As filed with the Securities and Exchange Commissionon June 15, 2022 

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIESACT OF 1933

RemSleep Holdings, Inc.

(Exact name of registrant as specified in its charter)

14175 Icot Boulevard, Suite 300

Clearwater, Florida 33760

(813) 367-3855

(Address, including zip code, and telephone number,including area code, of registrant’s principal executive offices)

Thomas J. Wood

Chief Executive Officer

RemSleep Holdings, Inc.

14175 Icot Boulevard, Suite 300

Clearwater, Florida 33760

(813) 367-3855

(Name, address and telephone number of agent forservice)

With copies to:

Eric Newlan, Esq.

Newlan Law Firm, PLLC

2201 Long Prairie Road, Suite 107-762

Flower Mound, Texas 75022

Phone: (940) 367-6154

Approximate date of proposed sale to the public: From time totime after the effective date of this registration statement.

If any of the securities being registered on thisForm are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securitiesfor an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filedpursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statementnumber of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filedpursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statementnumber of the earlier effective registration statement for the same offering. ☐

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

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided to Section 7(a)(2)(B) of the Securities Act of 1933. ☐

The registrant hereby amends this registration statement on suchdate or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically statesthat this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or untilthe registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.

The information in this preliminary prospectus is not completeand may be changed. We may not sell these securities until this registration statement filed with the Securities and Exchange Commissionis effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securitiesin any state where the offer or sale is not permitted.

Registration No. 333-________

500,000,000 Shares of Common Stock

REMSLEEP HOLDINGS, INC.

This Prospectus relates to the offer and saleof up to 500,000,000 shares of common stock (the “Shares”) of RemSleep Holdings, Inc., a Nevada corporation, by JanBella Group,LLC (the “Selling Stockholder”). See “Selling Stockholder.”

The resale of the 500,000,000 Shares by the SellingStockholder pursuant to this Prospectus is referred to as the “Offering.”

The Selling Stockholder, or its transferees, pledgees,donees or other successors-in-interest, may sell their Shares from time to time at prevailing market prices, at prices related to prevailingmarket prices or at privately negotiated prices. The Selling Stockholder may sell any, all or none of the Shares offered by this Prospectus,and we do not know when or in what amount the Selling Stockholder may sell its Shares hereunder following the effective date of the RegistrationStatement of which this Prospectus forms a part (the “Registration Statement”).

The Shares are issuable under an equity line (the“Equity Line”) established by the Purchase Agreement (the “JanBella Agreement”) entered into on May 10, 2022,between our company and JanBella Group, LLC (“JanBella” or the “Selling Stockholder”). We may draw on the EquityLine from time to time, as and when we determine appropriate, in accordance with the terms and conditions of the JanBella Agreement. Fora more complete discussion of the terms and conditions of the Equity Line, see “Prospectus Summary—Equity Line” and“Plan of Distribution.”

We are not selling any securities under this Prospectusand will not receive any of the proceeds from the sale of the Shares by the Selling Stockholder.

The Selling Stockholder is an “underwriter”within the meaning of Section 2(a)(11) of the Securities Act. The Selling Stockholder may sell the Shares described in this Prospectusin a number of different ways and at varying prices. See “Plan of Distribution” for more information about how the SellingStockholder may sell the Shares being offered pursuant to this Prospectus.

We will pay the expenses incurred in registeringthe Shares, including legal and accounting fees. See “Plan of Distribution.”

Our common stock is currently quoted on the OTCMarket Group, Inc.’s OTC PINK tier under the symbol “RMSL.” On June 10, 2022, the last reported sale price of our CommonStock was $0.0187.

Investing in our common stock involves a highdegree of risk. See “Risk Factors” beginning on page 6 of this Prospectus.

Neither the Securities and Exchange Commission(the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this Prospectusis truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is ________, 2022

TABLE OF CONTENTS

You should rely only on the information containedin this Prospectus. We have not authorized anyone to provide you with information that is different from that contained in this Prospectus.This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where theoffer or sale is not permitted. The information in this Prospectus is complete and accurate only as of the date on the front cover regardlessof the time of delivery of this Prospectus or of any sale of our securities.

 

Existing CPAP systems usenasal pillow interfaces that are round. These pillow interfaces cause discomfort when worn as the nasal septum is typically more sensitiveto pressure and is typically relatively flat in areas of the nasal openings. Round cross-sectional shapes do not interface well withflat walls and, as an accommodation, prior pillow interfaces are typically made of a soft material that flattens when inserted. Thisflattening reduces the cross-sectional area of these prior nasal pillows, resulting in an acceleration of the air velocity and noise.The increase in air flow velocity leads to dryness, a sudden burning sensation in the nostrils, and stuffiness in the sinuses. Higherair flow velocity and lower volume of incoming air is less efficient at correcting apnea and often interrupts normal breathing patterns.DeltaWave is designed to deliver more air volume with less driving pressure. Therefore, the patient gets more air coming into the upperairways at a slower air velocity. Also, the pillows that fit into the nostrils are designed to better fit the shape of the nostrils forbetter comfort and better airtight seal.

