UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended June 30, 2024

 

or

 

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

 

For the transition period from _____________ to __________

 

Commission File Number: 000-53450

 

REMSLEEP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

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

 

14175 Icot Boulevard, Suite 300, Clearwater, Florida 33760

(Address of principal executive offices) (Zip Code)

 

912-590-2001

(Registrant’s telephone number, including area code)

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on
which registered
Common   RMSL    

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of August 19, 2024, there were 1,508,905,448 shares of common stock outstanding.

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

    Page No.
     
PART I. - FINANCIAL INFORMATION 1
   
Item 1. Financial Statements 1
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Plan of Operations 2
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 6
     
Item 4 Controls and Procedures 6
     
PART II - OTHER INFORMATION 7
   
Item 1. Legal Proceedings 7
     
Item 1A. Risk Factors 7
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 7
     
Item 3. Defaults Upon Senior Securities 7
     
Item 4. Mine Safety Disclosures 7
     
Item 5. Other Information 7
     
Item 6. Exhibits 7
     
Signatures 8

 

i

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

REMSLEEP HOLDINGS, INC.

 

Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023 (audited) F-1
   
Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited) F-2
   
Statements of Stockholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited) F-3
   
Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (unaudited) F-4
   
Notes to the Financial Statements (unaudited) F-5

 

1

 

 

REMSLEEP HOLDINGS, INC.
BALANCE SHEETS

 

   June 30,
2024		   December 31,
2023		 
  (Unaudited)   (Audited) 
ASSETS        
Current assets:        
Cash  $698,727   $719,100 
Accounts receivable, net of allowance of $5,590 and $5,590, respectively   10,294    9,025 
Other assets   15,900    8,710 
Inventory   79,617    99,147 
Total current assets   804,538    835,982 
           
Other asset   10,000    10,000 
Right of use asset   122,996    177,796 
Property and equipment, net   128,891    182,536 
           
Total Assets  $1,066,425   $1,206,314 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
           
Current Liabilities:          
Accounts payable  $101,187   $37,000 
Accrued compensation   52,500    60,500 
Convertible note payable, net of discount of $64,392   78,608    
—
 
Derivative liability   97,065    
—
 
Accrued interest   6,426    
—
 
Deferred revenue   36,000    
—
 
Operating lease liability – current portion   122,118    134,438 
Total current liabilities   493,904    231,938 
Long Term Liabilities   
 
    
 
 
Operating lease liability – net of current portion   
—
    43,676 
Total Liabilities   493,904    275,614 
           
Commitments and Contingencies   
—
    
—
 
           
STOCKHOLDERS’ EQUITY (DEFICIT):          
           
Series A preferred stock, $0.001 par value, 5,000,000 shares authorized, 5,000,000 and issued and outstanding   5,000    5,000 
Series B preferred stock, $0.001 par value, 5,000,000 shares authorized, 500,000 shares issued   500    500 
Series C preferred stock, $0.001 par value, 5,000,000 shares authorized, 2,000,000 issued and outstanding   2,000    2,000 
Common stock, $0.001 par value, 3,000,000,000 shares authorized, 1,482,455,943 and 1,461,616,601 shares issued and outstanding, respectively   1,482,455    1,461,615 
Discount to common stock   (94,708)   (94,708)
Additional paid in capital   13,848,212    13,749,052 
Accumulated Deficit   (14,670,938)   (14,192,759)
Total Stockholders’ Equity (Deficit)   572,521    930,700 
           
Total Liabilities and Stockholders’ Equity (Deficit)  $1,066,425   $1,206,314 

 

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

 

F-1

 

 

REMSLEEP HOLDINGS, INC.
STATEMENTS OF OPERATIONS

(Unaudited)

 

   For the Three Months Ended 
June 30,		   For the Six Months Ended
 June 30,		 
   2024   2023   2024   2023 
Revenue  $27,594   $58,660   $85,475   $144,315 
Cost of goods sold   5,940    50,062    19,530    123,638 
Gross margin  $21,654   $8,598   $65,945   $20,677 
                     
Operating Expenses:                    
Professional fees  $56,715   $29,810   $64,685   $47,702 
Compensation expense – related party   33,812    52,000    56,000    112,000 
Development expense   132,020    48,930    156,020    75,712 
Lease expense   22,016    23,195    50,924    69,499 
General and administrative   73,956    76,054    159,396    158,131 
                     
Total operating expenses   318,519    229,989    487,025    463,044 
                     
Loss from operations   (296,865)   (221,391)   (421,080)   (442,367)
                     
Other income (expense):                    
Interest expense   (32,932)   (1,807)   (60,911)   (7,090)
Change in fair value of derivative   104,198    
—
    3,812    
—
 
Total other income (expense)   71,266    (1,807)   (57,099)   (7,090)
                     
Loss before income taxes   (225,599)   (223,198)   (478,179)   (449,457)
                     
Provision for income taxes   
—
    
—
    
—
    
—
 
                     
Net Loss  $(225,599)  $(223,198)  $(478,179)  $(449,457)
                     
Net loss per share, basic and diluted
  $(0.00)  $(0.00)  $(0.00)  $(0.00)
                     
Weighted average common shares outstanding, basic and diluted
   1,472,446,044    1,461,616,601    1,467,031,323    1,461,616,601 

 

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

 

