RMSL RemSleep Holdings Inc (QB)

Exhibit 4.1

 

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

 

THE ISSUE PRICE OF THIS NOTE IS $143,000.00

THE ORIGINAL ISSUE DISCOUNT IS $13,000.00

 

Principal Amount: $143,000.00	Issue Date: January 10, 2024
Purchase Price: $130,000.00

 

CONVERTIBLE PROMISSORY NOTE

 

FOR VALUE RECEIVED, REMSLEEP HOLDINGS, INC., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, or registered assigns (the “Holder”) the sum of $143,000.00 together with any interest as set forth herein, on January 10, 2025 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of ten percent (10%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall be computed on the basis of a 365 day year and the actual number of days elapsed. Interest shall commence accruing on the Issue Date but shall not be payable until the Note becomes payable (whether at Maturity Date or upon acceleration or by prepayment). All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

 

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

 

 

The following terms shall apply to this Note:

 

ARTICLE I. CONVERSION RIGHTS

 

1.1 Conversion Right. The Holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Note and ending on the later of: (i) the Maturity Date, or (ii) the date of payment of the Default Amount (as defined in Article III), each in respect of the remaining outstanding amount of this Note to convert all or any part of the outstanding and unpaid amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”); however, if the Notice of Conversion is sent after 6:00pm, New York, New York time the Conversion Date shall be the next business day. The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.4 hereof.

 

1.2 Conversion Price. The Conversion Price shall equal the Variable Conversion Price (as defined herein)(subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 75% multiplied by the Market Price (as defined herein) (representing a discount rate of 25%). “Market Price” means the average of the three (3) lowest Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

 

 

1.3 Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved three times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Note in effect from time to time initially 28,536,585 shares)(the “Reserved Amount”). The Reserved Amount shall be increased from time to time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

 

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.

 

1.4 Method of Conversion.

 

(a) Mechanics of Conversion. As set forth in Section 1.1 hereof, from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower (upon payment in full of any amounts owed hereunder).

 

(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion.

 

 

(c) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.

 

(d) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit and Withdrawal at Custodian (“DWAC”) system.

 

(e) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to Deliver Fee”); provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1.4(e) are justified.

 

 

1.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement).

 

Any restrictive legend on certificates representing shares of Common Stock issuable upon conversion of this Note shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall have received an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Company so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act; or otherwise may be sold pursuant to an exemption from registration. In the event that the Company does not reasonably accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144), at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

 

1.6 Effect of Certain Events.

 

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III). “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

 

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, ten (10) days prior written notice (but in any event at least five (5) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

 

 

(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

 

1.7 Prepayment. Notwithstanding anything to the contrary contained in this Note, at any time during the periods set forth on the table immediately following this paragraph (the “Prepayment Periods”) or as otherwise agreed to between the Borrower and the Holder, the Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the direction of the Holder as specified by the Holder in a writing to the Borrower (which shall direction to be sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage (“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4 hereof (the “Optional Prepayment Amount”).

 

Prepayment Period		Prepayment Percentage
1. The period beginning on the Issue Date and ending on the date which is ninety (90) days following the Issue Date.			110	%
2. The period beginning on the date which is ninety-one (91) days following the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date.			115	%

 

 

After the expiration of the Prepayment Periods set forth above, the Borrower may submit an Optional Prepayment Notice to the Holder. Upon receipt by the Holder of the Optional Prepayment Notice post Prepayment Periods, the prepayment shall be subject to the Holder’s and the Borrower’s agreement with respect to the applicable Prepayment Percentage.

 

Notwithstanding anything contained herein to the contrary, the Holder’s conversion rights herein shall not be affected in any way until the Note is fully paid (funds received by the Holder) pursuant to an Optional Prepayment Notice.

 

ARTICLE II. CERTAIN COVENANTS

 

2.1 Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

 

ARTICLE III. EVENTS OF DEFAULT

 

If any of the following events of default (each, an “Event of Default”) shall occur:

 

3.1 Failure to Pay Principal and Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity or upon acceleration and such breach continues for a period of five (5) days after written notice from the Holder.

 

3.2 Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.

 

 

3.3 Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of twenty (20) days after written notice thereof to the Borrower from the Holder.

 

3.4 Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

 

3.5 Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

 

3.6 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

 

3.7 Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.

 

3.8 Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

 

3.9 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

 

3.10 Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

 

3.11 Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC at any time after 180 days after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

 

3.12 Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

 

 

3.13 Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder.

 

Upon the occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due at the Maturity Date), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Amount (as defined herein). UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT AMOUNT (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due on this Note upon a Trading Market Prepayment Event pursuant to Section 1.7 or upon acceleration), 3.3, 3.4, 3.7, 3.8, 3.10, 3.11, 3.12, 3.13, and/or 3.14 exercisable through the delivery of written notice to the Borrower by such Holders (the “Default Notice”), and upon the occurrence of an Event of Default specified the remaining sections of Articles III (other than failure to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3,1 hereof), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”) plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

 

If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.

 

 

ARTICLE IV. MISCELLANEOUS

 

4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

 

4.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

 

If to the Borrower, to:

 

REMSLEEP HOLDINGS, INC.

