issuances of Unregistered Securities
During Q4, 2025, 1800 Diagonal converted $63,700 and $3,635 of principal and interest, respectively, into 50,586,353 shares of common stock.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are a Nevada corporation formed on June 6, 2007. Our headquarters are in Blackshear, GA. Our focus is on the development and commercialization of innovative and minimally invasive solutions for patients with obstructive sleep apnea. Our officers have decades of sleep-industry experience, including having been employed at sleep industry companies and Durable Medical Equipment Providers. Our goal is to develop sleep products that achieve optimum compliance and comfort for CPAP patients.
Since December 2025, REMSleep Holdings has achieved significant milestones to enable full launch of the DeltaWave Nasal Pillow System. In January 2026, we received an updated FDA 510K approval that significantly broadens DeltaWave's indicated use beyond home-based CPAP therapy to include institutional settings and a wider range of patient populations. Additionally, we created new configurations and resupply SKUs and were granted coding through Pricing, Data Analysis, and Coding (PDAC) giving approval for Medicare reimbursement of the entire product line. REMSleep Holdings Inc. announced the commercial launch of DeltaWave product line on February 24, 2026.
The nationwide sales team is meeting with customers to introduce the product. The average sales cycle for a Durable Medical Equipment company to onboard a new device is 3 months. The sales cycle includes sampling of product, training all staff that would deploy the device to patients and incorporating into their ERP their system. The initial customer reaction is positive, and all activities are underway building a funnel that will enable full success of DeltaWave and REMSleep Holdings Inc. We expect that we will start to see sales ramping up in Q2 2026. We are in negotiation with a key hospital distributor to lead the launch of DeltaWave to hospitals and institutions throughout the United States.
DeltaWave is positioned as a rescue mask for patients at risk of CPAP failure. Clinical evidence shows that approximately 30% of patients underwent a mask switch in the first year of therapy* Our strategy is to gain acceptance in the clinical community by rescuing more patients from failure. Once we prove our technology then it will open the new patient start segment. The patented Direct Airflow Technology affects both inhalation by minimizing the “jetting” feeling making CPAP pressure feel greater to patients, and exhalation with decrease of resistance that eases the feeling of breathing out against CPAP pressure enabling a more carbon dioxide evacuation. This unique technology differentiates the DeltaWave solution from all other nasal pillow systems on the market. As sales start to build, we hope to kick off formal clinical user preference trial later this year.
| * | Mask Switching & Year-One Change Rates (2025) |
8
Results of Operations
Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024
Revenues
During the year ended December 31, 2025, we recognized revenue and cost of goods for the sale of the DeltaWave of $16,721 and $12,707 respectively. For the year ended December 31, 2024, we recognized revenue and cost of goods for the sale of our CPAP machines of $117,185 and $99,147, respectively. In 2025 we stopped selling our CPAP machines and started selling the DeltaWave.
Operating Expenses
Professional fees were $84,300 and $114,865 for the years ended December 31, 2025 and 2024, respectively, a decrease of $30,565, or 26.6%. Professional fees consist mostly of accounting, audit and legal fees. In the current period we had a decrease of legal fees of $38,570. The decrease in legal fees was offset with a $2,000 and $6,005 increase in accounting and audit fees, respectively.
Compensation expense was $2,269,500 and $143,000 for the years ended December 31, 2025 and 2024, respectively, an increase of $2,126,500. Compensation was paid to our former CEO and was increased in 2025. In addition, in the current period we issued 1,600,000 and 400,000 shares of Series C preferred stock to our former CEO and Anita Michaels (COO and chairman and the sister of the former CEO), respectively, for a non-cash expense of $2,160,000.
Development expenses related to our DeltaWave CPAP system was $0 and $187,445 for the years ended December 31, 2025 and 2024, respectively, a decrease of $187,445. Our development expenses have decreased in the current period as we have completed the development and testing of our DeltaWave product.
Lease expense was $34,659 and $96,905 for the years ended December 31, 2025 and 2024, respectively, a decrease of $62,246, or 64.2%. In the current period we have a new, less expensive lease, in a new location.
General and administrative expense (“G&A”) were $383,327 and $269,371 for the years ended December 31, 2025 and 2024, respectively, an increase of $113,956 or 42.3%. Our largest G&A expenses and increases for those expenses in the current period are $35,500 for outside salespeople, $12,136 of computer related expenses and $83,487 for consulting. These increases are offset by a decrease of investor relations expenses of approximately $34,000 and depreciation expenses of approximately $38,000.
Other Income (Expense)
Total other expense for the year ended December 31, 2025, was $252,528, which includes interest expense of $388,129 (includes $369,083 amortization of debt discount) and a loss on the issuance of convertible debt of $98,281. These expenses were offset by a gain in change in the fair value of derivatives of $233,882.
