[10-Q] RemSleep Holdings Inc. Quarterly Earnings Report
REMSleep Holdings (RMSL) reported Q3 2025 results showing a much larger loss while beginning sales of its DeltaWave CPAP interface. Revenue for the quarter was $7,454, down from $37,260 a year earlier, and the quarterly net loss widened to $2,312,146. For the first nine months of 2025, revenue was $12,278 versus $122,735 in 2024, with a net loss of $2,685,406 and an accumulated deficit of $17,956,162.
Results were heavily affected by a $2,160,000 non-cash compensation expense from issuing Series C preferred stock to the CEO and a related party. The company relies on multiple convertible promissory notes from 1800 Diagonal, which generated significant interest expense and share issuances totaling 73,214,713 shares in the period. At September 30, 2025, cash was $343,948 and net cash used in operating activities was $373,395. Management states there is substantial doubt about the company’s ability to continue as a going concern. Common shares outstanding were 1,617,658,094 as of November 18, 2025.
- None.
- Substantial going concern uncertainty: management reports a net loss of $2,685,406 for the nine months ended September 30, 2025, an accumulated deficit of $17,956,162, negative operating cash flow of $373,395, and explicitly states there is substantial doubt about the company’s ability to continue as a going concern.
- Sharp revenue decline and limited scale: nine‑month revenue fell to $12,278 in 2025 from $122,735 in 2024 as CPAP machine sales ceased and DeltaWave sales remained small, leaving the business far from covering operating and financing costs.
- Heavy dilution from discounted convertible debt: in the nine months, 1800 Diagonal converted $296,200 of principal and $12,210 of interest into 73,214,713 common shares, with an additional 9,054,321 shares issued after quarter‑end, and multiple outstanding notes carry 25–30% conversion discounts to recent trading prices.
- Large related‑party stock compensation: issuance of 1,600,000 and 400,000 Series C preferred shares to the CEO and a related party generated $2,160,000 of non‑cash expense, materially increasing the net loss while adding substantial potential dilution.
- Internal control weakness: disclosure controls and procedures were deemed not effective as of September 30, 2025 due to a lack of segregation of duties, indicating ongoing control and governance challenges.
Insights
RMSL’s Q3 shows minimal revenue, larger losses, heavy dilution and going concern risk.
REMSleep has shifted from selling CPAP machines to its DeltaWave interface, but commercial traction remains limited. Q3 2025 revenue was only
The nine‑month net loss expanded to
Financing relies on 1800 Diagonal convertible notes carrying 25–
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
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Indicate the number of shares
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TABLE OF CONTENTS
| Page No. | ||
| PART I. - FINANCIAL INFORMATION | 1 | |
| Item 1. | Financial Statements | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Plan of Operations | 2 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 6 |
| Item 4 | Controls and Procedures | 6 |
| PART II - OTHER INFORMATION | 7 | |
| Item 1. | Legal Proceedings | 7 |
| Item 1A. | Risk Factors | 7 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 7 |
| Item 3. | Defaults Upon Senior Securities | 7 |
| Item 4. | Mine Safety Disclosures | 7 |
| Item 5. | Other Information | 7 |
| Item 6. | Exhibits | 7 |
| Signatures | 8 | |
i
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
REMSLEEP HOLDINGS, INC.
| Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024 (audited) | F-1 | |
| Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited) | F-2 | |
| Statements of Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited) | F-3 | |
| Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited) | F-5 | |
| Notes to the Financial Statements (unaudited) | F-6 |
1
REMSLEEP HOLDINGS, INC.
BALANCE SHEETS
| September 30,
2025 | December 31,
2024 | |||||||
| ASSETS | (Unaudited) | (Audited) | ||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net of allowance of $ | — | |||||||
| 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 notes payable, net of $ | ||||||||
| Accrued interest | ||||||||
| Derivative liability | ||||||||
| Operating lease liability – current portion | ||||||||
| Total current liabilities | ||||||||
| Operating lease liability – net of current portion | — | |||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | — | — | ||||||
| STOCKHOLDERS’ EQUITY (DEFICIT): | ||||||||
| Series A preferred stock, $ | ||||||||
| Series B preferred stock, $ | ||||||||
| Series C preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| 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 unaudited financial statements.