14175 Icot Boulevard, Suite 300

Clearwater, Florida 33760

Attn: Thomas J. Wood, Chief Executive Officer/Chief Financial Officer

Fax:

Email: romantom@live.com

 

If to the Holder:

 

1800 DIAGONAL LENDING LLC

1800 Diagonal Road, Suite 623

Alexandria VA 22314

Attn: Curt Kramer, President

e-mail: ckramer6@bloomberg.net

 

With a copy by fax only to (which copy shall not constitute notice):

 

Naidich Wurman LLP

111 Great Neck Road, Suite 216

Great Neck, NY 11021

Attn: Allison Naidich

facsimile: 516-466-3555

e-mail: allison@nwlaw.com

 

 

4.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

 

4.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the Securities and Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement; and may be assigned by the Holder without the consent of the Borrower.

 

4.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

 

4.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the Circuit Court of Fairfax County, Virginia or in the Alexandria Division of the United States District Court for the Eastern District of Virginia. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any objection or defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The Holder shall be entitled to recover from the Borrower its reasonable attorney’s fees and costs incurred in connection with or related to any Event of Default by the Company, as defined in Article III hereof. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof or any agreement delivered in connection herewith. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

4.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

 

4.8 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

 

 

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on January 10, 2024

 

REMSLEEP HOLDINGS, INC.
By:	/s/ Thomas J. Wood
	Thomas J. Wood
	Chief Executive Officer/Chief Financial Officer

 

 

EXHIBIT A -- NOTICE OF CONVERSION

 

The undersigned hereby elects to convert $________________ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of REMSLEEP HOLDINGS, INC., a Nevada corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of January 10, 2024 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

 

Box Checked as to applicable instructions:

 

☐

The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

 

Name of DTC Prime Broker:

Account Number:

 

☐

The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

 

	Date of conversion:
	Applicable Conversion Price:	$
	Number of shares of common stock to be issued pursuant to conversion of the Notes:
	Amount of Principal Balance due remaining under the Note after this conversion:

 

1800 DIAGONAL LENDING LLC

 

	By:
	Name:	Curt Kramer
	Title:	President
	Date:	_________________

 

 

13

 

Exhibit 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Thomas J. Wood, certify that:

 

1.	I have reviewed this Form 10-Q/A for the period ended March 31, 2024, of REMSleep Holdings, Inc.:

 

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

As the registrant’s sole certifying officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, 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;

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	As the registrant’s sole certifying officer I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: May 29, 2024

 

/s/ Thomas J. Wood
Thomas J. Wood
Chief Executive Officer, Chief Financial Officer, and Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES—OXLEY ACT OF 2002

 

In connection with the Quarterly Report of REMSleep Holdings, Inc. on Form 10-Q/A for the period ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Thomas J. Wood, Chief Executive Officer and Chief Financial Officer of REMSleep Holdings, Inc., certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

●

the quarterly report on Form 10-Q/A of the Company for the period ended March 31, 2024, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

●

the information contained in this Form 10-Q/A fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: May 29, 2024

 

By:	/s/ Thomas J. Wood
	Thomas J. Wood
	Chief Executive Officer and Chief Financial Officer
	(Principal Executive Officer) (Principal Financial and Accounting Officer)

 

v3.24.1.1.u2

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 17, 2024
Document Information [Line Items]
Document Type	10-Q/A
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	true
Amendment Description	The Company’s Form 10-Q for the quarter ended March 31, 2024, is being restated to correctly present the current number of outstanding shares on the cover page. No other changes have been made to the Form 10-Q.
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Information [Line Items]
Entity Registrant Name	REMSLEEP HOLDINGS, INC.
Entity Central Index Key	0001412126
Entity File Number	000-53450
Entity Tax Identification Number	47-5386867
Entity Incorporation, State or Country Code	NV
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Incorporation, Date of Incorporation	Jun. 06, 2007
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	14175 Icot Boulevard
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Clearwater
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33760
Entity Phone Fax Numbers [Line Items]
City Area Code	912
Local Phone Number	590-2001
Entity Listings [Line Items]
Title of 12(b) Security	Common
Trading Symbol	RMSL
Entity Common Stock, Shares Outstanding		1,475,313,085

v3.24.1.1.u2

Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash	$ 730,625	$ 719,100
Accounts receivable, net of allowance of $5,590 and $5,590, respectively	15,994	9,025
Other assets	12,000	8,710
Inventory	85,557	99,147
Total current assets	844,176	835,982
Other asset	10,000	10,000
Right of use asset	150,396	177,796
Property and equipment, net	154,976	182,536
Total Assets	1,159,548	1,206,314
Current Liabilities:
Accounts payable	14,000	37,000
Accrued compensation	60,500	60,500
Convertible note payable, net of discount of $94,111	48,889
Derivative liability	201,263
Accrued interest	3,213
Operating lease liability – current portion	138,659	134,438
Total current liabilities	466,524	231,938
Long Term Liabilities
Operating lease liability – net of current portion	14,904	43,676
Total Liabilities	481,428	275,614
Commitments and Contingencies
STOCKHOLDERS’ EQUITY (DEFICIT):
Common stock, $0.001 par value, 3,000,000,000 shares authorized, 1,461,616,601 shares issued and outstanding	1,461,615	1,461,615
Discount to common stock	(94,708)	(94,708)
Additional paid in capital	13,749,052	13,749,052
Accumulated Deficit	(14,445,339)	(14,192,759)
Total Stockholders’ Equity (Deficit)	678,120	930,700
Total Liabilities and Stockholders’ Equity (Deficit)	1,159,548	1,206,314
Series A Preferred Stock
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred Stock value	5,000	5,000
Series B Preferred Stock
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred Stock value	500	500
Series C Preferred Stock
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred Stock value	$ 2,000	$ 2,000