F-2

 

 

REMSLEEP HOLDINGS, INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(Unaudited)

 

   Series A
Preferred Stock		   Series B
Preferred Stock		   Series C
Preferred Stock		   Common Stock   Discount to
Common		   Additional
Paid-in		   Accumulated     
   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Stock   Capital   Deficit   Total 
Balance, December 31, 2023   5,000,000   $5,000    500,000   $500    2,000,000   $2,000    1,461,616,601   $1,461,615   $(94,708)  $13,749,052   $(14,192,759)  $930,700 
Net Loss   —    —    —    —    —    —    —    —    —    —    (252,580)   (252,580)
Balance, March 31, 2024   5,000,000    5,000    500,000    500    2,000,000    2,000    1,461,616,601    1,461,615    (94,708)   13,749,052    (14,445,339)   678,120 
Common stock sold for cash   —    —    —    —    —    —    20,839,342    20,840    —    99,160    —    120,000 
Net Loss   —    —    —    —    —    —    —    —    —    —    (225,599)   (225,599)
Balance, June 30, 2024   5,000,000   $5,000    500,000   $500    2,000,000   $2,000    1,482,455,943   $1,482,455   $(94,708)  $13,848,212   $(14,670,938)  $572,521 

 

   Series A
Preferred Stock		   Series B
Preferred Stock		   Common Stock   Discount to
Common		   Additional
Paid-in		   Accumulated     
   Shares   Amount   Shares   Amount   Shares   Amount   Stock   Capital   Deficit   Total 
Balance, December 31, 2022   5,000,000   $5,000    500,000   $500    1,461,616,601   $1,461,615   $(94,708)  $13,751,052   $(12,414,921)  $2,708,538 
Net Loss   —    —    —    —    —    —    —    —    (226,259)   (226,259)
Balance, March 31, 2023   5,000,000    5,000    500,000    500    1,461,616,601    1,461,615    (94,708)   13,751,052    (12,641,180)   2,482,279 
Net Loss   —    —    —    —    —    —    —    —    (223,198)   (223,198)
Balance, June 30, 2023   5,000,000   $5,000    500,000   $500    1,461,616,601   $1,461,615   $(94,708)  $13,751,052   $(12,864,378)  $2,259,081 

 

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

 

F-3

 

 

REMSLEEP HOLDINGS, INC.
STATEMENTS OF CASH FLOWS

(Unaudited)

 

   For the Six Months Ended
June 30,		 
   2024   2023 
Cash Flows from Operating Activities:        
Net loss  $(478,179)  $(449,457)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation expense   53,645    47,704 
Change in fair value of derivative   (3,812)   
—
 
Discount amortization   54,485    
—
 
Operating lease expense   (1,196)   17,378 
Changes in Operating Assets and Liabilities:          
Accounts receivable   (1,269)   (39,069)
Prepaids and other assets   (7,190)   (15,000)
Inventory   19,530    120,041 
Accounts payable   64,187    (40,824)
Deferred revenue   36,000    
—
 
Accrued compensation – related party   (8,000)   2,000 
Accrued interest   6,426    
—
 
Accrued interest – related party   
—
    (90,119)
Net cash used by operating activities   (265,373)   (447,346)
           
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    
—
 
Proceeds from the sale of common stock   120,000    
—
 
Repayment of loans – related party   
—
    (183,931)
Net cash provided (used) by financing activities   245,000    (183,931)
           
Net change in cash   (20,373)   (759,727)
Cash at beginning of the period   719,100    1,841,988 
Cash at end of the period  $698,727   $1,082,261 
           
Supplemental cash flow information:          
Interest paid in cash  $
—
   $
—
 
Taxes paid  $
—
   $
—
 
Supplemental disclosure of non-cash activity:          
Debt discount to be amortized  $64,392   $
—
 

 

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

 

F-4

 

 

REMSLEEP HOLDINGS, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
JUNE 30, 2024

 

NOTE 1 - BACKGROUND

 

Business Activity

 

REMSleep Holdings, Inc., (the “Company”) was incorporated in the State of Nevada on June 6, 2007. On January 5, 2015 the name of the Company was changed to REMSleep Holdings, Inc. and the business model was changed to reflect the new direction of the Company; to develop and distribute products to help people affected by sleep apnea. On May 30, 2015 REMSleep LLC was formally merged into REMSleep Holdings, Inc.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

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 June 30, 2024, and the results of its operations and cash flows for the six 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 June 30, 2024 and December 31, 2023, the Company had $448,727 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 June 30, 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.

 

F-5

 

 

Basic and Diluted Earnings Per Share

 

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

 

As of June 30, 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 14,031,000 shares of common stock from a convertible note payable.

 

As of June 30, 2023, the Company had approximately potentially dilutive shares of common of 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.

 

F-6

 

 

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2024:

 

June 30, 2024:

 

Description  Level 1   Level 2   Level 3 
Derivative  $
—
   $
—
   $97,065 
Total  $
—
   $
—
   $97,065 

 

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 June 30, 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 June 30, 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 six months ended June 30, 2024.

 

F-7

 

 

Recently Adopted Accounting Pronouncements

 

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

  

NOTE 3 - GOING CONCERN

 

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $14,670,938 at June 30, 2024, had a net loss of $478,179 and net cash used in operating activities of $265,373 for the period ended June 30, 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 received its FDA 510k approval for its DeltaWave product on July 2, 2024. We expect to have product inventory ready for the market in the third quarter of 2024. The Company will continue to finance its operations through debt and/or equity financing as needed.