F-1
REMSLEEP HOLDINGS, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 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 | — | ( | ) | — | ( | ) | ||||||||||
| Loss on issuance of convertible debt | — | — | ( | ) | — | |||||||||||
| (Loss) gain on conversion of debt | ( | ) | ( | ) | ||||||||||||
| Early payment penalty | — | ( | ) | — | ( | ) | ||||||||||
| 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 unaudited financial statements.
F-2
REMSLEEP HOLDINGS, INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited)
| Series
A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Common Stock | Discount to Common | Additional Paid-in | Accumulated | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Stock | Capital | Deficit | Total | |||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||
| Common stock issued for warrants | — | — | — | — | — | — | — | ( | ) | — | — | |||||||||||||||||||||||||||||||||||||
| Net Loss | — | — | — | — | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for debt | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Net Loss | — | — | — | — | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Stock issued for services – related party | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Common stock issued for debt | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Net Loss | — | — | — | — | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||
F-3
| 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 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||
| Net Loss | — | — | — | — | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Common stock sold for cash | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Net Loss | — | — | — | — | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for debt | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Common stock sold for cash | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Net Loss | — | — | — | — | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
F-4
REMSLEEP HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
| For
the Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | ||||||||
| Change in fair value of derivative | ( | ) | ( | ) | ||||
| Loss on issuance of convertible debt | — | |||||||
| Loss on conversion of debt | — | |||||||
| Discount amortization | ||||||||
| Operating lease expense | ( | ) | ||||||
| Preferred stock issued for services – related parties | — | |||||||
| Loss on disposal of fixed assets | — | |||||||
| Gain on conversion | — | ( | ) | |||||
| Bad debt expense | — | |||||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Accounts receivable | — | ( | ) | |||||
| Prepaids and other assets | ( | ) | ||||||
| Inventory | ( | ) | ||||||
| Deposit on inventory | — | |||||||
| Accounts payable | ( | ) | ||||||
| Deferred revenue | — | — | ||||||
| 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 period | ||||||||
| Cash at end of the period | $ | $ | ||||||
| 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 | $ | $ | — | |||||
The accompanying notes are an integral part of these unaudited financial statements.
F-5
REMSLEEP HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBR 30, 2025
(Unaudited)
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
These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company’s 10-K for its fiscal year ended December 31, 2024. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of September 30, 2025, and the results of its operations and cash flows for the nine months then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year ending December 31, 2025.
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 September 30, 2025 and December 31, 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 no cash equivalents for the periods ended September 30, 2025 and December 31, 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 three and nine months ended September 30, 2025.
F-6
Property and Equipment
Fixed assets are carried at the lower of cost
or net realizable value. All fixed assets with a cost of $
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 September 30, 2025, the Company had approximately
As of September 30, 2024, the Company had approximately
Stock-Based Compensation
In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods.
Fair Value of Financial Instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
| Level 1: | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | |
| Level 2: | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | |
| Level 3: | Pricing inputs that are generally unobservable inputs and not corroborated by market data. |
The carrying amount of the Company’s financial
assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity
of those instruments.
F-7
| Total Fair Value at September 30, 2025 | Quoted prices in active markets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||||||||
| Derivative liabilities | $ | $ | — | $ | — | $ | ||||||||||
| 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. |
When the product ships control of the promised goods is transferred to the customers and the revenue is recognized.
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 September 30, 2025 and December
31, 2024, all the accounts receivable balance is due from one customer. As of September 30, 2025 and December 31, 2024, management
has determined that an allowance for doubtful account is required of $
F-8
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 September 30, 2025 and December 31, 2024, there is $0 and $
Recently Adopted Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – GOING CONCERN
The accompanying unaudited financial statements have been prepared
on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
The Company has an accumulated deficit of $
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 the DeltaWave. The Company will continue to finance its operations through debt and/or equity financing as needed.
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
F-9
Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income.