v3.24.1.1.u2

Balance Sheets (Parentheticals) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Net of allowance (in Dollars)	$ 5,590	$ 5,590
Convertible note net of discount (in Dollars)	$ 94,111
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	3,000,000,000	3,000,000,000
Common stock, shares issued	1,461,616,601	1,461,616,601
Common stock, shares outstanding	1,461,616,601	1,461,616,601
Series A Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	5,000,000	5,000,000
Preferred stock, shares outstanding	5,000,000	5,000,000
Series B Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	500,000	500,000
Series C Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	2,000,000	2,000,000
Preferred stock, shares outstanding	2,000,000	2,000,000

v3.24.1.1.u2

Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue	$ 57,881	$ 85,655
Cost of goods sold	13,590	73,576
Gross margin	44,291	12,079
Operating Expenses:
Professional fees	7,970	17,892
Development expense	22,188	26,782
Lease expense	28,908	46,304
General and administrative	85,440	82,077
Total operating expenses	168,506	233,055
Loss from operations	(124,215)	(220,976)
Other expense:
Interest expense	(27,979)	(5,283)
Change in fair value of derivative	(100,386)
Total other expense	(128,365)	(5,283)
Loss before income taxes	(252,580)	(226,259)
Provision for income taxes
Net Loss	$ (252,580)	$ (226,259)
Net loss per share, basic (in Dollars per share)	$ 0	$ 0
Weighted average common shares outstanding, basic (in Shares)	1,461,616,601	1,461,616,601
Related Party
Operating Expenses:
Compensation – related party	$ 24,000	$ 60,000

v3.24.1.1.u2

Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Net loss per share, diluted	$ 0.00	$ 0.00
Weighted average common shares outstanding, diluted	1,461,616,601	1,461,616,601

v3.24.1.1.u2

Statements of Stockholders’ Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock Series A	Preferred Stock Series B	Preferred Stock Series C	Common Stock	Discount to Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022	$ 5,000	$ 500		$ 1,461,615	$ (94,708)	$ 13,751,052	$ (12,414,921)	$ 2,708,538
Balance (in Shares) at Dec. 31, 2022	5,000,000	500,000		1,461,616,601
Net Loss							(226,259)	(226,259)
Balance at Mar. 31, 2023	$ 5,000	$ 500		$ 1,461,615	(94,708)	13,751,052	(12,641,180)	2,482,279
Balance (in Shares) at Mar. 31, 2023	5,000,000	500,000		1,461,616,601
Balance at Dec. 31, 2023	$ 5,000	$ 500	$ 2,000	$ 1,461,615	(94,708)	13,749,052	(14,192,759)	930,700
Balance (in Shares) at Dec. 31, 2023	5,000,000	500,000	2,000,000	1,461,616,601
Net Loss							(252,580)	(252,580)
Balance at Mar. 31, 2024	$ 5,000	$ 500	$ 2,000	$ 1,461,615	$ (94,708)	$ 13,749,052	$ (14,445,339)	$ 678,120
Balance (in Shares) at Mar. 31, 2024	5,000,000	500,000	2,000,000	1,461,616,601

v3.24.1.1.u2

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities:
Net loss	$ (252,580)	$ (226,259)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	27,561	20,770
Change in fair value of derivative	100,386
Discount amortization	24,765
Operating lease expense	2,849	9,148
Changes in Operating Assets and Liabilities:
Accounts receivable	(6,969)	(3,717)
Prepaids and other assets	(3,290)
Inventory	13,590	73,576
Accounts payable	(23,000)	(40,824)
Accrued compensation – related party		18,000
Accrued interest	3,213
Accrued interest – related party		5,283
Net cash used by operating activities	(113,475)	(144,023)
Cash Flows from Investing Activities:
Purchase of property and equipment		(128,450)
Net cash used by investing activities		(128,450)
Cash Flows from Financing Activities:
Proceeds from convertible note payable	125,000
Repayment of loans – related party		(104,740)
Net cash provided (used) by financing activities	125,000	(104,740)
Net change in cash	11,525	(377,213)
Cash at beginning of the period	719,100	1,841,988
Cash at end of the period	730,625	1,464,775
Supplemental cash flow information:
Interest paid in cash
Taxes paid
Supplemental disclosure of non-cash activity:
Debt discount to be amortized	$ 94,111

v3.24.1.1.u2

Background	3 Months Ended
	Mar. 31, 2024
Background [Abstract]
BACKGROUND	NOTE 1 - BACKGROUND   Business Activity   REMSleep Holdings, Inc., (the “Company”) was incorporated in the State of Nevada on June 6, 2007. On January 5, 2015 the name of the Company was changed to REMSleep Holdings, Inc. and the business model was changed to reflect the new direction of the Company; to develop and distribute products to help people affected by sleep apnea. On May 30, 2015 REMSleep LLC was formally merged into REMSleep Holdings, Inc.