 

 

A complete discussion concerningour DeltaWave CPAP interface device, including a discussion concerning our market opportunity, is presented under “Business”herein.

 

Risk Factors

 

There are numerous risks anduncertainties associated with an investment in our Common Stock, including those presented under “Risk Factors” herein. Theserisks and uncertainties include, but are not limited to, the following:

 

	●	our history of losses;
	●	our need for substantial additional capital to fund our ongoing operations and to fund the marketing and sales efforts relating to our DeltaWave CPAP device, once approved;
	●	we currently have only patent-pending protection for our DeltaWave CPAP device;
	●	the medical technology industry is highly competitive;
	●	we have limited experience marketing and selling our DeltaWave CPAP device;
	●	we face the risk of product liability claims;
	●	we are highly dependent upon our current management team;
	●	our products are subject to extensive government regulation and oversight both in the United States and abroad;
	●	we may seek capital that would result in shareholder dilution or that would result in our issuing securities having rights senior to those of our Common Stock; and
	●	our Common Stock is a “penny stock,” which may impair trading liquidity.

 

In addition, the report ofour independent registered public accounting firm for the years ended December 31, 2021 and 2020, contains a statement with respect tosubstantial doubt as to our ability to continue as a going concern as a result of our accumulated deficit, net losses, and negative cashflows from operations.

 

Equity Line

 

On May 10, 2022, we enteredinto a Purchase Agreement (the JanBella Agreement) with JanBella Group, LLC (JanBella or the Selling Stockholder), pursuant to which,and upon the terms and subject to the conditions thereof, JanBella is committed to purchase, on an unconditional basis, up to 500,000,000shares of our common stock (the “Purchase Shares”) over the course of its term. The term of the JanBella Agreement will endon the earlier of (a) the date on which the Selling Stockholder has purchased all of the 500,000,000 Shares pursuant to the JanBella Agreement,(b) May 10, 2025, (c) written notice of termination by us, (d) the date the Registration Statement is no longer effective, or (e) thedate that, pursuant to or within the meaning of any Bankruptcy Law, we commence a voluntary case or any person commences a proceedingagainst us, a custodian is appointed for us or for all or substantially all of our property or we make a general assignment for the benefitof creditors.

 

RISK FACTORS

An investment in our securitiesinvolves a high degree of risk. Before you invest in our securities, you should give careful consideration to the following risk factors,in addition to the other information included in this prospectus, including our financial statements and related notes, before decidingwhether to invest in our securities. The occurrence of any of the adverse developments described in the following risk factors could materiallyand adversely harm our business, financial condition, results of operations or prospects. In that case, the trading price of our commonstock could decline, and you may lose all or part of your investment.

Risks Related to Our Business

The report of our independentauditors on our financial statements for the year ended December 31, 2021, indicates uncertainty concerning our ability to continue asa going concern and this may impair our ability to raise capital to fund our business. The report of our independent auditorsindicates uncertainty concerning our ability to continue as a going concern and this may impair our ability to raise capital to fund ourbusiness. In its opinion on our financial statements for the year ended December 31, 2021, our independent auditors raised substantialdoubt about our ability to continue as a going concern. We cannot assure you that this will not impair our ability to raise capital onattractive terms. Additionally, we cannot assure you that we will ever achieve significant revenues and therefore remain a going concern.Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our company had an accumulateddeficit of $10,707,914 (unaudited) at March 31, 2022, had a net loss of $316,299 (unaudited) and net cash used in operating activitiesof $199,085 (unaudited) for the three months ended March 31, 2022. Our ability to raise additional capital through the future issuancesof common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of our contemplatedplan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for us to continue operations.These conditions and the ability to successfully resolve these factors over the next twelve months raise substantial doubt about our abilityto continue as a going concern.

If we are unable toraise enough capital in this offering or obtain additional financing, we may not be able to fulfill our business plan. At March31, 2022, we had $4,014,578 (unaudited) cash on hand. Our entire business plan, including our ability to obtain FDA approval of our DeltaWaveCPAP device and to conduct manufacturing, marketing, generate sales and further develop products, are entirely dependent upon adequatefinancing. Should we fail to obtain adequate financing: (a) our financial condition will be negatively affected; (b) we will be unableto conduct the essential aspects of our business plan, including marketing; (c) investments in our common stock will be negatively impacted;(d) we will be forced to liquidate our business and file for bankruptcy protection.

We currently have onlypatent-pending protection for our DeltaWave device. We have filed a patent application for our DeltaWave device with the USPTO;however, as yet, it has not granted yet and there can be no assurance that one will be issued.