 

NOTE 4 - PROPERTY & EQUIPMENT

 

Long lived assets, including property and equipment and certain intangible assets to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets and certain identifiable intangibles to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

 

Property and Equipment and intangible assets are first recorded at cost. Depreciation and/or amortization is computed using the straight-line method over the estimated useful lives of the various classes of assets as follows between 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:

 

   June 30,
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   (206,499)   (152,854)
Fixed assets, net  $128,891   $182,536 

 

Depreciation expense

 

Depreciation expense for the six months ended June 30, 2024 and 2023 was $53,645 and $47,704, respectively.

 

F-8

 

 

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 six months ended June 30, 2024, $54,485 was amortized to interest expense. The debt discount balance as of June 30, 2024, is $64,392.

 

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   3,812 
Balance at June 30, 2024  $97,065 

 

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 June 30, 2024 is as follows:

 

Inputs  June 30,
2024		   Initial
Valuation		 
Stock price  $0.0153   $0.0162 
Conversion price  $0.0107   $0.0107 
Volatility (annual)   110.55%   76.34%
Risk-free rate   5.33%   4.82%
Dividend rate   
-
    
-
 
Years to maturity   .53    1 

 

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 June 30, 2024 and December 31, 2023, there is $6,500 and $14,500 of accrued compensation, respectively, due to Mr. Wood. During the six months ended June 30, 2024 and 2023, cash payments of $56,000 and $42,000, respectively, were paid to Mr. Wood.

 

As of June 30, 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 six months ended June 30, 2024 and 2023, the Company made cash payments to Mr. Lane of $8,000 and $24,000, respectively.

  

During the six months ended June 30, 2024 and 2023, the Company paid $14,100 and $13,000, respectively, to the brother of the CEO for services related to development of the Company’s product.

 

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.

 

F-9

 

 

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  June 30,
2024		 
Operating lease asset  Right of use asset  $122,996 
Total lease asset     $122,996 
         
Liability        
Operating lease liability – current portion  Current operating lease liability  $122,118 
Operating lease liability – noncurrent portion  Long-term operating lease liability   
—
 
Total lease liability     $122,118 

 

Lease obligations at June 30, 2024 consisted of the following:

 

For the year ended December 31:    
2024  $76,416 
2025   49,151 
Total payments  $125,567 
Amount representing interest  $(3,449)
Lease obligation, net   122,118 
Less current portion   — 
Lease obligation – long term  $
—
 

 

The operating lease expense for the above agreement for the six months ended June 30, 2024, was $50,924 which consisted of amortization expense of $45,578 and interest expense of $5,346.

 

The operating lease expense for the above agreement for the six months ended June 30, 2023, was $69,500 which consisted of amortization expense of $43,613, $18,298 of prepaid rent and interest expense of $7,589. 

 

During the six months ended June 30, 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.

 

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.

 

NOTE 9 - 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 June 30, 2024, the Company sold 26,260,505 shares of common stock to Quick Capital LLC for total proceeds of $250,000.

 

F-10

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS.

 

Forward-looking Statements

 

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

 

Overview

 

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

 

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

 

  ● Does not disrupt normal breathing mechanics;
     
  ● Is not claustrophobic;
     
  ● Causes zero work of breathing (WOB);
     
  ● Minimizes or eliminates drying of the sinuses;
     
  ● Uses less driving pressure; and
     
  ● Allows users to feel safe and secure while sleeping.

 

Pending adequate financing, we plan to conduct clinical trials to test product effectiveness.

 

2

 

 

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

 

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

 

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

 

Results of Operations

  

The three months ended June 30, 2024 compared to the three months ended June 30, 2023

 

Revenues

 

We recognized revenue and cost of goods for the sale of our CPAP machines of $27,594 and $5,940 respectively for the three months ended June 30, 2024 and $58,660 and $50,062 for the three months ended June 30, 2023. We saw a decrease in sales in the current period due to both the number of sales but also due to fewer sales for multiple units.

  

Operating Expenses

 

Professional fees were $56,715 and $29,810 for the three months ended June 30, 2024 and 2023, respectively, an increase of $26,905 or 90.3%. Professional fees consist mostly of accounting, audit and legal fees. The increase is attributed mostly to a $20,760 increase in legal fees. Audit fees also increased by approximately $5,600.

 

Compensation expenses were $33,812 and $52,000 for the three months ended June 30, 2024 and 2023, respectively, a decrease of $18,188 or 35%. On June 1, 2023, Mr. Bird resigned from all positions with the Company, this resulted in the decrease to compensation expense.

 

Development expenses related to our CPAP systems were $132,020 and $48,930 for the three months ended June 30, 2024 and 2023, respectively, an increase of $83,090 or 169.8%. Our development expenses have increased in the current period for additional expenses incurred for the development, testing and final FDA approval of our DeltaWave product.

 

Lease expense was $22,016 and $23,195 for the three months ended June 30, 2024 and 2023, respectively, a decrease of $1,179 or 5.1%. In the prior year the Company rented an apartment used by Company personnel. The apartment was a monthly, short-term rental.