v3.24.1.1.u2

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Basis of Presentation   These unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company’s 10-K for its fiscal year ended December 31, 2023. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of March 31, 2024, and the results of its operations and cash flows for the three months then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year ending December 31, 2024.   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 March 31, 2024 and December 31, 2023, the Company had $480,625 and $469,100 of cash above the FDIC’s $250,000 coverage limit, respectively.   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 March 31, 2024 and December 31, 2023.   Property and Equipment   Fixed assets are carried at the lower of cost or net realizable value. All fixed assets with a cost of $2,000 or greater are capitalized. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Leasehold improvements are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations.   Basic and Diluted Earnings Per Share   Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. Diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.   As of March 31, 2024, the Company had approximately 5,000,000 potentially dilutive shares from Series A preferred stock, 50,000,000 from Series B preferred stock, 600,000,000 from Series C preferred stock and approximately 26,344,000 shares of common stock from a convertible note payable.   As of March 31, 2023, the Company had approximately 172,500,000 potentially dilutive shares of common stock warrants, 5,000,000 shares from Series A preferred stock and 50,000,000 from Series B preferred stock.   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. The Company’s notes payable approximate the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.   The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2024:   March 31, 2024:   Description   Level 1     Level 2     Level 3   Derivative   $ —     $ —     $ 201,263   Total   $ —     $ —     $ 201,263     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.   All orders are received online at which time payment is made. When payment is approved the product is shipped. When the product ships control of the promised goods is transferred to the customers and the revenue is recognized.    Warranties   The Company is currently selling its ResPlus Auto CPAP Machine (“ResPlus”). The ResPlus is imported by the Company and sold primarily to Durable Medical Equipment companies to patients with sleep apnea. The manufacturer warranties the unit for 2 years parts and labor. During the last twelve months the Company has received back eight units for warranty repair, out of approximately 1,000 units sold. As of March 31, 2024, there is no accrual for warranty expense due to the low cost of replacement to date. If returns are to increase, management will determine if it needs to account for the cost of returns and establish a warranty accrual.   Accounts Receivable   Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. 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 March 31, 2024, management has determined that an allowance for doubtful account is required of $5,590 for amounts that may not be collectible.   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, 2023, the Company determined that the value of its inventory had fallen below cost and required impairment down to market value. As a result we recognized impairment expense of $738,113 for the year ended December 31, 2023.  No impairment expense was recognized for the three months ended March 31, 2024.   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.

v3.24.1.1.u2

Going Concern	3 Months Ended
	Mar. 31, 2024
Going Concern [Abstract]
GOING CONCERN	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 $14,445,339 at March 31, 2024, had a net loss of $252,580 and net cash used in operating activities of $113,475 for the period ended March 31, 2024. 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.   The Company has completed its initial product development and has begun selling its product in Q2 of 2022. In addition, the Company has been in the process of obtaining its 510k for its DeltaWave product. FDA approval is expected by the third quarter of 2024. The Company will continue to finance its operations through debt and/or equity financing as needed.

v3.24.1.1.u2

Property & Equipment	3 Months Ended
	Mar. 31, 2024
Property & Equipment [Abstract]
PROPERTY & EQUIPMENT	NOTE 4 - PROPERTY & EQUIPMENT   Long lived assets, including property and equipment and certain intangible assets to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets and certain identifiable intangibles to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.   Property and Equipment and intangible assets are first recorded at cost. Depreciation and/or amortization is computed using the straight-line method over the estimated useful lives of the various classes of assets as follows between three and five years.   Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income.   Assets stated at cost, less accumulated depreciation consisted of the following:       March 31, 2024     December 31, 2023   Furniture/fixtures   $ 39,746     $ 39,746   Office equipment     43,780       43,780   Automobile     37,410       37,410   Tooling/Molds     214,454       214,454   Less: accumulated depreciation     (180,414 )     (152,854 ) Fixed assets, net   $ 154,976     $ 182,536     Depreciation expense   Depreciation expense for the three months ended March 31, 2024 and 2023 was $27,561 and $20,770, respectively.

v3.24.1.1.u2

Convertible Note Payable	3 Months Ended
	Mar. 31, 2024
Convertible Note Payable [Abstract]
CONVERTIBLE NOTE PAYABLE	NOTE 5 – CONVERTIBLE NOTE PAYABLE   On January 10, 2024, the Company issued a 10% Convertible Promissory Note (the “Note”) for $143,000 to 1800 Diagonal Lending LLC. The Note includes an OID of $18,000 and  matures on January 10, 2025. The OID includes $5,000 withheld for legal fees. The Note is convertible into shares of common stock, beginning 180 days after the issue date, at a 25% discount to the average of the three lowest trades during the ten days prior to the date of conversion. The Company recorded an original debt discount of $118,887 ($18,000 OID, $100,877 from derivative) to be amortized over the one-year term of the loan, During the three months ended March 31, 2024, $24,766 was amortized to interest expense. The debt discount balance as of March 31, 2024, is 94,111.   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     100,877   Decrease to derivative due to conversion/repayments     —   Derivative loss due to mark to market adjustment     100,386   Balance at March 31, 2024   $ 201,263     A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of March 31, 2024 is as follows:   Inputs   March 31, 2024     Initial Valuation   Stock price   $ .0124     $ 0.0162   Conversion price   $ .0056     $ 0.0107   Volatility (annual)     97.75 %     76.34 % Risk-free rate     5.03 %     4.82 % Dividend rate     -       -   Years to maturity     .78       1

v3.24.1.1.u2

Related Party Transactions	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6 - RELATED PARTY TRANSACTIONS   The Company executed a new employment agreement with Mr. Wood on April 1, 2022. Per the terms of the agreement Mr. Wood is to be compensated $8,000 per month. As of March 31, 2024 and December 31, 2023, there is $14,500 and $14,500 of accrued compensation, respectively, due to Mr. Wood. During the three months ended March 31, 2024 and 2023, cash payments of $24,000 and $12,000, respectively, were paid to Mr. Wood.   As of March 31, 2024 and December 31, 2023, there is $46,000 and $46,000 of accrued compensation, respectively, due to Russell Bird, the former Chairman. Effective June 1, 2023, Mr. Bird resigned from all positions with the Company.   The Company has entered into an at-will consulting agreement with Jonathan Lane to serve as Chief Technology Officer. During the three months ended March 31, 2024 and 2023, the Company made cash payments to Mr. Lane of $0 and $12,000, respectively.    During the three months ended March 31, 2024 and 2023, the Company paid $4,000 and $10,000, respectively, to the brother of the CEO for services related to development of the Company’s product.