Obtaining and maintainingour patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed bygovernmental patent agencies, and our patent protection could be reduced or eliminated for noncompliance with these requirements.Periodic maintenance fees on any issued patent are due to be paid to the USPTO and foreign patent agencies in several stages over thelifetime of the patent and, in some jurisdictions, during the pendency of a patent application. The USPTO and various foreign governmentalpatent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patentapplication process. While an inadvertent lapse can in many cases be cured by payment of a late fee or by other means in accordance withthe applicable rules, there are situations in which noncompliance can result in abandonment or lapse of the patent or patent application,resulting in partial or complete loss of patent rights in the relevant jurisdiction. Noncompliance events that could result in abandonmentor lapse of a patent or patent application include, but are not limited to, failure to respond to official actions within prescribed timelimits, non-payment of fees and failure to properly legalize and submit formal documents. In such an event, our competitors might be ableto enter the market, which would have a material adverse effect on our business.

Changes in U.S. patentlaw could diminish the value of patents in general, thereby impairing our ability to protect our products. Changes in either thepatent laws or interpretation of the patent laws in the United States could increase the uncertainties and costs surrounding the prosecutionof patent applications and the enforcement or defense of issued patents. Assuming that other requirements for patentability are met, priorto March 2013, in the United States, the first to invent the claimed invention was entitled to the patent, while outside the United States,the first to file a patent application was entitled to the patent. After March 2013, under the Leahy-Smith America Invents Act, or theAmerica Invents Act, enacted in September 2011, the United States transitioned to a first inventor to file system in which, assuming thatother requirements for patentability are met, the first inventor to file a patent application will be entitled to the patent on an inventionregardless of whether a third party was the first to invent the claimed invention. A third party that files a patent application in theUSPTO after March 2013, but before us could therefore be awarded a patent covering an invention of ours even if we had made the inventionbefore it was made by such third party. This will require us to be cognizant going forward of the time from invention to filing of a patentapplication.

The America Invents Act alsoincludes a number of significant changes that affect the way patent applications will be prosecuted and also may affect patent litigation.These include allowing third party submission of prior art to the USPTO during patent prosecution and additional procedures to attackthe validity of a patent by USPTO administered post-grant proceedings, including post-grant review, inter partes review, and derivationproceedings. Because of a lower evidentiary standard in USPTO proceedings compared to the evidentiary standard in United States federalcourts necessary to invalidate a patent claim, a third party could potentially provide evidence in a USPTO proceeding sufficient for theUSPTO to hold a claim invalid even though the same evidence would be insufficient to invalidate the claim if first presented in a districtcourt action. Accordingly, a third party may attempt to use the USPTO procedures to invalidate our patent claims that would not have beeninvalidated if first challenged by the third party as a defendant in a district court action. Therefore, the America Invents Act and itsimplementation could increase the uncertainties and costs surrounding the prosecution of our owned or in-licensed patent applicationsand the enforcement or defense of our owned or in-licensed issued patents, all of which could have a material adverse effect on our business,financial condition, results of operations, and prospects.

In addition, the patent positionsof companies in the development and commercialization of biologics and pharmaceuticals are particularly uncertain. Recent U.S. SupremeCourt rulings have narrowed the scope of patent protection available in certain circumstances and weakened the rights of patent ownersin certain situations. This combination of events has created uncertainty with respect to the validity and enforceability of patents,once obtained. Depending on future actions by the U.S. Congress, the federal courts, and the USPTO, the laws and regulations governingpatents could change in unpredictable ways that could have a material adverse effect on our existing patent portfolio and our abilityto protect and enforce our intellectual property in the future.

If patients or physiciansare not willing to change current practices to adopt our DeltaWave device to treat moderate to severe sleep apnea, our DeltaWave devicemay fail to gain increased market acceptance, and our business will be adversely affected. Our primary strategy to generate andgrow our revenue is to drive the adoption of our DeltaWave device to treat patients with moderate to severe sleep apnea who are unableto use or get consistent benefit from their current CPAP masks. Physicians and users may choose not to use our DeltaWave device for anumber of reasons, including:

If additional physiciansor other medical professionals do not adopt our DeltaWave device for any reason, including those listed above, our ability to executeour growth strategy will be impaired, and our business may be adversely affected. In addition, patients may choose not to useour DeltaWave device if, among other potential reasons, their airway anatomy would not allow for effective treatment with DeltaWave device,they are worried about potential adverse effects of our DeltaWave device, such as infection, discomfort or they are unable to obtain adequatethird-party coverage or reimbursement.

We currently competeand will in the future continue to compete against other companies, some of which have longer operating histories, more established productsor greater resources than we do, which may prevent us from achieving increased market penetration and improved operating results.The medical technology industry is highly competitive, subject to change and significantly affected by new product introductions and otheractivities of industry participants. Our competitors have historically dedicated and will continue to dedicate significant resources topromoting their products or developing new products or methods to treat moderate to severe sleep apnea. We also believe other emergingbusinesses are in the early stages of developing devices designed to treat sleep apnea. In addition, we also compete, both within andoutside of the United States with invasive surgical treatment options which are primarily used in the treatment of mild to moderate sleepapnea.