Assets stated at cost, less accumulated depreciation consisted of the following:
| September 30, 2025 | December 31, 2024 | |||||||
| Furniture/fixtures | $ | $ | ||||||
| Office equipment | ||||||||
| Automobile | ||||||||
| Tooling/Molds | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Fixed assets, net | $ | $ | ||||||
Depreciation expense
Depreciation expense for the nine months ended
September 30, 2025 and 2024 was $
NOTE 5 – CONVERTIBLE NOTE PAYABLE
On November 18, 2024, the Company issued a
On January 2, 2025, the Company issued a
On February 7, 2025, the Company issued a
On March 17, 2025, the Company issued a
During the nine months ended September 30, 2025,
$
F-10
On June 10, 2025, the Company issued a
During the nine months ended September 30, 2025,
$
On August 15, 2025, the Company issued a
During the nine months ended September 30, 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 September 30, 2025 | $ |
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 September 30, 2025 is as follows:
| Inputs | September 30, 2025 | Initial Valuation | ||||||
| Stock price | $ | $ | ||||||
| Conversion price | $ | $ | ||||||
| Volatility (annual) | % | % | ||||||
| Risk-free rate | % | % | ||||||
| Dividend rate | — | — | ||||||
| Years to maturity | . | |||||||
F-11
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 September 30, 2025 and December 31, 2024,
there is $
The Company has entered into an at-will consulting
agreement with Jonathan Lane to serve as Chief Technology Officer. During the nine months ended September 30, 2025 and 2024, the Company
made cash payments to Mr. Lane of $
During the nine months ended September 30, 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 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. We account for short-term leases, those lasting fewer than 12 months, using the practical expedient as outlined in the guidance, which does not include recording such leases on the balance sheet.
Adoption of Accounting Standard Update (“ASU”)
2016-02, Leases (Topic 842), resulted in recording an initial right-of-use (“ROU”) assets and operating lease liabilities
of $
| Asset | Balance Sheet Classification | September 30, 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-12
The operating lease expense for the above agreement
for the nine months ended September 30, 2025, was $
The operating
lease expense for the above agreement for the nine months ended September 30, 2024, was
$
The Company entered into a Lease Agreement (the
“Lease”) with Tuck property, LLC (the “Lessor”), effective June 1, 2025, relating to approximately
| Asset | Balance Sheet Classification | September 30, 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 September 30, 2025 consisted of the following:
| For the year ended December 31: | ||||
| 2025 | $ | |||
| 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 nine months ended September 30, 2025, was $
F-13
NOTE 8 – WARRANTS
The warrants were issued to Quick Capital LLC
on December 15, 2023, in conjunction with an Equity Purchase Agreement. The warrants were evaluated for purposes of classification between
liability and equity. The warrants did not contain features that would require a liability classification and were therefore considered
equity. The Black Scholes pricing model was used to estimate the fair value of the Warrants which was allocated to additional paid in
capital of the shares purchased.
| Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contract Term | Intrinsic Value | |||||||||||||
| Outstanding, December 31, 2023 | $ | |||||||||||||||
| Issued | — | $ | — | — | ||||||||||||
| Cancelled | — | $ | — | — | ||||||||||||
| Exercised | — | $ | — | — | ||||||||||||
| Outstanding, December 31, 2024 | $ | $ | — | |||||||||||||
| Issued | — | $ | — | — | ||||||||||||
| Cancelled | — | $ | — | — | ||||||||||||
| Exercised | ( | ) | $ | — | — | |||||||||||
| Outstanding, September 30, 2025 | — | $ | — | — | $ | — | ||||||||||
NOTE 9 – COMMON STOCK TRANSACTIONS
On March 13, 2025, the Company issued
During the nine ended September 30, 2025, 1800
Diagonal converted $
F-14
NOTE 10 – 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 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
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 unaudited financial statements were available to be issued and has determined that there are the following material subsequent event to disclose in these unaudited financial statements.
Subsequent to September 30, 2025, 1800 Diagonal
converted $
F-15
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS.
Forward-looking Statements
Except for statements of historical fact, the information presented herein constitutes forward-looking statements. These forward-looking statements generally can be identified by phrases such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “foresees,” “intends,” “plans,” or other words of similar import. Similarly, statements herein that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, our ability to: successfully commercialize our technology; generate revenues and achieve profitability in an intensely competitive industry; compete in products and prices with substantially larger and better capitalized competitors; secure, maintain and enforce a strong intellectual property portfolio; attract additional capital sufficient to finance our working capital requirements, as well as any investment of plant, property and equipment; develop a sales and marketing infrastructure; identify and maintain relationships with third party suppliers who can provide us a reliable source of raw materials; acquire, develop, or identify for our own use, a manufacturing capability; attract and retain talented individuals; continue operations during periods of uncertain general economic or market conditions, and; other events, factors and risks previously and from time to time disclosed in our filings with the Securities and Exchange Commission. Although we believe the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on our forward-looking statements, which speak only as of the date of this report. Except as required by law, we do not undertake to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Overview
We were incorporated in the State of Nevada on June 6, 2007. On August 2, 2010, we changed our name from Bella Viaggio, Inc. to Kat Gold Holdings Corp. Effective January 1, 2015, we completed an exchange agreement to purchase 100% of the outstanding interests of REMSleep LLC in exchange for 50,000,000 common shares of REMSleep Holdings, Inc.’s stock, at which time REMSleep LLC became our wholly-owned subsidiary and adopted their business of developing and distributing our sleep apnea products. On January 5, 2015, we changed our name to REMSleep Holdings, Inc. to reflect our new business model.