v3.24.1.1.u2

Operating Leases	3 Months Ended
	Mar. 31, 2024
Operating Leases [Abstract]
OPERATING LEASES	NOTE 7 - OPERATING LEASES   The Company entered into a Lease Agreement (the “Lease”) with 14175 Icot Blvd, LLC (the “Lessor”), effective May 1, 2022, relating to approximately 9,677 square feet of property located at 14175 Icot Blvd, Clearwater, FL 33760. The term of the Lease is for thirty-six (36) months commencing May 1, 2022. The monthly base rent, including tax is $8,686.71 for the first twelve (12) months increasing thereafter to $9,034.17 for the next 12 months and to $12,287.63 for the last 12 months. The Company paid $69,494 of advanced rent. The advance rent is to be allocated equally over the first two years of the lease.   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 $328,803 on May 1, 2022.   Asset   Balance Sheet Classification   March 31, 2024   Operating lease asset   Right of use asset   $ 150,396   Total lease asset       $ 150,396                 Liability             Operating lease liability – current portion   Current operating lease liability   $ 138,659   Operating lease liability – noncurrent portion   Long-term operating lease liability     14,904   Total lease liability       $ 153,563     Lease obligations at March 31, 2024 consisted of the following:   For the year ended December 31:       2024   $ 110,025   2025     49,151   Total payments   $ 159,176   Amount representing interest   $ (5,613 ) Lease obligation, net     153,563   Less current portion     (138,659 ) Lease obligation – long term   $ 14,904     The operating lease expense for the above agreement for the three months ended March 31, 2024, was $28,909 which consisted of amortization expense of $26,358 and interest expense of $2,551.    The operating lease expense for the above agreement for the three months ended March 31, 2023, was $35,209 which consisted of amortization expense of $22,098, $9,149 of prepaid rent and interest expense of $3,962.    During the three months ended March 31, 2023, the Company also incurred $11,095 of rent expense for an apartment used by Company personnel. The apartment is a monthly, short-term rental.

v3.24.1.1.u2

Preferred Stock	3 Months Ended
	Mar. 31, 2024
Preferred Stock [Abstract]
PREFERRED STOCK	NOTE 8 - PREFERRED STOCK   The Company is currently authorized to issue 5,000,000 shares of Series A Preferred Stock, par value $0.001 per share with 1:25 voting rights. The Series A Preferred Stock ranks equal to the common stock on liquidation, pays no dividend and is convertible to common stock for one share of common for one share of Series A Preferred Stock.   The Company is currently authorized to issue 5,000,000 shares of Series B Preferred Stock, par value $0.001 per share. Each share of Series B Preferred Stock has a 1:100 voting right and is convertible into 100 shares of common stock. No dividends will be paid and in the event of liquidation all shares of Series B will automatically convert into common stock. There are 500,000 shares of Series B Preferred Stock issued and outstanding.   The Company is currently authorized to issue 5,000,000 shares of Series C Preferred Stock, par value $0.001 per share. On July 24, 2023, the Company filed an Amended and Restated Certificate of Designations of the Series C Preferred Shares. The Series C Preferred may vote on any action upon which holders of the Company’s common stock may vote, and they shall vote together as one class with voting rights equal to eighty one percent (81%) of all the issued and outstanding shares of common stock of the Company. Each share of Series C Preferred can be converted into 300 shares of the Company’s common stock.

v3.24.1.1.u2

Warrants	3 Months Ended
	Mar. 31, 2024
Warrants [Abstract]
WARRANTS	NOTE 9 - WARRANTS       Number of Warrants     Weighted Average Exercise Price     Weighted Average Remaining Contract Term     Aggregate Intrinsic Value   Exercisable at December 31, 2022     172,500,000     $ 0.0104       3.14     $ 1,665,500   Granted     —     $ —       —     $ —   Expired     —     $ —       —     $ —   Cancelled     (172,500,000 )   $ —       —     $ —   Exercisable at December 31, 2023 (1)     —     $ —       —     $ —     (1) The Company received a Settlement and Mutual Release Agreement, effective July 6, 2023, from Granite Global Value Investments Ltd, that cancels all remaining warrants with the Company.

v3.24.1.1.u2

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 10 - COMMITMENTS AND CONTINGENCIES   The Company has been in the process of obtaining its 510k for DeltaWave. This requires a myriad of tests to prove to the FDA that the device is safe and effective. The company has diligently carried out these tests through independent testing labs. There have been no issues aside from a negative result on a cytotoxicity test due to incorrect procedures performed by a third-party lab. This roadblock has required the company to perform a retest. The company has failed the retest due to what is believed to be a faulty analysis by the testing company. The company believes they can narrow down the exact part of the device that is failing the test and quickly resolve this matter. The company has engaged a new testing company appropriately suited for the Company’s specific testing requirements.  Testing is expected to be completed in the second quarter of 2024.  The 510K will be submitted immediately after testing is completed.

v3.24.1.1.u2

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 - 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.   Subsequent to March 31, 2024, the Company sold 13,696,484 shares of common stock to Quick Capital LLC for total proceeds of $70,000.