Total other expense for the year ended December 31, 2024, was $284,449, which includes interest expense of $143,146 (includes $135,315 amortization of debt discount), a loss on disposal of fixed assets of $159,593, an early payment penalty of $16,574 and a loss on the issuance of convertible debt of $6,473. These expenses were offset by a $14,270 gain on conversion of debt and a change in the fair value of derivatives of $27,067.
Net Loss
For the year ended December 31, 2025, we had a net loss of $3,020,300 as compared to a net loss of $1,077,997 for the year ended December 31, 2024.
9
Liquidity and Capital Resources
Cash flow from operations
Cash used in operating activities for the year ended December 31, 2025 was $502,829 as compared to $683,057 cash used in operating activities for the year ended December 31, 2024.
Cash Flows from Investing
We did not use or receive any cash for investing activities for the year ended December 31, 2025. Cash used in investing activities for the purchase of equipment and tooling for the year ended December 31, 2024 was $124,700.
Cash Flows from Financing
For the year ended December 31, 2025, we received $254,000 from convertible notes payable. For the year ended December 31, 2024, we received $225,000 from convertible notes payable and repaid $93,000. We also received $420,000 from the sale of common stock.
Going Concern
The accompanying 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 $18,291,056 at December 31, 2025, had a net loss of $3,020,300 and net cash used in operating activities of $502,829 for the year ended December 31, 2025. The Company’s ability to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors over the next twelve months raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.
Critical Accounting Policies
The Company considers its accounting for the fair value of financial instruments, revenue recognition, accounts receivable, allowance for doubtful accounts and inventory among its critical accounting policies. The Company maintains an allowance for doubtful accounts to reflect management’s estimate of the amount of receivables that will not be collected. This estimate is considered a critical accounting estimate due to the subjectivity involved in evaluating the collectability of accounts receivable. The fair value measurement of derivative instruments is also one of our critical accounting estimates due to the complexity and subjectivity involved. These estimates often require the use of valuation models that rely on unobservable inputs. Refer to Note 2 of our financial statements contained elsewhere in this Form 10-K for a more detail description of each, and a summary of all our critical accounting policies and recently adopted and issued accounting standards.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
10
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REMSLEEP HOLDINGS, INC.
| Report of Independent Registered Public Accounting Firm (Firm ID # 05525) | F-2 | |
| Balance Sheets as of December 31, 2025 and 2024 | F-4 | |
| Statements of Operations for the Years ended December 31, 2025 and 2024 | F-5 | |
| Statements of Stockholders’ Equity (Deficit) for the Years ended December 31, 2025 and 2024 | F-6 | |
| Statements of Cash Flows for the Years ended December 31, 2025 and 2024 | F-7 | |
| Notes to Financial Statements | F-8 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of REMSleep Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of REMSleep Holdings, Inc. (“the Company”) as of December 31, 2025 and 2024, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has an accumulated deficit, net losses, and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
F-2
Revenue Recognition – Refer to note 2 to the financial statements
Description of the Critical Audit Matter
The Company recognizes revenue upon transfer of the promised products to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Factors influencing this determination include control over the goods or services, responsibility for fulfillment, and rights to the revenue generated. Significant judgment may be required by the Company in determining revenue recognition for these transactions, including satisfaction of the performance obligation and proper recognition of revenue.
How the Critical Audit Matter Was Addressed in the Audit.
Our audit procedures related to revenue recognition were included the followings:
| ● | Evaluated management’s revenue recognition policy including the judgments used in identifying the performance obligations, transaction prices allocated to those performance obligations, and determining the settlement of the identified performance obligations. |
| ● | Performed analytical procedures of revenue and revenue to cash receipt activities throughout the year to determine any unusual fluctuations that would require further testing. |
| ● | Substantively tested revenue recognized against underlying documentation supporting the satisfaction of the performance obligation. |
| ● | Substantively tested revenue recognized at or near yearend against underlying documentation to ensure proper cutoff. |
We have served as the Company’s auditor since 2018.
April 15, 2026
F-3
REMSLEEP
HOLDINGS, INC.
BALANCE SHEETS
| December 31, 2025 |
December 31, 2024 |
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| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Other assets | ||||||||
| Prepaid – related party | ||||||||
| Inventory | ||||||||
| Deposit on inventory | ||||||||
| Total current assets | ||||||||
| Other asset | ||||||||
| Right of use asset | ||||||||
| Property and equipment, net | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued compensation | ||||||||
| Convertible note payable, net of $ |
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| Accrued interest | ||||||||
| Derivative liability | ||||||||
| Operating lease liability – current portion | ||||||||
| Total current liabilities | ||||||||
| Long Term Liabilities | ||||||||
| Operating lease liability – net of current portion | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT): | ||||||||
| Series A preferred stock, $ |
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| Series B preferred stock, $ |
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| Series C preferred stock, $ |
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| Common stock, $ |
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| Discount to common stock | ( |
) | ( |
) | ||||
| Additional paid in capital | ||||||||
| Accumulated Deficit | ( |
) | ( |
) | ||||
| Total Stockholders’ Equity (Deficit) | ||||||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
F-4
REMSLEEP
HOLDINGS, INC.