 

General and administrative expenses (“G&A”) were $73,956 and $76,054 for the three months ended June 30, 2024 and 2023, respectively, a decrease of $2,098 or 2.8%.

 

Our loss from operations increased $75,474 to $296,865 for the three months ended June 30, 2024 from $221,391 for the three months ended June 30, 2023.

 

3

 

 

Other Expenses

 

The total other income of $71,266 for the three months ended June 30, 2024, included $29,719 for interest expense, for the amortization of debt discount. We also recognized a gain on the change in the fair value of derivatives of $104,198. Total other expense for the three months ended June 30, 2023, was $1,807 for interest expense.

 

Net Loss

 

For the three months ended June 30, 2024, we had a net loss of $225,599 as compared to a net loss of $223,198 for the three months ended June 30, 2023.

 

The six months ended June 30, 2024 compared to the six months ended June 30, 2023

 

Revenues

 

We recognized revenue and cost of goods for the sale of our CPAP machines of $85,475 and $19,530 respectively for the six months ended June 30, 2024 and $144,315 and $123,638 for the six months ended June 30, 2023. We saw a decrease in sales in the current period due to both the number of sales but also due to fewer sales for multiple units.

  

Operating Expenses

 

Professional fees were $64,685 and $47,702 for the six months ended June 30, 2024 and 2023, respectively, an increase of $16,983 or 35.6%. Professional fees consist mostly of accounting, audit and legal fees. The increase is attributed mostly to a $24,260 increase in legal fees, which was offset with a $7,777 decrease of audit fees.

 

Compensation expense was $56,000 and $112,000 for the six months ended June 30, 2024 and 2023, respectively, a decrease of $56,000 or 50%. On June 1, 2023, Mr. Bird resigned from all positions with the Company, this resulted in a $40,000 decrease to compensation expense. Our COO also reduced his work hours for an additional $16,000 to compensation expense.

 

Development expenses related to our CPAP systems were $156,020 and $75,712 for the six months ended June 30, 2024 and 2023, respectively, an increase of $80,308 or 106.1%. Our development expenses have increased in the current period for additional expenses incurred for the development, testing and final FDA approval of our DeltaWave product.

 

Lease expense was $50,924 and $69,499 for the six months ended June 30, 2024 and 2023, respectively, a decrease of $18,575 or 26.7%. In the prior year the Company rented an apartment used by Company personnel. The apartment was a monthly, short-term rental.

 

General and administrative expenses (“G&A”) were $159,396 and $158,131 for the six months ended June 30, 2024 and 2023, respectively, a decrease of $1,265 or 0.8%.

 

Our loss from operations decreased $21,287 to $421,080 for the six months ended June 30, 2024 from $442,367 for the six months ended June 30, 2023.

 

Other Expenses

 

The total other expense of $57,099 for the six months ended June 30, 2024, included $60,911 for interest expense, of which $54,485 was for the amortization of debt discount. We also recognized a gain on the change in fair value of derivatives of $3,812. Total other expense for the six months ended June 30, 2023, was $7,090 for interest expense.

 

4

 

 

Net Loss

 

For the six months ended June 30, 2024, we had a net loss of $478,179 as compared to a net loss of $449,457 for the six months ended June 30, 2023. Our net loss increased due to the reasons discussed above.

 

Liquidity and Capital Resources

 

Cash flow from operations

 

Cash used in operating activities for the six months ended June 30, 2024, was $265,373 compared to $447,346 of cash used in operating activities for the six months ended June 30, 2023.

 

Cash Flows from Investing

 

We used no cash for investing activities for the six months ended June 30, 2024. Cash used in investing activities for the purchase of equipment and tooling, for the six months ended June 30, 2023 was $128,450.

 

Cash Flows from Financing

 

For the six months ended June 30, 2024, we received $125,000 for the issuance of a convertible note payable and $120,000 from the sale of common stock. For the six months ended June 30, 2023, we repaid $183,931 of the loan payable due to our chairman.

 

As of June 30, 2024, we have current assets of $804,538 which includes $698,727 of cash and $79,617 of inventory.

 

Going Concern

 

As of June 30, 2024, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow from revenue to fund our proposed business.

 

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

 

Management’s plans with regard to these matters encompass the following actions: (i) obtaining funding from new investors to alleviate our working capital deficiency, and (ii) implementing a plan to generate sales. Our continued existence is dependent upon our ability to resolve our liquidity problems and increase profitability in our current business operations. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. Our financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.

 

Off Balance Sheet Arrangements

 

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

 

5

 

 

Critical Accounting Policies

 

Refer to Note 2 to the Financial Statements for the six months ended June 30, 2024, for a condensed discussion of our critical accounting policies and our Form 10-K for the year ended December 31, 2023, for a full discussion of our critical accounting policies and procedures.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

Each of our principal executive and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a - 15(e) and 15d - 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on their evaluation, each such person concluded that our disclosure controls and procedures were not effective as of June 30, 2024 due to a lack of segregation of duties.

 

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

 

Changes in Internal Control over Financial Reporting.

 

Our management has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter. Based on that evaluation, management concluded that there has been no change in our internal control over financial reporting during the relevant period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

6

 

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None

 

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable

 

ITEM 5. OTHER INFORMATION

 

None

 

ITEM 6. EXHIBITS

 

(a) Documents furnished as exhibits hereto:

 

Exhibit No.   Description
31.1   Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1   Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Presentation Linkbase Document
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101).