In addition, our DeltaWavedevice is designed in the treatment of sleep apnea in patients who cannot use or obtain consistent benefit from current CPAP system devices.If one or more CPAP device manufacturers successfully develop a CPAP device that is more effective, better tolerated or otherwise resultsin better compliance by patients, or if improvements in other devices make them more effective, cost effective, easier to use or otherwisemore attractive than our DeltaWave device, sales of our DeltaWave device could be significantly and adversely affected, which could havea material adverse effect on our business, financial condition and results of operations. In addition, if other companies are successfulin developing devices that are approved for a broader range of indications than our DeltaWave device, we will be at a further competitivedisadvantage, which could also affect our business, financial condition and results of operations.

Many of the companies againstwhich we compete may have competitive advantages with respect to primary competitive factors in the sleep apnea treatment market, including:

We also compete with othermedical technology companies to recruit and retain qualified sales, training and other personnel.

In addition, though thereare currently no pharmacologic therapies approved to treat sleep apnea, we may in the future face competition from pharmaceutical companiesthat develop such therapies. We also expect to experience increased competition in the future as other companies develop and commercializecompeting devices. Any of these companies may also have the competitive advantages described above.

Our long-term growthdepends on our ability to enhance our DeltaWave device, expand our indications and develop and commercialize additional products.It is important to our business that we continue to enhance our DeltaWave device and develop and introduce new products. Developing productsis expensive and time-consuming and could divert management’s attention away from our core business. The success of any new productoffering or product enhancements to our DeltaWave device will depend on several factors, including our ability to:

If we are not successfulin expanding our indications and developing and commercializing new products and product enhancements, our ability to increase our revenuemay be impaired, which could have a material adverse effect on our business, financial condition and results of operations. Ourfinancial results may fluctuate significantly and may not fully reflect the underlying performance of our business. Our quarterly andannual results of operations may vary significantly in the future, and period-to-period comparisons of our operating results may not bemeaningful. Accordingly, the results of any one quarter or period should not be relied upon as an indication of future performance. Ourquarterly and annual financial results may fluctuate as a result of a variety of factors, many of which are outside our control and, asa result, may not fully reflect the underlying performance of our business. One such factor includes seasonal variations in our sales.

Other factors that may causefluctuations in our quarterly and annual results include:

Because our quarterlyand annual results may fluctuate, period-to-period comparisons may not be the best indication of the underlying results of our businessand should only be relied upon as one factor in determining how our business is performing. These fluctuations may also increase the likelihoodthat we will not meet our forecasted performance, which could negatively affect the market price for our common stock. Our resultsof operations could be materially harmed if we are unable to accurately forecast customer demand for our DeltaWave device and manage ourinventory. To ensure adequate inventory supply, we must forecast inventory needs and place orders with our suppliers based on our estimatesof future demand for our DeltaWave device. Our ability to accurately forecast demand for our DeltaWave device could be negatively affectedby many factors, including our failure to accurately manage our expansion strategy, product introductions by competitors, an increaseor decrease in customer demand for our DeltaWave device or for products of our competitors, our failure to accurately forecast customeracceptance of new products, unanticipated changes in general market conditions or regulatory matters and weakening of economic conditionsor consumer confidence in future economic conditions. Inventory levels in excess of customer demand may result in inventory write-downsor write-offs, which would cause our gross margin to be adversely affected and could impair the strength of our brand. Conversely, ifwe underestimate customer demand for our DeltaWave device, our third-party contract manufacturers may not be able to deliver productsto meet our requirements, and this could result in damage to our reputation and customer relationships. In addition, if we experiencea significant increase in demand, additional supplies of raw materials or additional manufacturing capacity may not be available whenrequired on terms that are acceptable to us, or at all, or suppliers or our third-party manufacturers may not be able to allocate sufficientcapacity in order to meet our increased requirements, which could have an adverse effect on our ability to meet customer demand for ourDeltaWave device and our results of operations.

We seek to maintain sufficientlevels of inventory in order to protect ourselves from supply interruptions. As a result, we are subject to the risk that a portion ofour inventory will become obsolete or expire, which could have a material adverse effect on our earnings and cash flows due to the resultingcosts associated with the inventory impairment charges and costs required to replace such inventory.

We will rely on a limitednumber of third-party suppliers and contract manufacturers for the manufacture and assembly of our products, and a loss or degradationin performance of these suppliers and contract manufacturers could have a material adverse effect on our business, financial conditionand results of operations. We will rely on third-party suppliers and contract manufacturers for the raw materials and componentsused in our DeltaWave device and to manufacture and assemble our products. Any of our suppliers or our third-party contract manufacturersmay be unwilling or unable to supply the necessary materials and components or manufacture and assemble our products reliably and at thelevels we anticipate or that are required by the market. Our ability to supply our products commercially and to develop any future productsdepends, in part, on our ability to obtain these materials, components and products in accordance with regulatory requirements and insufficient quantities for commercialization and clinical testing. Our manufacturers may decide in the future to discontinue or reducethe level of business they conduct with us. If we are required to change contract manufacturers due to any change in or termination ofour relationships with these third parties, or if our manufacturers are unable to obtain the materials they need to produce our productsat consistent prices or at all, we may lose sales, experience manufacturing or other delays, incur increased costs or otherwise experienceimpairment to our customer relationships. We cannot guarantee that we will be able to establish alternative relationships on similar terms,without delay or at all.