v3.24.1.1.u2

Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (252,580)	$ (226,259)

v3.24.1.1.u2

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

v3.24.1.1.u2

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation These unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company’s 10-K for its fiscal year ended December 31, 2023. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of March 31, 2024, and the results of its operations and cash flows for the three months then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year ending December 31, 2024.
Use of Estimates	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	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 March 31, 2024 and December 31, 2023, the Company had $480,625 and $469,100 of cash above the FDIC’s $250,000 coverage limit, respectively.
Cash Equivalents	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 March 31, 2024 and December 31, 2023.
Property and Equipment	Property and Equipment Fixed assets are carried at the lower of cost or net realizable value. All fixed assets with a cost of $2,000 or greater are capitalized. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Leasehold improvements are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations.
Basic and Diluted Earnings Per Share	Basic and Diluted Earnings Per Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. Diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share. As of March 31, 2024, the Company had approximately 5,000,000 potentially dilutive shares from Series A preferred stock, 50,000,000 from Series B preferred stock, 600,000,000 from Series C preferred stock and approximately 26,344,000 shares of common stock from a convertible note payable. As of March 31, 2023, the Company had approximately 172,500,000 potentially dilutive shares of common stock warrants, 5,000,000 shares from Series A preferred stock and 50,000,000 from Series B preferred stock.
Stock-Based Compensation	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	Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:   Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.         Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.         Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.   The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2024: March 31, 2024: Description   Level 1     Level 2     Level 3   Derivative   $ —     $ —     $ 201,263   Total   $ —     $ —     $ 201,263
Revenue Recognition	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. All orders are received online at which time payment is made. When payment is approved the product is shipped. When the product ships control of the promised goods is transferred to the customers and the revenue is recognized.
Warranties	Warranties The Company is currently selling its ResPlus Auto CPAP Machine (“ResPlus”). The ResPlus is imported by the Company and sold primarily to Durable Medical Equipment companies to patients with sleep apnea. The manufacturer warranties the unit for 2 years parts and labor. During the last twelve months the Company has received back eight units for warranty repair, out of approximately 1,000 units sold. As of March 31, 2024, there is no accrual for warranty expense due to the low cost of replacement to date. If returns are to increase, management will determine if it needs to account for the cost of returns and establish a warranty accrual.
Accounts Receivable	Accounts Receivable Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. 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 March 31, 2024, management has determined that an allowance for doubtful account is required of $5,590 for amounts that may not be collectible.
Inventories	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, 2023, the Company determined that the value of its inventory had fallen below cost and required impairment down to market value. As a result we recognized impairment expense of $738,113 for the year ended December 31, 2023.  No impairment expense was recognized for the three months ended March 31, 2024.
Recently Adopted Accounting Pronouncements	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.

v3.24.1.1.u2

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
Schedule of Liabilities Measured At Fair Value on Recurring Basis	The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2024: Description   Level 1     Level 2     Level 3   Derivative   $ —     $ —     $ 201,263   Total   $ —     $ —     $ 201,263

v3.24.1.1.u2

Property & Equipment (Tables)	3 Months Ended
	Mar. 31, 2024
Property & Equipment [Abstract]
Schedule of Assets Stated at Cost, Less Accumulated Depreciation	Assets stated at cost, less accumulated depreciation consisted of the following:     March 31, 2024     December 31, 2023   Furniture/fixtures   $ 39,746     $ 39,746   Office equipment     43,780       43,780   Automobile     37,410       37,410   Tooling/Molds     214,454       214,454   Less: accumulated depreciation     (180,414 )     (152,854 ) Fixed assets, net   $ 154,976     $ 182,536

v3.24.1.1.u2

Convertible Note Payable (Tables)	3 Months Ended
	Mar. 31, 2024
Convertible Note Payable [Abstract]
Schedule of Derivative Liability	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     100,877   Decrease to derivative due to conversion/repayments     —   Derivative loss due to mark to market adjustment     100,386   Balance at March 31, 2024   $ 201,263
Schedule of Quantitative Information about Significant Unobservable Inputs	A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of March 31, 2024 is as follows: Inputs   March 31, 2024     Initial Valuation   Stock price   $ .0124     $ 0.0162   Conversion price   $ .0056     $ 0.0107   Volatility (annual)     97.75 %     76.34 % Risk-free rate     5.03 %     4.82 % Dividend rate     -       -   Years to maturity     .78       1

v3.24.1.1.u2

Operating Leases (Tables)	3 Months Ended
	Mar. 31, 2024
Operating Leases [Abstract]
Schedule of Right-of-Use (“ROU”) Assets and Operating Lease Liabilities	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 $328,803 on May 1, 2022. Asset   Balance Sheet Classification   March 31, 2024   Operating lease asset   Right of use asset   $ 150,396   Total lease asset       $ 150,396                 Liability             Operating lease liability – current portion   Current operating lease liability   $ 138,659   Operating lease liability – noncurrent portion   Long-term operating lease liability     14,904   Total lease liability       $ 153,563
Schedule of Lease Obligations	Lease obligations at March 31, 2024 consisted of the following: For the year ended December 31:       2024   $ 110,025   2025     49,151   Total payments   $ 159,176   Amount representing interest   $ (5,613 ) Lease obligation, net     153,563   Less current portion     (138,659 ) Lease obligation – long term   $ 14,904

v3.24.1.1.u2

Warrants (Tables)	3 Months Ended
	Mar. 31, 2024
Warrants [Abstract]
Schedule of Outstanding Stock Warrants	Number of Warrants     Weighted Average Exercise Price     Weighted Average Remaining Contract Term     Aggregate Intrinsic Value   Exercisable at December 31, 2022     172,500,000     $ 0.0104       3.14     $ 1,665,500   Granted     —     $ —       —     $ —   Expired     —     $ —       —     $ —   Cancelled     (172,500,000 )   $ —       —     $ —   Exercisable at December 31, 2023 (1)     —     $ —       —     $ —   (1) The Company received a Settlement and Mutual Release Agreement, effective July 6, 2023, from Granite Global Value Investments Ltd, that cancels all remaining warrants with the Company.