 

7

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  REMSLEEP HOLDINGS, INC.
     
Date: August 19, 2024 By: /s/ Thomas J. Wood
    Thomas J. Wood
    Chief Executive Officer and Director
(Principal Executive Officer)
(Principal Financial and Accounting Officer)

 

 

8

 

 

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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 for the period ended June 30, 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: August 19, 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 for the period ended June 30, 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 of the Company for the period ended June 30, 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 fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: August 19, 2024

 

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

 

v3.24.2.u1
Cover - shares
 6 Months Ended
Jun. 30, 2024
Aug. 19, 2024
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Transition Report false  
Entity Interactive Data Current Yes  
Amendment Flag false  
Document Period End Date Jun. 30, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
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 912-590-2001  
Entity Listings [Line Items]    
Title of 12(b) Security Common  
Trading Symbol RMSL  
Entity Common Stock, Shares Outstanding   1,508,905,448
v3.24.2.u1
Balance Sheets - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Current assets:    
Cash $ 698,727 $ 719,100
Accounts receivable, net of allowance of $5,590 and $5,590, respectively 10,294 9,025
Other assets 15,900 8,710
Inventory 79,617 99,147
Total current assets 804,538 835,982
Other asset 10,000 10,000
Right of use asset 122,996 177,796
Property and equipment, net 128,891 182,536
Total Assets 1,066,425 1,206,314
Current Liabilities:    
Accounts payable 101,187 37,000
Accrued compensation 52,500 60,500
Convertible note payable, net of discount of $64,392 78,608
Derivative liability 97,065
Accrued interest 6,426
Deferred revenue 36,000
Operating lease liability – current portion 122,118 134,438
Total current liabilities 493,904 231,938
Long Term Liabilities
Operating lease liability – net of current portion 43,676
Total Liabilities 493,904 275,614
Commitments and Contingencies
STOCKHOLDERS’ EQUITY (DEFICIT):    
Common stock, $0.001 par value, 3,000,000,000 shares authorized, 1,482,455,943 and 1,461,616,601 shares issued and outstanding, respectively 1,482,455 1,461,615
Discount to common stock (94,708) (94,708)
Additional paid in capital 13,848,212 13,749,052
Accumulated Deficit (14,670,938) (14,192,759)
Total Stockholders’ Equity (Deficit) 572,521 930,700
Total Liabilities and Stockholders’ Equity (Deficit) 1,066,425 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
v3.24.2.u1
Balance Sheets (Parentheticals) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Net of allowance (in Dollars) $ 5,590 $ 5,590
Convertible note net of discount (in Dollars) $ 64,392  
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 1,482,455,943 1,461,616,601
Common stock, shares outstanding 1,482,455,943 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
v3.24.2.u1
Statements of Operations (Unaudited) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Statement [Abstract]        
Revenue $ 27,594 $ 58,660 $ 85,475 $ 144,315
Cost of goods sold 5,940 50,062 19,530 123,638
Gross margin 21,654 8,598 65,945 20,677
Operating Expenses:        
Professional fees 56,715 29,810 64,685 47,702
Compensation expense – related party 33,812 52,000 56,000 112,000
Development expense 132,020 48,930 156,020 75,712
Lease expense 22,016 23,195 50,924 69,499
General and administrative 73,956 76,054 159,396 158,131
Total operating expenses 318,519 229,989 487,025 463,044
Loss from operations (296,865) (221,391) (421,080) (442,367)
Other income (expense):        
Interest expense (32,932) (1,807) (60,911) (7,090)
Change in fair value of derivative 104,198 3,812
Total other income (expense) 71,266 (1,807) (57,099) (7,090)
Loss before income taxes (225,599) (223,198) (478,179) (449,457)
Provision for income taxes
Net Loss $ (225,599) $ (223,198) $ (478,179) $ (449,457)
Net loss per share, basic (in Dollars per share) $ 0 $ 0 $ 0 $ 0
Weighted average common shares outstanding, basic (in Shares) 1,472,446,044 1,461,616,601 1,467,031,323 1,461,616,601
v3.24.2.u1
Statements of Operations (Unaudited) (Parentheticals) - $ / shares
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Statement [Abstract]        
Net loss per share, diluted $ 0.00 $ 0.00 $ 0.00 $ 0.00
Weighted average common shares outstanding, diluted 1,472,446,044 1,461,616,601 1,467,031,323 1,461,616,601
v3.24.2.u1
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, 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               (449,457)
Balance at Jun. 30, 2023 $ 5,000 $ 500   $ 1,461,615 (94,708) 13,751,052 (12,864,378) 2,259,081
Balance (in Shares) at Jun. 30, 2023 5,000,000 500,000   1,461,616,601        
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        
Net Loss             (223,198) (223,198)
Balance at Jun. 30, 2023 $ 5,000 $ 500   $ 1,461,615 (94,708) 13,751,052 (12,864,378) 2,259,081
Balance (in Shares) at Jun. 30, 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        
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               (478,179)
Balance at Jun. 30, 2024 $ 5,000 $ 500 $ 2,000 $ 1,482,455 (94,708) 13,848,212 (14,670,938) 572,521
Balance (in Shares) at Jun. 30, 2024 5,000,000 500,000 2,000,000 1,482,455,943        
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        
Common stock sold for cash $ 20,840 99,160 120,000
Common stock sold for cash (in Shares)       20,839,342        
Net Loss             (225,599) (225,599)
Balance at Jun. 30, 2024 $ 5,000 $ 500 $ 2,000 $ 1,482,455 $ (94,708) $ 13,848,212 $ (14,670,938) $ 572,521
Balance (in Shares) at Jun. 30, 2024 5,000,000 500,000 2,000,000 1,482,455,943        
v3.24.2.u1
Statements of Cash Flows (Unaudited) - USD ($)
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash Flows from Operating Activities:    
Net loss $ (478,179) $ (449,457)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation expense 53,645 47,704
Change in fair value of derivative (3,812)
Discount amortization 54,485
Operating lease expense (1,196) 17,378
Changes in Operating Assets and Liabilities:    
Accounts receivable (1,269) (39,069)
Prepaids and other assets (7,190) (15,000)
Inventory 19,530 120,041
Accounts payable 64,187 (40,824)
Deferred revenue 36,000
Accrued compensation – related party (8,000) 2,000
Accrued interest 6,426
Accrued interest – related party (90,119)
Net cash used by operating activities (265,373) (447,346)
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
Proceeds from the sale of common stock 120,000
Repayment of loans – related party (183,931)
Net cash provided (used) by financing activities 245,000 (183,931)
Net change in cash (20,373) (759,727)
Cash at beginning of the period 719,100 1,841,988
Cash at end of the period 698,727 1,082,261
Supplemental cash flow information:    
Interest paid in cash
Taxes paid
Supplemental disclosure of non-cash activity:    
Debt discount to be amortized $ 64,392
v3.24.2.u1
Background
 6 Months Ended
Jun. 30, 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.
v3.24.2.u1
Summary of Significant Accounting Policies
 6 Months Ended
Jun. 30, 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 June 30, 2024, and the results of its operations and cash flows for the six 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 June 30, 2024 and December 31, 2023, the Company had $448,727 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 June 30, 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 June 30, 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 14,031,000 shares of common stock from a convertible note payable.