Establishing additional orreplacement suppliers for any of these materials, components or services, if required, could be time-consuming and expensive, may resultin interruptions in our operations and product delivery, may affect the performance specifications of our DeltaWave device or could requirethat we modify its design. Even if we are able to find replacement suppliers or third-party contract manufacturers, we will be requiredto verify that the new supplier or third-party manufacturer maintains facilities, procedures and operations that comply with our qualityexpectations and applicable regulatory requirements. Furthermore, our contract manufacturers could require us to move to another one oftheir production facilities or use alternative materials or components. Any of these events could require that we obtain a new regulatoryauthority approval before we implement the change, which could result in further delay and which may not be obtained at all. While weseek to maintain sufficient levels of inventory as discussed above, those inventories may not fully protect us from supply interruptions.

If our third-party suppliersfail to deliver the required commercial quantities of materials on a timely basis and at commercially reasonable prices, and we are unableto find one or more replacement suppliers capable of production at a substantially equivalent cost in substantially equivalent volumesand quality on a timely basis, the continued commercialization of our DeltaWave device, the supply of our products to customers and thedevelopment of any future products will be delayed, limited or prevented, which could have material adverse effect on our business, financialcondition and results of operations.

Performance issues,service interruptions or price increases by our shipping carriers could adversely affect our business and harm our reputation and abilityto provide our services on a timely basis. Expedited, reliable shipping will be essential to our operations. We will rely heavilyon providers of transport services for reliable and secure point-to-point transport of our DeltaWave device to our customers and for trackingof these shipments. Should a carrier encounter delivery performance issues such as loss, damage or destruction of any systems, it wouldbe costly to replace such systems in a timely manner and such occurrences may damage our reputation and lead to decreased demand for ourDeltaWave device and increased cost and expense to our business. In addition, any significant increase in shipping rates could adverselyaffect our operating margins and results of operations. Similarly, strikes, severe weather, natural disasters or other service interruptionsaffecting delivery services we use would adversely affect our ability to process orders for our DeltaWave device on a timely basis.

Consolidation in thehealthcare industry or group purchasing organizations could lead to demands for price concessions, which may affect our ability to sellour products at prices necessary to support our current business strategies. Healthcare costs have risen significantly over thepast decade, which has resulted in or led to numerous cost reform initiatives by legislators, regulators and third-party payors. Costreform has triggered a consolidation trend in the healthcare industry to aggregate purchasing power, which may create more requests forpricing concessions in the future. Additionally, group purchasing organizations, independent delivery networks and large single accountsmay continue to use their market power to consolidate purchasing decisions for hospitals and ASCs. We expect that market demand, governmentregulation, third-party coverage and reimbursement policies and societal pressures will continue to change the healthcare industry worldwide,resulting in further business consolidations and alliances among our customers, which may exert further downward pressure on the pricesof our products.

We have limited experiencemarketing and selling our DeltaWave device, and if we are unable to expand, manage and maintain our direct sales and marketing organizationwe may not be able to generate revenue growth. We have not commenced sales of our DeltaWave device and as a result, we have noexperience in marketing and selling our DeltaWave device. We intend to sell our DeltaWave device through a direct sales force that targetsENT physicians and sleep centers in the United States and Europe, and also utilize various direct-to-patient marketing initiatives, includingpaid search, radio, social media and online videos. Our operating results will be directly dependent upon the efforts of these employees.If our direct sales force fails to adequately promote, market and sell our DeltaWave device and obtain reimbursement for it, our revenuemay be adversely affected.

In order to generate revenue,we plan to engage a direct sales organization. This may require us to split or adjust sales territories, which may adversely affect ourability to retain customers in those territories. Additionally, our future success will depend largely on our ability to continue to hire,train, retain and motivate skilled sales and reimbursement personnel with significant industry experience and technical knowledge of sleepapnea devices and related products. Because the competition for their services is high, we cannot assure you we will be able to hire andretain additional personnel on favorable or commercially reasonable terms, if at all. Failure to hire or retain qualified sales and reimbursementpersonnel would prevent us from expanding our business and generating revenue. If we are unable to expand our sales and marketing capabilities,e be able to effectively commercialize our DeltaWave device, which could have an adverse effect on our business, financial condition andresults of operations.

Our ability to maintainour competitive position depends on our ability to attract and retain senior management and other highly qualified personnel.Our success will depend in part on our ability to attract, retain and motivate highly qualified management and other personnel. We arehighly dependent upon our management team, Thomas J. Wood, our Chief Executive Officer, and Russell F. Bird, our President. The replacementof any of our management team likely would involve significant time and costs and may significantly delay or prevent the achievement ofour business objectives and could therefore have an adverse effect on our business. In addition, we do not carry any “key person”insurance policies that could offset potential loss of service under applicable circumstances.