v3.24.1.1.u2

Background (Details)	3 Months Ended
	Mar. 31, 2024
Background [Abstract]
Incorporation date	Jun. 06, 2007

v3.24.1.1.u2

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Summary of Significant Accounting Policies [Line Items]
Cash (in Dollars)	$ 480,625		$ 469,100
Federal depository insurance coverage limit (in Dollars)	250,000
Fixed assets cost (in Dollars)	$ 2,000
Dilutive shares		172,500,000
Warrants term	2 years
Total number of units sold	1,000
Allowance for doubtful account (in Dollars)	$ 5,590
Impairment expense of inventories (in Dollars)	$ 738,113
Minimum [Member]
Summary of Significant Accounting Policies [Line Items]
Property and equipment estimated useful lives	3 years
Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Property and equipment estimated useful lives	5 years
Series A Preferred Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Dilutive shares	5,000,000
Series B Preferred Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Dilutive shares	50,000,000
Series C Preferred Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Dilutive shares	600,000,000
Preferred Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Dilutive shares	26,344,000
Preferred Stock [Member] | Series A Preferred Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Dilutive shares		5,000,000
Preferred Stock [Member] | Series B Preferred Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Dilutive shares		50,000,000

v3.24.1.1.u2

Summary of Significant Accounting Policies (Details) - Schedule of Liabilities Measured At Fair Value on Recurring Basis	Mar. 31, 2024 USD ($)
Fair Value, Inputs, Level 1 [Member]
Schedule of Liabilities Measured At Fair Value on Recurring Basis [Line Items]
Total Derivative
Fair Value, Inputs, Level 2 [Member]
Schedule of Liabilities Measured At Fair Value on Recurring Basis [Line Items]
Total Derivative
Fair Value, Inputs, Level 3 [Member]
Schedule of Liabilities Measured At Fair Value on Recurring Basis [Line Items]
Total Derivative	201,263
Derivative [Member] | Fair Value, Inputs, Level 1 [Member]
Schedule of Liabilities Measured At Fair Value on Recurring Basis [Line Items]
Total Derivative
Derivative [Member] | Fair Value, Inputs, Level 2 [Member]
Schedule of Liabilities Measured At Fair Value on Recurring Basis [Line Items]
Total Derivative
Derivative [Member] | Fair Value, Inputs, Level 3 [Member]
Schedule of Liabilities Measured At Fair Value on Recurring Basis [Line Items]
Total Derivative	$ 201,263

v3.24.1.1.u2

Going Concern (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Going Concern [Abstract]
Accumulated deficit	$ (14,445,339)		$ (14,192,759)
Net loss	(252,580)	$ (226,259)
Net cash used in operating activities	$ (113,475)	$ (144,023)

v3.24.1.1.u2

Property & Equipment (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Property & Equipment [Line Items]
Depreciation expense	$ 27,561	$ 20,770
Minimum [Member]
Property & Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Maximum [Member]
Property & Equipment [Line Items]
Property, plant and equipment, useful life	5 years

v3.24.1.1.u2

Property & Equipment (Details) - Schedule of Assets Stated at Cost, Less Accumulated Depreciation - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Assets Stated at Cost, Less Accumulated Depreciation [Line Items]
Less: accumulated depreciation	$ (180,414)	$ (152,854)
Fixed assets, net	154,976	182,536
Furniture/fixtures [Member]
Schedule of Assets Stated at Cost, Less Accumulated Depreciation [Line Items]
Fixed assets, gross	39,746	39,746
Office Equipment [Member]
Schedule of Assets Stated at Cost, Less Accumulated Depreciation [Line Items]
Fixed assets, gross	43,780	43,780
Automobile [Member]
Schedule of Assets Stated at Cost, Less Accumulated Depreciation [Line Items]
Fixed assets, gross	37,410	37,410
Tooling/Molds [Member]
Schedule of Assets Stated at Cost, Less Accumulated Depreciation [Line Items]
Fixed assets, gross	$ 214,454	$ 214,454

v3.24.1.1.u2

Convertible Note Payable (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Jan. 10, 2024
Convertible Note Payable [Line Items]
Convertible promissory note issued amount		$ 143,000
Maturity amount	$ 18,000
Legal fees	5,000
Original debt discount	118,887
Derivative amount	100,877
Amortized to interest expense	24,766
Debt discount	$ 94,111
Convertible Promissory Note [Member]
Convertible Note Payable [Line Items]
Percentage of convertible promissory note		10.00%
Discount percentage	25.00%
Original debt discount	$ 18,000
Debt discount	$ 94,111

v3.24.1.1.u2

Convertible Note Payable (Details) - Schedule of Derivative Liability	3 Months Ended
	Mar. 31, 2024 USD ($)
Schedule of Derivative Liability [Abstract]
Beginning balance
Increase to derivative due to new issuances	100,877
Decrease to derivative due to conversion/repayments
Derivative loss due to mark to market adjustment	100,386
Ending balance	$ 201,263