Our officers have 35 years of sleep-industry experience, including having been employed at sleep industry companies. Our officers invented our DeltaWave CPAP interface (the “DeltaWave”) as an innovative new device to treat patients with sleep apnea. The patent-pending DeltaWave product is a nasal-pillows type interface that will result in better comfort and, therefore, better compliance since it was specifically designed with unique airflow characteristics to enable patients with sleep apnea to breathe normally. A survey that appeared in DME Business found that 89% of patients stated that mask-interface comfort was their primary concern. The primary issue that we have addressed with the DeltaWave is the “work of breathing” component. We believe that our DeltaWave is designed to effectively address the stubborn issues that continue to affect a patient’s ability to comply with treatment, as follows:
| ● | Does not disrupt normal breathing mechanics; | |
| ● | Is not claustrophobic; | |
| ● | Causes zero work of breathing (WOB); | |
| ● | Minimizes or eliminates drying of the sinuses; | |
| ● | Uses less driving pressure; and | |
| ● | Allows users to feel safe and secure while sleeping. |
2
Pending adequate financing, we plan to conduct clinical trials to test product effectiveness.
On June 28, 2016, we applied for a patent for a new, innovative sleep apnea product that serves as an interface for the delivery of CPAP therapy and other respiratory needs. Our goal is to develop sleep products that achieve optimum compliance and comfort for CPAP patients.
On April 27, 2021, Remsleep was awarded utility patent 10987481 for its new Deltawave CPAP Pillows Mask for delivery of CPAP therapy and other respiratory needs. On March 5, 2024, Remsleep was awarded design patent D1,017,025 S. Our goal is to continue to develop sleep products for the treatment of OSA and capture 10% of the market in the next 24 months.
Our website is located at: http://remsleep.com.
Results of Operations
The three months ended September 30, 2025 compared to the three months ended September 30, 2024
Revenues
During the three months ended September 30, 2025, we recognized revenue and cost of goods for the sale of the DeltaWave of $7,454 and $28 respectively. For the three months ended September 30, 2024, we recognized revenue and cost of goods for the sale of our CPAP machines of $37,260 and $58,560 respectively. We stopped selling our CPAP machines at the end of 2024 and started selling the DeltaWave in 2025.
Operating Expenses
Professional fees were $11,750 and $22,680 for the three months ended September 30, 2025 and 2024, respectively, a decrease of $10,930 or 48.2%. Professional fees consist mostly of accounting, audit and legal fees. In the current period we had a decrease of legal fees of $10,150, accounting for most of the decrease.
Compensation expense was $2,197,000 and $49,000 for the three months ended September 30, 2025 and 2024, respectively. Compensation is paid to our CEO and it has been 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 CEO and the sister of the CEO, respectively, for a non-cash expense of $2,160,000.
Development expenses were $0 and $40,775 for the three months ended September 30, 2025 and 2024, respectively, a decrease of $40,774. Our development expenses have decreased in the current period as we have completed the development and testing of our DeltaWave product.
Lease expenses were $4,968 and $18,255 for the three months ended September 30, 2025 and 2024, respectively, a decrease of $13,287 or 72.8%. In the current period we have a new, less expensive lease, in a new location.
General and administrative expenses (“G&A”) were $76,977 and $42,105 for the three months ended September 30, 2025 and 2024, respectively, an increase of $34,872 or 82.2%. Our largest G&A expense and increases for those expenses in the current period are $12,000 for contractor expenses and $15,000 for selling expense for payments to outside sales people.