We face the risk ofproduct liability claims that could be expensive, divert management’s attention and harm our reputation and business. We may notbe able to maintain adequate product liability insurance. Our business exposes us to the risk of product liability claims thatare inherent in the testing, manufacturing and marketing of medical devices. This risk exists even if a device is cleared or approvedfor commercial sale by the FDA and manufactured in facilities licensed and regulated by the FDA or an applicable foreign regulatory authority.Our DeltaWave device is designed to affect, and any future products will be designed to affect, important bodily functions and processes.Any side effects, manufacturing defects, misuse or abuse associated with our DeltaWave device could result in patient injury or death.The medical device industry has historically been subject to extensive litigation over product liability claims, and we cannot offer anyassurance that we will not face product liability suits. We may be subject to product liability claims if our DeltaWave device causes,or merely appears to have caused, patient injury or death. In addition, an injury that is caused by the activities of our suppliers, suchas those who provide us with components and raw materials, may be the basis for a claim against us. Product liability claims may be broughtagainst us by patients, healthcare providers or others selling or otherwise coming into contact with our DeltaWave device, among others.If we cannot successfully defend ourselves against product liability claims, we will incur substantial liabilities and reputational harm.In addition, regardless of merit or eventual outcome, product liability claims may result in:

While we may attempt to manageour product liability exposure by proactively recalling or withdrawing from the market any defective products, any recall or market withdrawalof our products may delay the supply of those products to our customers and may impact our reputation. We can provide no assurance thatwe would be successful in initiating appropriate market recall or market withdrawal efforts that may be required in the future or thatthese efforts will have the intended effect of preventing product malfunctions and the accompanying product liability that may result.Such recalls and withdrawals may also be used by our competitors to harm our reputation for safety or be perceived by patients as a safetyrisk when considering the use of our products, either of which could have a material adverse effect on our business, financial conditionand results of operations.

If we are unable to obtaininsurance at an acceptable cost or on acceptable terms or otherwise protect against potential product liability claims, we could be exposedto significant liabilities. A product liability claim, recall or other claim with respect to uninsured liabilities or for amounts in excessof insured liabilities could have a material adverse effect on our business, financial condition and results of operations.

If the quality of ourDeltaWave device does not meet the expectations of physicians or patients, then our brand and reputation or our business could be adverselyaffected. In the course of conducting our business, we must adequately address quality issues that may arise with our DeltaWavedevice, including defects in third-party components included in our DeltaWave device. In addition, even in the absence of quality issues,we may be subject to claims and liability if the performance of our DeltaWave device does not live up to the expectations of physiciansor patients as a result of the patient’s use of the product. If the quality of our DeltaWave device does not meet the expectationsof physicians or patients, then our brand and reputation with those physicians or patients, or our business, financial condition and resultsof operations, could be adversely affected.

If we choose to acquirenew and complementary businesses, products or technologies, we may be unable to complete these acquisitions or to successfully integratethem in a cost-effective and non-disruptive manner. Our success depends, in part, on our ability to continually enhance and broadenour product offerings in response to changing customer demands, competitive pressures and advances in technologies. Accordingly, althoughwe have no current commitments with respect to any acquisition or investment, we may in the future pursue the acquisition of, or jointventures relating to, complementary businesses, products or technologies instead of developing them ourselves. We do not know if we willbe able to successfully complete any future acquisitions or joint ventures, or whether we will be able to successfully integrate any acquiredbusiness, product or technology or retain any key employees related thereto. Integrating any business, product or technology we acquirecould be expensive and time-consuming, disrupt our ongoing business and distract our management. If we are unable to integrate any acquiredbusinesses, products or technologies effectively, our business will be adversely affected. In addition, any amortization or charges resultingfrom the costs of acquisitions could increase our expenses.

Unfavorable global economicconditions could adversely affect our business, financial condition or results of operations. Our results of operations couldbe adversely affected by general conditions in the global economy and in the global financial markets. The global financial crisis causedextreme volatility and disruptions in the capital and credit markets. A severe or prolonged economic downturn, such as the global financialcrisis, could result in a variety of risks to our business, including weakened demand for our DeltaWave device, and our ability to raiseadditional capital when needed on acceptable terms, if at all. A weak or declining economy could also strain our manufacturers or suppliers,possibly resulting in supply disruption, or cause our customers to delay making payments for our services. Any of the foregoing couldharm our business and we cannot anticipate all of the ways in which the economic climate and financial market conditions could adverselyaffect our business.

Failure of a key informationtechnology system, process or site could have an adverse effect on our business. We will rely extensively on information technologysystems to conduct our business. These systems affect, among other things, ordering and managing materials from suppliers, shipping productsto customers, processing transactions, summarizing and reporting results of operations, complying with regulatory, legal or tax requirements,data security and other processes necessary to manage our business. If our systems are damaged or cease to function properly due to anynumber of causes, ranging from catastrophic events to power outages to security breaches, and our business continuity plans do not effectivelycompensate on a timely basis, we may experience interruptions in our operations, which could have an adverse effect on our business.