STATEMENTS OF OPERATIONS
| For the Years Ended December 31, |
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| 2025 | 2024 | |||||||
| Revenue | $ | $ | ||||||
| Cost of goods sold | ||||||||
| Gross margin | $ | $ | ||||||
| Operating Expenses: | ||||||||
| Professional fees | $ | $ | ||||||
| Compensation expense – related party | ||||||||
| Development expense | ||||||||
| Lease expense | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | $ | ( |
) | $ | ( |
) | ||
| Other income (expense): | ||||||||
| Interest expense | ( |
) | ( |
) | ||||
| Loss on disposal of fixed assets | ( |
) | ||||||
| Gain on conversion | ||||||||
| Early payment penalty | ( |
) | ||||||
| Loss on issuance of convertible debt | ( |
) | ( |
) | ||||
| Change in fair value of derivative | ||||||||
| Total other expense | ( |
) | ( |
) | ||||
| Loss before income taxes | ( |
) | ( |
) | ||||
| Provision for income taxes | ||||||||
| Net Loss | $ | ( |
) | $ | ( |
) | ||
| Net loss per share, basic and diluted | $ | ( |
) | $ | ( |
) | ||
| Weighted average common shares outstanding, basic and diluted | ||||||||
The accompanying notes are an integral part of these financial statements.
F-5
REMSLEEP
HOLDINGS, INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| Series A Preferred Stock |
Series B Preferred Stock |
Series C Preferred Stock |
Common Stock | Discount to Common |
Additional Paid-in |
Accumulated | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Stock | Capital | Deficit | Total | |||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | ( |
) | $ |
$ | ( |
) | $ | ||||||||||||||||||||||||||||||||||||
| Common stock sold for cash | ||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for debt | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net Loss | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for warrants | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for services – related party | ||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for debt | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net Loss | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | ||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
F-6
REMSLEEP
HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
| For the Years Ended December 31, |
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| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | ||||||||
| Preferred stock issued for services – related parties | ||||||||
| Change in fair value of derivative | ( |
) | ( |
) | ||||
| Loss on issuance of convertible debt | ||||||||
| Discount amortization | ||||||||
| Operating lease expense | ( |
) | ||||||
| Loss on disposal of fixed assets | ||||||||
| Bad debt expense | ||||||||
| Gain on conversion | ( |
) | ||||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Accounts receivable | ||||||||
| Prepaid compensation – related party | ( |
) | ||||||
| Prepaids and other assets | ( |
) | ||||||
| Inventory | ( |
) | ||||||
| Deposit on inventory | ( |
) | ||||||
| Accounts payable | ( |
) | ||||||
| Accrued compensation – related party | ( |
) | ||||||
| Accrued interest | ||||||||
| Net cash used by operating activities | ( |
) | ( |
) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Purchase of property and equipment | ( |
) | ||||||
| Net cash used by investing activities | ( |
) | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from convertible note payable | ||||||||
| Repayment of convertible note payable | ( |
) | ||||||
| Proceeds from the sale of common stock | ||||||||
| Net cash provided by financing activities | ||||||||
| Net change in cash | ( |
) | ( |
) | ||||
| Cash at beginning of the year | ||||||||
| Cash at end of the year | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Interest paid in cash | $ | $ | ||||||
| Taxes paid | $ | $ | ||||||
| Supplemental disclosure of non-cash activity: | ||||||||
| Debt discount to be amortized | $ | $ | ||||||
| Common stock issued for note payable principal, accrued interest and fees | $ |
|
$ | |||||
| Exercise of cashless warrants | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
F-7
REMSLEEP
HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
NOTE 1 – BACKGROUND
Business Activity
REMSleep Holdings, Inc., (the “Company”)
was incorporated in the State of Nevada on
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”). As of December 31, 2025 and 2024, the Company had $
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 cash equivalents for the years ended December 31, 2025 and 2024.
Reclassifications
Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the year ended 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 $
F-8
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.
