Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS.

Forward-looking Statements

Except for statements of historical fact, the information presented herein constitutes forward-looking statements. These forward-looking statements generally can be identified by phrases such as "anticipates," "believes," "estimates," "expects," "forecasts," "foresees," "intends," "plans," or other words of similar import. Similarly, statements herein that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, our ability to: successfully commercialize our technology; generate revenues and achieve profitability in an intensely competitive industry; compete in products and prices with substantially larger and better capitalized competitors; secure, maintain and enforce a strong intellectual property portfolio; attract additional capital sufficient to finance our working capital requirements, as well as any investment of plant, property and equipment; develop a sales and marketing infrastructure; identify and maintain relationships with third party suppliers who can provide us a reliable source of raw materials; acquire, develop, or identify for our own use, a manufacturing capability; attract and retain talented individuals; continue operations during periods of uncertain general economic or market conditions, and; other events, factors and risks previously and from time to time disclosed in our filings with the Securities and Exchange Commission. Although we believe the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on our forward-looking statements, which speak only as of the date of this report. Except as required by law, we do not undertake to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Overview

We were incorporated in the State of Nevada on June 6, 2007. On August 2, 2010, we changed our name from Bella Viaggio, Inc. to Kat Gold Holdings Corp. Effective January 1, 2015, we completed an exchange agreement to purchase 100% of the outstanding interests of REMSleep LLC in exchange for 50,000,000 common shares of REMSleep Holdings, Inc.'s stock, at which time REMSleep LLC became our wholly-owned subsidiary and adopted their business of developing and distributing our sleep apnea products. On January 5, 2015, we changed our name to REMSleep Holdings, Inc. to reflect our new business model.

Our officers have 35 years of sleep-industry experience, including having been employed at sleep industry companies. Our officers invented our DeltaWave CPAP interface (the "DeltaWave") as an innovative new device to treat patients with sleep apnea. The patent-pending DeltaWave product is a nasal-pillows type interface that will result in better comfort and, therefore, better compliance since it was specifically designed with unique airflow characteristics to enable patients with sleep apnea to breathe normally. A survey that appeared in DME Business found that 89% of patients stated that mask-interface comfort was their primary concern. The primary issue that we have addressed with the DeltaWave is the "work of breathing" component. We believe that our DeltaWave is designed to effectively address the stubborn issues that continue to affect a patient's ability to comply with treatment, as follows:

●

Does not disrupt normal breathing mechanics;

●

Is not claustrophobic;

●

Causes zero work of breathing (WOB);

●

Minimizes or eliminates drying of the sinuses;

●

Uses less driving pressure; and

●

Allows users to feel safe and secure while sleeping.

On June 28, 2016, we applied for a patent for a new, innovative sleep apnea product that serves as an interface for the delivery of CPAP therapy and other respiratory needs. Our goal is to develop sleep products that achieve optimum compliance and comfort for CPAP patients.

On April 27, 2021, Remsleep was awarded utility patent 10987481 for its new Deltawave CPAP Pillows Mask for delivery of CPAP therapy and other respiratory needs. On March 5, 2024, Remsleep was awarded design patent D1,017,025 S. Our goal is to continue to develop sleep products for the treatment of OSA and capture 10% of the market in the next 24 months.

Our website is located at: https://remsleep.com.

Results of Operations

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

Revenues

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

Operating Expenses

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

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

Development expenses were $0 and $17,200 for the three months ended March 31, 2026 and 2025, respectively, a decrease of $17,200. Our development expenses have decreased in the current period as we have completed the development and testing of our DeltaWave product.

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

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

Other Expenses

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

Net Loss

For the three months ended March 31, 2026, we had a net loss of $289,924 as compared to a net loss of $85,488 for the three months ended March 31, 2025. The $234,572 increase to our net loss is due to the reasons discussed above.

Liquidity and Capital Resources

Cash flow from operations

Cash used in operating activities for the three months ended March 31, 2026, was $176,561 compared to $110,096 of cash used in operating activities for the three months ended March 31, 2025.

Cash Flows from Financing

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

Going Concern

As of March 31, 2026, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow from revenue to fund our proposed business.

We have suffered recurring losses from operations since our inception. In addition, we have yet to generate an internal cash flow from our business operations or successfully raised the financing required to develop our proposed business. As a result of these and other factors, our independent auditor has expressed substantial doubt about our ability to continue as a going concern. Our future success and viability, therefore, are dependent upon our ability to generate capital financing. The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon us and our shareholders.

On or about June 1, 2026, the Company began implementing certain operational and administrative changes in connection with its transition plan under new management. The Company has closed its former office located in Georgia and has relocated its principal office operations to Florida. In connection with the relocation, the Company has also established a new warehouse facility in Florida to support its ongoing business operations located at 1900 6th Ave, South Lake Worth, FL 33461. The Company is transitioning its business model away from the prior retail "cash and carry" walk-in traffic model in the rural town of Blackshear, Georgia, toward a business model focused more heavily based on Internet e-commerce and e-retail sales channels such as eBay and similar e-tailers launching nationwide and then moving on to International markets.

Off Balance Sheet Arrangements

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

Critical Accounting Policies

Refer to Note 2 to the Financial Statements for the three months ended March 31, 2026, for a discussion of our critical accounting policies and our Form 10-K for the year ended December 31, 2025, for a full discussion of our critical accounting policies and procedures.