 

As of June 30, 2023, the Company had approximately potentially dilutive shares of common of 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 June 30, 2024:

 

June 30, 2024:

 

Description  Level 1   Level 2   Level 3 
Derivative  $
—
   $
—
   $97,065 
Total  $
—
   $
—
   $97,065 

 

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 June 30, 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 June 30, 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 six months ended June 30, 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.
v3.24.2.u1
Going Concern
 6 Months Ended
Jun. 30, 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 $14,670,938 at June 30, 2024, had a net loss of $478,179 and net cash used in operating activities of $265,373 for the period ended June 30, 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 received its FDA 510k approval for its DeltaWave product on July 2, 2024. We expect to have product inventory ready for the market in the third quarter of 2024. The Company will continue to finance its operations through debt and/or equity financing as needed.
v3.24.2.u1
Property & Equipment
 6 Months Ended
Jun. 30, 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:

 

   June 30,
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   (206,499)   (152,854)
Fixed assets, net  $128,891   $182,536 

 

Depreciation expense

 

Depreciation expense for the six months ended June 30, 2024 and 2023 was $53,645 and $47,704, respectively.
v3.24.2.u1
Convertible Note Payable
 6 Months Ended
Jun. 30, 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 six months ended June 30, 2024, $54,485 was amortized to interest expense. The debt discount balance as of June 30, 2024, is $64,392.

 

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   3,812 
Balance at June 30, 2024  $97,065 

 

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 June 30, 2024 is as follows:

 

Inputs  June 30,
2024		   Initial
Valuation		 
Stock price  $0.0153   $0.0162 
Conversion price  $0.0107   $0.0107 
Volatility (annual)   110.55%   76.34%
Risk-free rate   5.33%   4.82%
Dividend rate   
-
    
-
 
Years to maturity   .53    1 
v3.24.2.u1
Related Party Transactions
 6 Months Ended
Jun. 30, 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 June 30, 2024 and December 31, 2023, there is $6,500 and $14,500 of accrued compensation, respectively, due to Mr. Wood. During the six months ended June 30, 2024 and 2023, cash payments of $56,000 and $42,000, respectively, were paid to Mr. Wood.

 

As of June 30, 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 six months ended June 30, 2024 and 2023, the Company made cash payments to Mr. Lane of $8,000 and $24,000, respectively.

  

During the six months ended June 30, 2024 and 2023, the Company paid $14,100 and $13,000, respectively, to the brother of the CEO for services related to development of the Company’s product.
v3.24.2.u1
Operating Leases
 6 Months Ended
Jun. 30, 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  June 30,
2024		 
Operating lease asset  Right of use asset  $122,996 
Total lease asset     $122,996 
         
Liability        
Operating lease liability – current portion  Current operating lease liability  $122,118 
Operating lease liability – noncurrent portion  Long-term operating lease liability   
—
 
Total lease liability     $122,118 

 

Lease obligations at June 30, 2024 consisted of the following:

 

For the year ended December 31:    
2024  $76,416 
2025   49,151 
Total payments  $125,567 
Amount representing interest  $(3,449)
Lease obligation, net   122,118 
Less current portion   — 
Lease obligation – long term  $
—
 

 

The operating lease expense for the above agreement for the six months ended June 30, 2024, was $50,924 which consisted of amortization expense of $45,578 and interest expense of $5,346.