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 December 31, 2025, the Company had approximately
As of December 31, 2024, the Company had approximately
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. |
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.
| 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 | $ | $ | $ | $ | ||||||||||||
F-9
| Total Fair Value at December 31, 2024 |
Quoted prices in active markets (Level 1) |
Significant other observable inputs (Level 2) |
Significant unobservable inputs (Level 3) |
|||||||||||||
| Derivative liabilities | $ | $ | $ | $ | ||||||||||||
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
Accounts Receivable
Revenues that have been recognized but not yet
received are recorded as accounts receivable. The Company estimates credit losses based on the Current Expected Credit Losses (CECL) model
as required by ASC 326. The allowance for credit losses is based on a variety of factors, including historical loss experience, current
conditions, and reasonable and supportable forecasts of future economic conditions. An allowance for estimated uncollectible amounts will
be recognized to reduce the amount of receivables to its net realizable value when needed. Based on collection experience and periodic
reviews of outstanding receivables, the Company determines if it needs to adjust its allowance. As of December 31, 2025, there are no
accounts receivable. As of December 31, 2024, all the accounts receivable balance was due from one customer. As of December 31, 2025 and
2024, management has determined that an allowance for doubtful account is required of $
Allowance for Credit Losses
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.
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).
F-10
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.
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 December 31, 2025 and 2024, there is $ and
$
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the disclosure requirements for income taxes, including additional disaggregation of rate reconciliation and income taxes paid. The standard is effective for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 in the annual financial statements for the year ended December 31, 2024, and for interim periods beginning in 2025. The adoption had no impact on the Company’s financial statements.
The Financial Accounting Standards Board (FASB) issued Accounting Standards Update ASU 2024-01 - Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, effective for public entities for annual periods beginning after December 15, 2024. This may impact whether profits interest or similar awards are within the scope of ASC 718 and thus could affect compensation expense accounting. The Company adopted this ASU, effective for the year ended December 31, 2024. The adoption had no impact on the Company’s financial statements.
In October 2024, the FASB issued ASU 2024-04, Debt—Modifications and Extinguishments (Subtopic 470-50): Induced Conversions of Convertible Debt Instruments, which clarifies the accounting for induced conversions of convertible debt. The standard is effective for annual periods beginning after December 15, 2025. The Company adopted ASU 2024-04 in the annual financial statements for the year ended December 31, 2025, and for interim periods beginning in 2026. The adoption had no impact on the Company’s financial statements.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis, primarily disclosure of significant segment expense categories and amounts for each reportable segment. The new standard is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 in the annual financial statements for the year ended December 31, 2024, and for interim periods beginning in 2025. The adoption of ASU 2023-07 did not have a significant impact on the Company’s financial statements.
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – GOING CONCERN
The accompanying 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 $
The Company received its FDA 510k approval for its DeltaWave product on July 2, 2024. During the second quarter of 2025 we began to sell and add to our inventory of the DeltaWave. The Company will continue to finance its operations through debt and/or equity financing as needed.
F-11
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 and 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:
| December 31, 2025 |
December 31, 2024 |
|||||||
| Furniture/fixtures | $ | $ | ||||||
| Office equipment | ||||||||
| Automobile | ||||||||
| Tooling/Molds | ||||||||
| Less: accumulated depreciation | ( |
) | ( |
) | ||||
| Fixed assets, net | $ | $ | ||||||
During the year ended December 31, 2025, the
Company removed $
During the year ended December 31, 2024, the
Company wrote off certain molds that were no longer in use, resulting in a loss on disposal of fixed assets of $
Depreciation expense
Depreciation expense for the years ended December
31, 2025 and 2024 was $
NOTE 5 – CONVERTIBLE NOTE PAYABLE
On January 10, 2024, the Company issued a
On November 18, 2024, the Company issued a
On January 2, 2025, the Company issued a
F-12
On February 7, 2025, the Company issued a
On March 17, 2025, the Company issued a
On June 10, 2025, the Company issued a
During the year ended December 31, 2025, $
On August 15, 2025, the Company issued a
During the year ended December 31, 2025, $
A summary of the activity of the derivative liability for the notes above is as follows:
| Balance at December 31, 2023 | ||||
| Increase to derivative due to new issuances | ||||
| Decrease to derivative due to conversion/repayments | ( |
) | ||
| Derivative gain due to mark to market adjustment | ( |
) | ||
| Balance at December 31, 2024 | $ | |||
| Increase to derivative due to new issuances | ||||
| Decrease to derivative due to conversion/repayments | ( |
) | ||
| Derivative gain due to mark to market adjustment | ( |
) | ||
| Balance at December 31, 2025 | $ | |||
F-13
A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of December 31, 2025 and 2024 is as follows:
| Inputs | December 31 2025 |
December 31 2024 |
Initial Valuation |
|||||||||
| Stock price | $ | $ | $ | |||||||||
| Conversion price | $ | $ | $ | |||||||||
| Volatility (annual) | % | % | % | |||||||||
| Risk-free rate | % | % | % | |||||||||
| Dividend rate | ||||||||||||
| Years to maturity | ||||||||||||
NOTE 6 – RELATED PARTY TRANSACTIONS
The Company executed a new employment agreement
with Mr. Wood on January 1, 2025. Per the terms of the agreement Mr. Wood is to be compensated $
On September 9, 2025, the Company issued
On September 9, 2025, the Company issued
As of December 31, 2025 and 2024, there is $
The Company has entered into an at-will consulting
agreement with Jonathan Lane to serve as Chief Technology Officer. During the year ended December 31, 2025 and 2024, the Company made
cash payments to Mr. Lane of $
During the year ended December 31, 2025 and 2024,
the Company paid $
NOTE 7 – OPERATING LEASES
During the year ended December 31, 2024, it was
agreed that the monthly lease expense would remain at the original $
The Icot Blvd, LLC lease was terminated in February 2025, with no penalties or fees for the early termination.