Other Expenses
The total other expense of $28,877, for the three months ended September 30, 2025, included $130,133 for interest expense, of which $123,301 was for the amortization of debt discount and a loss on conversion of debt of $47,271. These losses were offset by a $148,527 gain on the change in fair value of derivatives The total other expense of $83,794 for the three months ended September 30, 2024, included $64,392 for interest expense, for the amortization of debt discount, a loss on the disposal of fixed assets of $85,893, a gain on conversion of debt of $14,270, and an early payment penalty of $16,574. We also recognized a gain on the change in the fair value of derivatives of $68,795.
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Net Loss
For the three months ended September 30, 2025, we had a net loss of $2,312,146 as compared to a net loss of $277,909 for the three months ended September 30, 2024. The $2,034,237 increase to our net loss is due to the reasons discussed above.
The nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Revenues
During the nine months ended September 30, 2025, we recognized revenue and cost of goods for the sale of the DeltaWave of $12,278 and $628 respectively. For the nine months ended September 30, 2024, we recognized revenue and cost of goods for the sale of our CPAP machines of $122,735 and $78,090, respectively. In 2025 we stopped selling our CPAP machines and started selling the DeltaWave.
Operating Expenses
Professional fees were $47,300 and $87,365 for the nine months ended September 30, 2025 and 2024, respectively, a decrease of $40,065 or 45.9%. Professional fees consist mostly of accounting, audit and legal fees. In the current period we had a decrease of legal fees of $38,270, contributing to most of the decrease period over period.
Compensation expense was $2,248,000 and $105,000 for the nine months ended September 30, 2025 and 2024, respectively, an increase of $2,143,000. Compensation is paid to our CEO and it has been 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 CEO and the sister of the CEO, respectively, for a non-cash expense of $2,160,000.
Development expenses were $18,700 and $196,795 for the nine months ended September 30, 2025 and 2024, respectively, a decrease of $178,095 or 90.5%. Our development expenses have decreased in the current period as we have completed the development and testing of our DeltaWave product.
Lease expenses were $31,459 and $69,179 for the nine months ended September 30, 2025 and 2024, respectively, a decrease of $37,720 or 54.5%. In the current period we have a new, less expensive lease, in a new location.
G&A expenses were $213,327 and $201,501 for the nine months ended September 30, 2025 and 2024, respectively, an increase of $11,826 or 5.9%. Are largest G&A expense and increases for those expenses in the current period are $20,250 for contractor expenses, $15,000 for selling expense for payments to outside sales people, $12,500 of computer related expenses and $31,500 for consulting and selling expense. These increases are offset by a decrease of investor relations expenses of approximately $33,000 and depreciation expenses of approximately $40,000.
Other Expenses
The total other expense of $138,270, for the nine months ended September 30, 2025, included 350,100 for interest expense, of which $331,053 was for the amortization of debt discount, a loss on the issuance of convertible debt of $118,654, and a loss on conversion of debt of $101,404. These losses were offset by a $431,888 gain on the change in fair value of derivatives. The total other expense of $140,893 for the nine months ended September 30, 2024, included $125,303 for interest expense, $118,877 was for the amortization of debt discount, a loss on the disposal of fixed assets of $85,893, a gain on conversion of debt of $14,270, and an early payment penalty of $16,574. We also recognized a gain on the change in the fair value of derivatives of $72,607.
Net Loss
For the nine months ended September 30, 2025, we had a net loss of $2,685,406 as compared to a net loss of $756,088 for the nine months ended September 30, 2024. The $1,929,318 increase to our net loss is due to the reasons discussed above.
4
Liquidity and Capital Resources
Cash flow from operations
Cash used in operating activities for the nine months ended September 30, 2025, was $373,395 compared to $537,686 of cash used in operating activities for the nine months ended September 30, 2024.
Cash Flows from Investing
We had no investing activity for the nine months ended September 30, 2025. For the nine months ended September 30, 2024, we used $73,700 for the purchase of equipment and tooling.
Cash Flows from Financing
For the nine months ended September 30, 2025, we received $254,000 for the issuance of convertible notes payable. For the nine months ended September 30, 2024, we received $125,000 for the issuance of a convertible note payable, $93,000 of which was paid back with cash, and $395,000 from the sale of common stock.
Going Concern
As of September 30, 2025, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow from revenue to fund our proposed business.