v3.24.1.1.u2

Convertible Note Payable (Details) - Schedule of Quantitative Information about Significant Unobservable Inputs	3 Months Ended
	Mar. 31, 2024 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price (in Dollars per share)	$ 0.0124
Conversion price (in Dollars per share)	$ 0.0056
Volatility (annual)	97.75%
Risk-free rate	5.03%
Dividend rate
Years to maturity	78 years
Initial Valuation [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price (in Dollars per share)	$ 0.0162
Conversion price (in Dollars per share)	$ 0.0107
Volatility (annual)	76.34%
Risk-free rate	4.82%
Dividend rate
Years to maturity	1 year

v3.24.1.1.u2

Related Party Transactions (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Related Party Transactions [Line Items]
Total accrued interest	$ 3,213
Repaid loan	0	$ 12,000
Technology Service [Member]
Related Party Transactions [Line Items]
Company paid	4,000	10,000
Related Party [Member]
Related Party Transactions [Line Items]
Total accrued interest	14,500		14,500
Loans payable	46,000		$ 46,000
Mr. Wood [Member]
Related Party Transactions [Line Items]
Compensated per month	8,000
Accrued compensation	$ 24,000	$ 12,000

v3.24.1.1.u2

Operating Leases (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	May 01, 2022
Operating Leases [Line Items]
Description of lease agreement	The Company entered into a Lease Agreement (the “Lease”) with 14175 Icot Blvd, LLC (the “Lessor”), effective May 1, 2022, relating to approximately 9,677 square feet of property located at 14175 Icot Blvd, Clearwater, FL 33760.
Monthly base rent first twelve months	$ 8,686.71
Monthly base rent next twelve months	9,034.17
Monthly base rent last twelve months	12,287.63
Advanced rent	69,494
Operating lease liabilities	153,563
Operating lease expense	28,909	$ 35,209
Amortization expense	26,358	22,098
Interest expense	$ 2,551	3,962
Prepaid rent		9,149
Incurred rent expense		$ 11,095
ROU [Member]
Operating Leases [Line Items]
Operating lease liabilities			$ 328,803

v3.24.1.1.u2

Operating Leases (Details) - Schedule of Right-of-Use (“ROU”) Assets and Operating Lease Liabilities - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Right of Use ROU Assets and Operating Lease Liabilities [Abstract]
Operating lease asset	$ 150,396	$ 177,796
Total lease asset	150,396	177,796
Operating lease liability – current portion	138,659	134,438
Operating lease liability – noncurrent portion	14,904	$ 43,676
Total lease liability	$ 153,563

v3.24.1.1.u2

Operating Leases (Details) - Schedule of Lease Obligations - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Lease Obligations [Abstract]
2024	$ 110,025
2025	49,151
Total payments	159,176
Amount representing interest	(5,613)
Lease obligation, net	153,563
Less current portion	(138,659)	$ (134,438)
Lease obligation – long term	$ 14,904	$ 43,676

v3.24.1.1.u2

Preferred Stock (Details) - $ / shares	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Preferred Stock [Line Items]
Converted shares of common stock	1
Percentage of common stock issued and outstanding	81.00%
Series A Preferred Stock [Member]
Preferred Stock [Line Items]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Voting rights, description	1:25 voting rights
Converted shares of common stock	1
Preferred stock, shares issued	5,000,000	5,000,000
Preferred stock, shares outstanding	5,000,000	5,000,000
Series B Preferred Stock [Member]
Preferred Stock [Line Items]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Voting rights, description	1:100 voting right
Preferred stock, shares issued	500,000	500,000
Series C Preferred Stock [Member]
Preferred Stock [Line Items]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Voting rights, description	one
Converted shares of common stock	300
Preferred stock, shares issued	2,000,000	2,000,000
Preferred stock, shares outstanding	2,000,000	2,000,000
Common Stock [Member] | Series B Preferred Stock [Member]
Preferred Stock [Line Items]
Preferred stock, shares outstanding	500,000

v3.24.1.1.u2

Warrants (Details) - Schedule of Outstanding Stock Warrants - USD ($)		12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Schedule of Outstanding Stock Warrants [Abstract]
Number of Warrants, Exercisable at Ending	172,500,000		[1]
Weighted Average Exercise Price, Exercisable at Ending	$ 0.0104		[1]
Weighted Average Remaining Contract Term, Exercisable at Ending	3 years 1 month 20 days		[1]
Aggregate Intrinsic Value, Exercisable at Ending	$ 1,665,500		[1]
Number of Warrants, Granted
Weighted Average Exercise Price, Granted
Aggregate Intrinsic Value, Granted
Number of Warrants, Expired
Weighted Average Exercise Price, Expired
Aggregate Intrinsic Value, Expired
Number of Warrants, Cancelled		(172,500,000)
Weighted Average Exercise Price, Cancelled
Aggregate Intrinsic Value, Cancelled
[1] The Company received a Settlement and Mutual Release Agreement, effective July 6, 2023, from Granite Global Value Investments Ltd, that cancels all remaining warrants with the Company.

v3.24.1.1.u2

Subsequent Events (Details)	3 Months Ended
	Mar. 31, 2024 USD ($) shares
Subsequent Events (Details) [Line Items]
Total proceeds | $	$ 70,000
Common Stock [Member]
Subsequent Events (Details) [Line Items]
Sale of stock sold | shares	13,696,484

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