In February 2016, the FASB issued Accounting
Standard Update (“ASU”) 2016-02, Leases (Topic 842), which superseded guidance in ASC 840, Leases.
| Asset | Balance Sheet Classification | December 31, 2025 |
December 31, 2024 |
|||||||
| Operating lease asset | Right of use asset | $ | $ | |||||||
| Total lease asset | $ | $ | ||||||||
| Liability | ||||||||||
| Operating lease liability – current portion | Current operating lease liability | $ | $ | |||||||
| Operating lease liability – noncurrent portion | Long-term operating lease liability | |||||||||
| Total lease liability | $ | $ | ||||||||
F-14
The operating lease expense for the above agreement
for the year ended December 31, 2025, was $
The operating lease expense for the above agreement
for the year ended December 31, 2024, was $
The Company entered into a New Lease Agreement
(the “Lease”) with Tuck property, LLC (the “Lessor”), effective June 1, 2025, relating to approximately
| Asset | Balance Sheet Classification | December 31, 2025 |
||||
| Operating lease asset | Right of use asset | $ | ||||
| Total lease asset | $ | |||||
| Liability | ||||||
| Operating lease liability – current portion | Current operating lease liability | $ | ||||
| Operating lease liability – noncurrent portion | Long-term operating lease liability | |||||
| Total lease liability | $ | |||||
Lease obligation at December 31, 2025 consisted of the following:
| For the year ended December 31: | ||||
| 2026 | $ | |||
| 2027 | ||||
| Total payments | ||||
| Amount representing interest | ( |
|||
| Lease obligation, net | ||||
| Less current portion | ( |
|||
| Lease obligation – long term | $ | |||
The operating lease expense for the above agreement
for the year ended December 31, 2025, was $
NOTE 8 – COMMON STOCK TRANSACTIONS
On July 16, 2024, 1800 Diagonal converted $
During the year ended December
31, 2024, the Company sold
On March 13, 2025, the Company issued
During the year ended December
31, 2025, 1800 Diagonal converted $
F-15
NOTE 9 – PREFERRED STOCK
The Company is currently authorized to issue
The Company is currently authorized to issue
The Company is currently authorized to issue
On September 9, 2025, the Company issued
On September 9, 2025, the Company issued
NOTE 10 – INCOME TAX
Deferred taxes are provided on a liability method
whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred
tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts
of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has evaluated Staff Accounting
Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of
The provision for Federal income tax consists of the following December 31:
| 2025 | 2024 | |||||||
| Federal income tax benefit attributable to: | ||||||||
| Current Operations | $ | $ | ||||||
| Less: valuation allowance | ( |
) | ( |
) | ||||
| Net provision for Federal income taxes | $ | $ | ||||||
The cumulative tax effect at the expected rate of
| 2025 | 2024 | |||||||
| Deferred tax asset attributable to: | ||||||||
| Net operating loss carryover | $ | $ | ||||||
| Less: valuation allowance | ( |
) | ( |
) | ||||
| Net deferred tax asset | $ | $ | ||||||
At December 31, 2025, the Company had net operating
loss carry forwards of approximately $
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2016.
F-16
The tax computations are as follows:
| December 31, 2025 |
December 31, 2024 |
|||||||
| Net losses before taxes | $ | ( |
) | $ | ( |
) | ||
| Adjustments to arrive at taxable loss: | ||||||||
| Permanent differences: | ||||||||
| Temporary differences: | ||||||||
| Taxable loss | $ | ( |
) | $ | ( |
) | ||
| Current Year Taxable loss | $ | ( |
) | $ | ( |
) | ||
| NOL carried forward prior year (tax return) | $ | ( |
) | $ | ( |
) | ||
| NOL carried forward at period end | $ | ( |
) | $ | ( |
) | ||
| Deferred Tax Asset - Federal Rate ( |
$ | $ | ||||||
| Deferred Tax Asset - State Rate ( |
$ | $ | ||||||
| Total Deferred Tax Asset | $ | $ | ||||||
| Valuation Allowance | $ | ( |
) | $ | ( |
) | ||
| Deferred tax per books | $ | $ | ||||||
| 2025 | 2024 | |||||||||||||||
| Expected tax liability (benefit): | $ | ( |
) | ( |
)% | $ | ( |
) | ( |
)% | ||||||
| Expected tax liability (benefit) State Rate : | ( |
) | ( |
)% | ( |
) | ( |
)% | ||||||||
| Permanent differences | $ | $ | — | |||||||||||||
| Change in valuation allowance | $ | % | $ | % | ||||||||||||
| Income tax benefit | $ | % | $ | % | ||||||||||||
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 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.