 

The operating lease expense for the above agreement for the six months ended June 30, 2023, was $69,500 which consisted of amortization expense of $43,613, $18,298 of prepaid rent and interest expense of $7,589. 

 

During the six months ended June 30, 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.
v3.24.2.u1
Preferred Stock
 6 Months Ended
Jun. 30, 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.
v3.24.2.u1
Subsequent Events
 6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 9 - 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 June 30, 2024, the Company sold 26,260,505 shares of common stock to Quick Capital LLC for total proceeds of $250,000.
v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure            
Net Income (Loss) $ (225,599) $ (252,580) $ (223,198) $ (226,259) $ (478,179) $ (449,457)
v3.24.2.u1
Insider Trading Arrangements
 3 Months Ended
Jun. 30, 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
v3.24.2.u1
Accounting Policies, by Policy (Policies)
 6 Months Ended
Jun. 30, 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 June 30, 2024, and the results of its operations and cash flows for the six 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 June 30, 2024 and December 31, 2023, the Company had $448,727 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 June 30, 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 June 30, 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 14,031,000 shares of common stock from a convertible note payable.

As of June 30, 2023, the Company had approximately potentially dilutive shares of common of 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 June 30, 2024:

June 30, 2024:

Description  Level 1   Level 2   Level 3 
Derivative  $
—
   $
—
   $97,065 
Total  $
—
   $
—
   $97,065 
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 June 30, 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 June 30, 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 six months ended June 30, 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.
v3.24.2.u1
Summary of Significant Accounting Policies (Tables)
 6 Months Ended
Jun. 30, 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

June 30, 2024:

Description  Level 1   Level 2   Level 3 
Derivative  $
—
   $
—
   $97,065 
Total  $
—
   $
—
   $97,065 
v3.24.2.u1
Property & Equipment (Tables)
 6 Months Ended
Jun. 30, 2024
Property & Equipment [Abstract]  
Schedule of Assets Stated at Cost, Less Accumulated Depreciation Assets stated at cost, less accumulated depreciation consisted of the following:
   June 30,
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   (206,499)   (152,854)
Fixed assets, net  $128,891   $182,536 
v3.24.2.u1
Convertible Note Payable (Tables)
 6 Months Ended
Jun. 30, 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   3,812 
Balance at June 30, 2024  $97,065 
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 June 30, 2024 is as follows:
Inputs  June 30,
2024		   Initial
Valuation		 
Stock price  $0.0153   $0.0162 
Conversion price  $0.0107   $0.0107 
Volatility (annual)   110.55%   76.34%
Risk-free rate   5.33%   4.82%
Dividend rate   
-
    
-
 
Years to maturity   .53    1 
v3.24.2.u1
Operating Leases (Tables)
 6 Months Ended
Jun. 30, 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  June 30,
2024		 
Operating lease asset  Right of use asset  $122,996 
Total lease asset     $122,996 
         
Liability        
Operating lease liability – current portion  Current operating lease liability  $122,118 
Operating lease liability – noncurrent portion  Long-term operating lease liability   
—
 
Total lease liability     $122,118 
Schedule of Lease Obligations Lease obligations at June 30, 2024 consisted of the following:
For the year ended December 31:    
2024  $76,416 
2025   49,151 
Total payments  $125,567 
Amount representing interest  $(3,449)
Lease obligation, net   122,118 
Less current portion   — 
Lease obligation – long term  $
—
 