We have suffered recurring losses from operations since our inception. In addition, we have yet to generate an internal cash flow from our business operations or successfully raised the financing required to develop our proposed business. As a result of these and other factors, our independent auditor has expressed substantial doubt about our ability to continue as a going concern. Our future success and viability, therefore, are dependent upon our ability to generate capital financing. The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon us and our shareholders.
Management’s plans with regard to these matters encompass the following actions: (i) obtaining funding from new investors to alleviate our working capital deficiency, and (ii) implementing a plan to generate sales. Our continued existence is dependent upon our ability to resolve our liquidity problems and increase profitability in our current business operations. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. Our financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
5
Critical Accounting Policies
Refer to Note 2 to the Financial Statements for the nine months ended September 30, 2025, for a condensed discussion of our critical accounting policies and our Form 10-K for the year ended December 31, 2024, for a full discussion of our critical accounting policies and procedures.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Each of our principal executive and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a - 15(e) and 15d - 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on their evaluation, each such person concluded that our disclosure controls and procedures were not effective as of September 30, 2025 due to a lack of segregation of duties.
In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.
Changes in Internal Control over Financial Reporting.
Our management has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter. Based on that evaluation, management concluded that there has been no change in our internal control over financial reporting during the relevant period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
6
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On March 13, 2025, the Company issued 11,768,934 shares of common stock for a cashless exercise of 15,000,000 warrants held by Quick Capital LLC.
During the nine ended September 30, 2025, 1800 Diagonal converted $296,200 and $12,210 of principal and interest, respectively, into 73,214,713 shares of common stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
(a) Documents furnished as exhibits hereto:
| Exhibit No. | Description | |
| 10.1 | Convertible Note Payable, 1800 Diagonal Lending LLC, August 15, 2025 | |
| 31.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101). |
7
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| REMSLEEP HOLDINGS, INC. | ||
| Date: November 19, 2025 | By: | /s/ Thomas J. Wood |
| Thomas J. Wood | ||
| Chief Executive Officer and Director (Principal Executive Officer) (Principal Financial and Accounting Officer) | ||
8
FAQ
How did REMSleep (RMSL) perform financially in Q3 2025?
For Q3 2025, REMSleep reported revenue of $7,454 and a net loss of $2,312,146, compared with revenue of $37,260 and a net loss of $277,909 in Q3 2024. The larger loss reflects higher compensation expense, including non‑cash preferred stock grants, and interest and conversion‑related costs from convertible notes.
What were REMSleep (RMSL) results for the nine months ended September 30, 2025?
For the nine months ended September 30, 2025, REMSleep generated revenue of $12,278 and recorded a net loss of $2,685,406, compared with revenue of $122,735 and a net loss of $756,088 for the same period in 2024. Operating cash outflow was $373,395, and the accumulated deficit reached $17,956,162.
What is happening with REMSleep’s DeltaWave product and legacy CPAP machines?
The company stopped selling its CPAP machines at the end of 2024 and began selling its DeltaWave CPAP interface in 2025. In Q3 2025, it recognized DeltaWave revenue of $7,454 with cost of goods of $28, and for the nine months revenue was $12,278 with cost of goods of $628. Management notes that development and testing of DeltaWave have been completed.
Why does REMSleep (RMSL) have a going concern warning?
Management states there is substantial doubt about the company’s ability to continue as a going concern because it has suffered recurring losses, has not generated sufficient cash flow from operations, and depends on raising additional capital. At September 30, 2025, the company reported a net loss of $2,685,406 for the nine months, an accumulated deficit of $17,956,162, and negative operating cash flow of $373,395.
How is REMSleep (RMSL) financing its operations and what dilution has occurred?
Operations are being financed primarily through convertible promissory notes issued to 1800 Diagonal Lending LLC and related entities. During the nine months ended September 30, 2025, the lender converted $296,200 of principal and $12,210 of interest into 73,214,713 common shares, and subsequently converted an additional $18,335 of principal into 9,054,321 shares. Common shares outstanding were 1,617,658,094 as of November 18, 2025.
What related-party transactions affected REMSleep (RMSL) in 2025?
On
What are the key balance sheet figures for REMSleep (RMSL) at September 30, 2025?
At September 30, 2025, Total Assets were $464,065, Total Liabilities were $214,725, and Total Stockholders’ Equity was $249,340. Cash was $343,948, derivative liabilities related to convertible instruments were $47,717, and the company reported potentially dilutive securities including preferred stock and convertible debt.