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 February 26, 2026, Thomas Wood, the Company’s founder, Chairman of the Board of Directors, and Chief Executive Officer passed away.
Effective March 2, 2026, Anita Michaels, the sole surviving member of the Board following Mr. Wood’s passing, COO, and his sister, who, upon his death, inherited his ownership interest in the Company, including his proxy voting rights to the super voting preferred shares 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.
On January 27, 2026, the Company issued a
On January 2, 2026, 1800 Diagonal converted $
During February 2026, 1800 Diagonal converted
$
F-17
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Management’s Report Disclosure Controls and Procedures
During the fourth quarter of the year ended December 31, 2025 we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the required time periods specified in the Commission’s rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, 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. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. In addition, we engaged accounting consultants to assist in the preparation of our financial statements. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.
Management’s Report on Internal Control over Financial Reporting
Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is a process designed by, or under the supervision of, our principal executive and principal financial officers, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The management is responsible for establishing and maintaining adequate internal control over our financial reporting. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the Internal Control – Integrated Framework (2013) developed by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our internal control over financial reporting were not effective as of December 31, 2025.
11
We are aware of the following material weaknesses in internal controls over financial reporting that could adversely affect the Company’s ability to record, process, summarize and report financial data:
| ● |
Due to our size and limited resources, we currently do not employ the appropriate accounting personnel to ensure (a) we maintain proper segregation of duties, (b) that all transactions are entered timely and accurately, (c) we properly account for complex or unusual transactions, and (d) maintain accounting records and review and approval of those accounting records. |
| ● | Due to our size and scope of operations, we currently do not have an independent audit committee in place |
| ● | Due to our size and limited resources, we have not properly documented a complete assessment of the effectiveness of the design and operation of our internal control over financial reporting. |
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent limitations, which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process, which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the fourth quarter of the year ended December 31, 2025, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION
None
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
12
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
The names of our director and executive officers as of December 31, 2025, their ages, positions, and biographies are set forth below. Our executive officers are appointed by, and serve at the discretion of, our board of directors.
| Name | Age | Position(s) | ||
| Tom Wood (1) | 79 | Former Chief Executive Officer and Director | ||
| Jeffrey Marshall (2) | 48 | Chief Executive Officer and Director | ||
| Anita Michaels (2) (3) | 72 | Chief Operating Officer, Chairman of the Board | ||
| Alexander Johnson (2) | 52 | Director |
| (1) | Mr. Wood passed away on February 26, 2026. |
| (2) | Appointed March 2, 2026 |
| (3) | Anita Michaels, the sole surviving member of the Board following Mr. Wood’s passing, COO, and his sister, who, upon his death, inherited his ownership interest in the Company, including his super voting preferred shares 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. The reconstituted Board of Directors thereafter ratified these actions by unanimous written consent on March 2, 2026. |
13
Anita Michaels, Chief Operating Officer and Chairman of the Board
Anita Michaels brings over 40 years of clinical and administrative healthcare experience to the Board. Her career spans multiple disciplines, including surgery, post-operative care, medical-surgical nursing, psychiatric care, and geriatrics. Ms. Michaels has held management and administrative leadership roles across hospital and long-term care settings, including positions as Clinical Nurse Supervisor, Infection Preventionist, Intake Assessment Coordinator, and Director of Nursing. That breadth of clinical operations experience combined with her role as the Company’s majority shareholder following the passing of Thomas Wood positions her well to provide oversight and continuity during this transition period. Ms. Michaels has maintained financial oversight of the Company and will continue to do so as the Company scales its commercial operations under new executive leadership.
Ms. Michaels does not currently serve as a director of any other public company and has no reportable transactions in the Company’s securities. There are no arrangements or understandings between Ms. Michaels and any other person pursuant to which she was elected as Chairman.
Jeffrey Marshall, Chief Executive Officer and Director
Effective March 2, 2026, the Board of Directors appointed Jeffrey Marshall as Chief Executive Officer and as a member of the Board. Mr. Marshall brings extensive industry experience in sales, marketing, business development, and corporate leadership. He is also the founder and operator of HPM Marketing LLC and will continue certain limited outside consulting activities to the extent they do not conflict with his duties to the Company.