v3.24.2.u1
Background (Details)
 6 Months Ended
Jun. 30, 2024
Background [Abstract]  
Incorporation date Jun. 06, 2007
v3.24.2.u1
Summary of Significant Accounting Policies (Details) - USD ($)
 6 Months Ended 12 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Summary of Significant Accounting Policies [Line Items]      
Cash insured amount $ 448,727   $ 469,100
Federal depository insurance coverage limit 250,000    
Fixed assets cost $ 2,000    
Warrants term 2 years    
Total number of units sold 1,000    
Allowance for doubtful account. $ 5,590   5,590
Impairment expense of inventories   $ 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 14,031,000    
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  
v3.24.2.u1
Summary of Significant Accounting Policies (Details) - Schedule of Liabilities Measured At Fair Value on Recurring Basis
Jun. 30, 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 97,065
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 $ 97,065
v3.24.2.u1
Going Concern (Details) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Going Concern [Abstract]              
Accumulated deficit $ (14,670,938)       $ (14,670,938)   $ (14,192,759)
Net loss $ (225,599) $ (252,580) $ (223,198) $ (226,259) (478,179) $ (449,457)  
Net cash used in operating activities         $ (265,373) $ (447,346)  
v3.24.2.u1
Property & Equipment (Details) - USD ($)
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Property & Equipment [Line Items]    
Depreciation expense $ 53,645 $ 47,704
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  
v3.24.2.u1
Property & Equipment (Details) - Schedule of Assets Stated at Cost, Less Accumulated Depreciation - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Schedule of Assets Stated at Cost, Less Accumulated Depreciation [Line Items]    
Less: accumulated depreciation $ (206,499) $ (152,854)
Fixed assets, net 128,891 182,536
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
v3.24.2.u1
Convertible Note Payable (Details) - USD ($)
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jan. 10, 2024
Convertible Note Payable [Line Items]      
Convertible promissory note     $ 143,000
Legal fees $ 5,000    
Original debt discount 118,887    
Derivative amount 100,877    
Discount amortization 54,485  
Convertible Promissory Note [Member]      
Convertible Note Payable [Line Items]      
Percentage of convertible promissory note     10.00%
Interest amount $ 18,000    
Discount percentage 25.00%    
Original debt discount $ 18,000    
Discount amortization $ 64,392    
Maturity date Jan. 10, 2025    
v3.24.2.u1
Convertible Note Payable (Details) - Schedule of Derivative Liability - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
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 $ 104,198 3,812
Ending balance $ 97,065   $ 97,065  
v3.24.2.u1
Convertible Note Payable (Details) - Schedule of Quantitative Information about Significant Unobservable Inputs
Jun. 30, 2024
Stock price [Member]  
Schedule of Quantitative Information about Significant Unobservable Inputs [Line Items]  
Derivative liability 0.0153
Stock price [Member] | Initial Valuation [Member]  
Schedule of Quantitative Information about Significant Unobservable Inputs [Line Items]  
Derivative liability 0.0162
Conversion price [Member]  
Schedule of Quantitative Information about Significant Unobservable Inputs [Line Items]  
Derivative liability 0.0107
Conversion price [Member] | Initial Valuation [Member]  
Schedule of Quantitative Information about Significant Unobservable Inputs [Line Items]  
Derivative liability 0.0107
Volatility (annual) [Member]  
Schedule of Quantitative Information about Significant Unobservable Inputs [Line Items]  
Derivative liability 110.55
Volatility (annual) [Member] | Initial Valuation [Member]  
Schedule of Quantitative Information about Significant Unobservable Inputs [Line Items]  
Derivative liability 76.34
Risk-free rate [Member]  
Schedule of Quantitative Information about Significant Unobservable Inputs [Line Items]  
Derivative liability 5.33
Risk-free rate [Member] | Initial Valuation [Member]  
Schedule of Quantitative Information about Significant Unobservable Inputs [Line Items]  
Derivative liability 4.82
Dividend rate [Member]  
Schedule of Quantitative Information about Significant Unobservable Inputs [Line Items]  
Derivative liability
Dividend rate [Member] | Initial Valuation [Member]  
Schedule of Quantitative Information about Significant Unobservable Inputs [Line Items]  
Derivative liability
Years to maturity [Member]  
Schedule of Quantitative Information about Significant Unobservable Inputs [Line Items]  
Derivative liability 0.53
Years to maturity [Member] | Initial Valuation [Member]  
Schedule of Quantitative Information about Significant Unobservable Inputs [Line Items]  
Derivative liability 1
v3.24.2.u1
Related Party Transactions (Details) - USD ($)
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Technology Service [Member]      
Related Party Transactions [Line Items]      
Payment of service cost $ 14,100 $ 13,000  
Mr. Wood [Member]      
Related Party Transactions [Line Items]      
Compensated per month 8,000    
Accrued compensation 14,500   $ 6,500
Cash payments 56,000 42,000  
Mr. Bird [Member]      
Related Party Transactions [Line Items]      
Accrued compensation 46,000   $ 46,000
Mr. Lane [Member]      
Related Party Transactions [Line Items]      
Cash payments $ 8,000 $ 24,000  
v3.24.2.u1
Operating Leases (Details) - USD ($)
 6 Months Ended
Jun. 30, 2024
Jun. 30, 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 $ 18,298  
Operating lease liabilities 122,118    
Operating lease expense 50,924 69,500  
Amortization expense 45,578 43,613  
Interest expense $ 5,346 7,589  
Incurred rent expense   $ 11,095  
Right-of-Use Assets [Member]      
Operating Leases [Line Items]      
Operating lease liabilities     $ 328,803
v3.24.2.u1
Operating Leases (Details) - Schedule of Right-of-Use (“ROU”) Assets and Operating Lease Liabilities - Operating Leases [Member]
Jun. 30, 2024
USD ($)
Condensed Balance Sheet Statements, Captions [Line Items]  
Right of use asset Total lease asset
Operating lease asset $ 122,996
Total lease asset $ 122,996
Current operating lease liability Operating lease liability – current portion
Operating lease liability – current portion $ 122,118
Long-term operating lease liability Operating lease liability – noncurrent portion
Operating lease liability – noncurrent portion
Total lease liability $ 122,118
v3.24.2.u1
Operating Leases (Details) - Schedule of Lease Obligations - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Schedule of Lease Obligations [Abstract]    
2024 $ 76,416  
2025 49,151  
Total payments 125,567  
Amount representing interest (3,449)  
Lease obligation, net 122,118  
Lease obligation – long term $ 43,676
v3.24.2.u1
Preferred Stock (Details) - $ / shares
 6 Months Ended
Jun. 30, 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  
v3.24.2.u1
Subsequent Events (Details)
 6 Months Ended
Jun. 30, 2024
USD ($)
shares
Subsequent Events [Line Items]  
Total proceeds | $ $ 250,000
Common Stock [Member]  
Subsequent Events [Line Items]  
Sale of stock sold | shares 26,260,505
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