In addition, we accept paymentsfor many of our sales through credit and debit card transactions, which are handled through a third-party payment processor. As a result,we are subject to a number of risks related to credit and debit card payments. As a result of these transactions, we pay interchange andother fees, which may increase over time and could require us to either increase the prices we charge for our DeltaWave device or experiencean increase in our costs and expenses. In addition, as part of the payment processing process, we transmit our customers’ creditand debit card information to our third-party payment processor. We may in the future become subject to lawsuits or other proceedingsfor purportedly fraudulent transactions arising out of the actual or alleged theft of our customers’ credit or debit card informationif the security of our third-party credit card payment processor is breached. We and our third-party credit card payment processor arealso subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, whichcould change or be reinterpreted to make it difficult or impossible for us to comply. If we or our third-party credit card payment processorfail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to acceptcredit and debit card payments from our customers, and there may be an adverse effect on our business.

We are subject to anti-bribery,anti-corruption, and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act, as well as export control laws, customslaws, sanctions laws and other laws governing our operations. If we fail to comply with these laws, we could be subject to civil or criminalpenalties, other remedial measures and legal expenses, which could adversely affect our business, results of operations and financialcondition.

As we grow our internationalpresence and global operations, we will have increasing obligations to comply with trade and economic sanctions and other restrictionsimposed by the United States, the European Union and other governments and organizations. The U.S. Departments of Justice, Commerce, Stateand Treasury and other federal agencies and authorities have a broad range of civil and criminal penalties they may seek to impose againstcorporations and individuals for violations of economic sanctions laws, export control laws, the U.S. Foreign Corrupt Practices Act, orthe FCPA, and other federal statutes and regulations, including those established by the Office of Foreign Assets Control, or OFAC. Inaddition, the U.K. Bribery Act of 2010, or the Bribery Act, prohibits both domestic and international bribery, as well as bribery acrossboth private and public sectors. An organization that “fails to prevent bribery” by anyone associated with the organizationcan be charged under the Bribery Act unless the organization can establish the defense of having implemented “adequate procedures”to prevent bribery. Under these laws and regulations, as well as other anti-corruption laws, anti-money laundering laws, export controllaws, customs laws, sanctions laws and other laws governing our operations, various government agencies may require export licenses, mayseek to impose modifications to business practices, including cessation of business activities in sanctioned countries or with sanctionedpersons or entities and modifications to compliance programs, which may increase compliance costs, and may subject us to fines, penaltiesand other sanctions. A violation of these laws or regulations would negatively affect our business, financial condition and results ofoperations.

We bear the risk ofwarranty claims on our DeltaWave device. We bear the risk of warranty claims on our DeltaWave device. We may not be successfulin claiming recovery under any warranty or indemnity provided to us by our suppliers or vendors in the event of a successful warrantyclaim against us by a customer or that any recovery from such vendor or supplier would be adequate. In addition, warranty claims broughtby our customers related to third-party components may arise after our ability to bring corresponding warranty claims against such suppliersexpires, which could result in costs to us.

We may need substantialadditional funding beyond our existing cash resources and the proceeds from this offering and may be unable to raise capital when needed,which could force us to delay or reduce our commercialization efforts or product development programs. We believe that the netproceeds from this offering will be sufficient to meet our capital requirements and fund our operations for at least 12 months. However,we have based these estimates on assumptions that may prove to be incorrect, and we could spend our available financial resources muchfaster than we currently expect. Any future funding requirements will depend on many factors, including:

Any additional equity or debtfinancing that we raise may contain terms that are not favorable to us or our stockholders. If we raise additional funds by selling additionalshares of our common stock or other securities convertible into or exercisable or exchangeable for shares of our common stock after thisoffering (including through the exercise by the underwriters of their option to purchase additional shares of our common stock), the issuanceof such securities will result in dilution to our stockholders. The price per share at which we sell additional shares of our common stock,or securities convertible into or exercisable or exchangeable for shares of our common stock, in future transactions may be higher orlower than the price per share paid by investors in this offering. Furthermore, investors purchasing any securities we may issue in thefuture may have rights superior to your rights as a holder of our common stock.

In addition, any future debtfinancing into which we enter may impose upon us covenants that restrict our operations, including limitations on our ability to incurliens or additional debt, pay dividends, repurchase our common stock, make certain investments and engage in certain merger, consolidationor asset sale transactions. If we raise additional funds through collaboration and licensing arrangements with third-parties, it may benecessary to relinquish some rights to our technologies or our products, or grant licenses on terms that are not favorable to us.

Furthermore, we cannot becertain that additional funding will be available on acceptable terms, if at all. If we do not have, or are not able to obtain, sufficientfunds, we may have to delay development or commercialization of our products or license to third-parties the rights to commercialize productsor technologies that we would otherwise seek to commercialize. We also may have to reduce marketing, customer support or other resourcesdevoted to our products or cease operations. Any of these factors could harm our business, financial condition and results of operations.