Alexander Johnson, Director
Alexander Johnson is a corporate consultant and capital markets advisor with experience guiding companies across the full spectrum of growth from early-stage formation through public market entry and exit. His advisory work spans public company compliance, capital structure optimization, private placements, investor relations, and mergers and acquisitions, with a particular focus on OTC-listed and emerging-growth companies navigating the complexities of Regulation D and Regulation A securities offerings. Mr. Johnson has advised companies on corporate restructuring initiatives, fundraising strategy, and IR/PR programs, and has previously consulted for REMSleep Holdings, Inc. in connection with its capital formation strategy, investor communications, and corporate governance before his appointment to the Board.
Indemnification of Directors and Officers
Our Articles of Incorporation and Bylaws both provide for the indemnification of our officers and directors, to the fullest extent, permitted by Nevada law.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and persons who own more than ten percent of our common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock. Officers, directors and ten-percent or greater beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based upon a review of those forms and representations regarding the need for filing for the year ended December 31, 2025, we believe all necessary forms have been filed.
Insider Trading Policies
During the fiscal year ended December 31, 2025,
no director or officer of the Company
Director Independence
We currently do not have any independent directors, as the term “independent” is defined in Section 803A of the NYSE Amex LLC Company Guide. Since the OTC Markets does not have rules regarding director independence, the Board makes its determination as to director independence based on the definition of “independence” as defined under the rules of the New York Stock Exchange (“NYSE”) and American Stock Exchange (“Amex”).
14
Board Committees
Our board does not currently have a standing Audit Committee, Compensation Committee or Nominating/Corporate Governance Committee due the board’s limited size and the Company’s limited operations. The entire Board of Directors performs all functions that would otherwise be performed by committees. Given the present size of our Board, it is not practical for us to have committees other than those described above, or to have more than two directors on such committees. If we are able to grow our business and increase our operations, we intend to expand the size of our board and our committees and allocate responsibilities accordingly.
Board Leadership Structure and Risk Oversight
The Board of Directors oversees our business and considers the risks associated with our business strategy and decisions. The board currently implements its risk oversight function as a whole. Each of the board committees, when established, will provide risk oversight in respect of its areas of concentration and report material risks to the board for further consideration.
Code of Ethics
We have not adopted a code of ethics due to our limited size. We intend to adopt a code of ethics when warranted.
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation
The following table provides information as to cash compensation of all executive officers of the Company, for each of the Company’s last two fiscal years.
| Stock | Option | Non-Equity Incentive Plan |
Nonqualified Deferred Compensation |
All Other | |||||||||||||||||||||||||||||||
| Name and | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | |||||||||||||||||||||||||||
| principal position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||||||||||
| Tom Wood (1) (2) (3) | 2025 | $ | 88,500 | $ | 0 | $ | 1,728,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 1,816,500 | ||||||||||||||||||
| (former Chief Executive Officer) | 2024 | $ | 95,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 95,000 | ||||||||||||||||||
| Anita Michaels | 2025 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||
| Chief Operating Officer | |||||||||||||||||||||||||||||||||||
| Jonathan B. Lane | 2025 | $ | 7,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 7,000 | ||||||||||||||||||
| (former Vice President and Chief Technology Officer) | 2024 | $ | 47,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 47,000 | ||||||||||||||||||
| (1) | Mr. Wood passed away on February 26, 2026. |
| (2) | On September 9, 2025, the Company issued 1,600,000 shares of Series C preferred stock to Mr. Wood for services rendered. The shares were valued based on their conversion rate to common stock of 300 to 1 and then the closing stock price of common stock on September 9, 2025, of $0.0036, for total non-cash expense of $1,728,000. |
| (3) | As of December 31, 2025, Mr. Wood was the only Director. There was no director compensation paid in the past two fiscal years. |
Outstanding Equity Awards at Fiscal Year End. There were no outstanding equity awards as of December 31, 2025.
15
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of April 10, 2026, certain information with respect to the beneficial ownership of shares of our common stock by: (i) each person known to us to be the beneficial owner of more than five percent (5%) of our outstanding shares of common stock, (ii) each director or nominee for director of our Company, (iii) each of the executives, and (iv) our directors and executive officers as a group. Unless otherwise indicated, the address of each shareholder is c/o our company at our principal office address:
| Name and Address of Beneficial Owner (1)(2) | Shares of Common Stock |
Percent of Class |
||||||
| Anita Michaels Chairman (4) | 10,250,000 | * | % | |||||
| Jeffrey Marshall, Chief Executive Officer | - | - | ||||||
| Alexander Johnson, Director | - | - | ||||||
| Tom Wood, former CEO (3) (5) | 25,969,494 | 2.4 | % | |||||
| All Officers and Directors as a Group (4 persons) | 36,219,494 | 2.4 | % | |||||
| * | - less than 1% |
| (1) | Beneficial ownership is calculated based on 1,694,610,123 shares of common stock issued and outstanding as of the date hereof, together with securities exercisable or convertible into such shares within sixty (60) days of the date hereof for each stockholder. The shares of common stock issuable pursuant to those convertible securities, options or warrants are deemed outstanding for computing the percentage ownership of the person holding such convertible securities, options or warrants but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. |
| (2) | The address for each of the officers and directors is c/o REMSleep Holding, Inc., 3222 Highway 84, Suite 101, Blackshear, Georgia 31516. |
| (3) | Tom Wood also owns 1,000,000 Preferred A Shares, which shares may be converted on a 1 to 1 basis; 400,000 Preferred B Shares, which shares may be converted on a 1 to 100 basis; and 3,600,000 Preferred C Shares, which shares may be converted on a 1 to 300 basis. No Preferred Shares have been converted. |
| (4) | Anita Michaels also owns 1,000,000 Preferred A Shares, which shares may be converted on a 1 to 1 basis; 100,000 Preferred B Shares, which shares may be converted on a 1 to 100 basis; and 400,000 Preferred C Shares, which shares may be converted on a 1 to 300 basis. No Preferred Shares have been converted. |
| (5) | Effective March 2, 2026, Anita Michaels, the sole surviving member of the Board following Mr. Wood’s passing, COO, and his sister, who, upon his death, inherited his ownership interest in the Company, including his proxy voting rights to the super voting preferred shares acted by written consent in lieu of a meeting to reconstitute the Board. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The Company executed a new employment agreement with Mr. Wood on January 1, 2025. Per the terms of the agreement Mr. Wood is to be compensated $9,000 per month. During the years ended December 31, 2025 and 2024, cash payments of $88,500 and $95,000, respectively, were paid to Mr. Wood. As of December 31, 2025 and 2024, there was $0 and $7,500 of prepaid compensation expense for Mr. Wood, respectively.
16
On September 9, 2025, the Company issued 1,600,000 shares of Series C preferred stock to Mr. Wood for services rendered. The shares were valued based on their conversion rate to common stock of 300 to 1 and then the closing stock price of common stock on September 9, 2025, of $0.0036, for total non-cash expense of $1,728,000.
On September 9, 2025, the Company issued 400,000 shares of Series C preferred stock to Anita Michaels, the sister of Mr. Wood, for services rendered. The shares were valued based on their conversion rate to common stock of 300 to 1 and then the closing stock price of common stock on September 9, 2025, of $0.0036, for total non-cash expense of $432,000.
The Company has entered into an at-will consulting agreement with Jonathan Lane to serve as Chief Technology Officer. During the year ended December 31, 2025 and 2024, the Company made cash payments to Mr. Lane of $7,000 and $47,000, respectively. Mr. Lane is no longer employed by the Company.
During the year ended December 31, 2025 and 2024, the Company paid $37,850 and $31,100, respectively, to the brother of the CEO for services related to development of the Company’s product. The payments are accounted for in development expense.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
The aggregate fees billed for professional services rendered by our auditor Fruci & Associates II, PLLC for the audit and review of our financial statements for the fiscal years ended December 31, 2025 and 2024 amounted to $51,000 and $52,595, respectively.
Audit-Related Fees
Our principal accountant rendered assurance and related services reasonably related to the performance of the audit or review of our financial statements for the years ended December 31, 2025 and 2024 in the amount of $0 and $0, respectively.
Tax Fees
The aggregate fees billed for professional services rendered by our principal accountant for the tax compliance for the years ended December 31, 2025 and 2024 was $7,600 and $6,000, respectively.
All Other Fees
During the fiscal years ended December 31, 2025 and 2024, there were no fees billed for products and services provided by the principal accountant other than those set forth above.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| Exhibit Number |
Description | |
| 10.1 (1) | Executive Employment Agreement with Jeffrey Marshall, effective March 2, 2026 | |
| 10.2 * | Convertible Promissory Note and Securities Purchase Agreement, Quick Capital LLC, January 27, 2026 | |
| 31.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*) | |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*) | |
| 101.INS* | Inline XBRL Instance Document. | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| (*) | Filed herewith |
| (1) | Incorporated by reference to Form 8-K filed March 4, 2026. |
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized.
| REMSleep Holdings, Inc | ||
| By: | /s/ Jeffrey Marshall | |
| Jeffrey Marshall | ||
| Chief Executive Officer, Director | ||
| Date: | April 15, 2026 | |
| By: | /s/ Anita Michaels | |
| Anita Michaels | ||
| Chairman of the Board | ||
| Date: | April 15, 2026 |
| By: | /s/ Alexander Johnson | |
| Alexander Johnson | ||
| Director | ||
| Date: | April 15, 2026 |
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