If we fail to successfullymanage our new product development or if we fail to anticipate the issues associated with such development or expansion, our businessmay suffer. We have one patent pending for DeltaWave. Our ability to anticipate and manage a variety of issues associated withany new product development or market expansion, such as:

Our business would sufferif we fail to successfully anticipate and manage these issues associated with product development publishing and you may lose all or partof your investment.

If we cannot attractcustomers, we will not generate revenues and our business will fail. As of the date of this Prospectus, we have not generatedany revenue. If our business fails, you will lose all or part of your investment.

We may encounter difficultiesmanaging our planned growth, which would adversely affect our business and could result in increasing costs as well as a decrease in ourstock price. We intend to establish a customer base and develop new products for them. To manage our anticipated growth, we mustcontinue to improve our operational and financial systems and expand, train, retain and manage our employee base to meet new opportunities.Because of the registration of our securities, we are subject to reporting and disclosure obligations, and we anticipate that we willhire additional finance and administrative personnel to address these obligations. In addition, the anticipated growth of our businesswill place a significant strain on our existing managerial and financial resources. If we cannot effectively manage our growth, our businessmay be harmed.

Because we do not havean audit committee, shareholders will have to rely on the directors, who are not independent, to perform these functions. We donot have an audit or compensation committee comprised of independent directors. These functions are performed by the board of directorsas a whole. The members of the Board of Directors are not independent directors. Thus, there is a potential conflict in that the boardmembers are also engaged in management and participate in decisions concerning management compensation and audit issues that may affectmanagement performance.

Failure to protect ourproprietary technology and intellectual property rights could substantially harm our business and results of operations. Our successdepends to a significant degree on our ability to protect our proprietary technology, methodologies, know-how and our brand. We will relyon a combination of contractual restrictions, and other intellectual property laws and confidentiality procedures to establish and protectour proprietary rights. However, the steps we will take to protect our intellectual property may be inadequate. We will not be able toprotect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property.If we fail to protect our intellectual property rights adequately, our competitors may gain access to our technology and our businessmay be harmed. In addition, defending our intellectual property rights might entail significant expense. We may be unable to prevent thirdparties from acquiring domain names or trademarks that are similar to, infringe upon, or diminish the value of our trademarks and otherproprietary rights.

As we grow our business, ourplan is to enter into confidentiality and invention assignment agreements with our employees and consultants and enter into confidentialityagreements with other parties. No assurance can be given that these agreements will be effective in controlling access to and distributionof our proprietary information. Further, these agreements may not prevent our competitors from independently developing technologies thatare substantially equivalent or superior to our products.

In order to protect our intellectualproperty rights, we may be required to spend significant resources to monitor and protect our intellectual property rights. Litigationmay be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Litigation brought to protectand enforce our intellectual property rights could be costly, time-consuming, and distracting to management, and could result in the impairmentor loss of portions of our intellectual property. Further, our efforts to enforce our intellectual property rights may be met with defenses,counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protectour proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’sattention and resources, could delay further sales or the implementation of our products, impair the functionality of our products, delayintroductions of new products, result in our substituting inferior or more costly technologies into our products, or injure our reputation.

We could incur substantialcosts as a result of any claim of infringement of another party’s intellectual property rights. We do not currently havea patent portfolio, which could prevent us from deterring patent infringement claims through our own patent portfolio, and our competitorsand others may now and in the future have significantly larger and more mature patent portfolios than we have. The risk of patent litigationhas been amplified by the increase in the number of a type of patent holder, which we refer to as a non-practicing entity, whose solebusiness is to assert such claims and against whom our own intellectual property portfolio may provide little deterrent value. We couldincur substantial costs in prosecuting or defending any intellectual property litigation. If we sue to enforce our rights or are suedby a third party that claims that our solution infringes its rights, the litigation could be expensive and could divert our managementresources. As of the date of this Prospectus, we have not received any written notice of an infringement claim, invitation to license,or other intellectual property infringement action.

Any intellectual propertylitigation to which we might become a party, or for which we are required to provide indemnification, may require us to do one or moreof the following:

If we are required to makesubstantial payments or undertake any of the other actions noted above as a result of any intellectual property infringement claims againstus or any obligation to indemnify our customers for such claims, such payments or actions could harm our business.

Our Articles of Incorporationand Bylaws and certain provisions of Nevada law make it more difficult for a third party to acquire us and make a takeover more difficultto complete, even if such a transaction were in the stockholders’ interest. Our Articles of Incorporation and Bylaws andcertain provisions of Nevada State law could have the effect of making it more difficult or more expensive for a third party to acquire,or from discouraging a third party from attempting to acquire, control of the Company, even when these attempts may be in the best interestsof our stockholders. In general, a public Nevada corporation from engaging in a “business combination” with an “interestedstockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder,unless the business combination is approved in a prescribed manner. A “business combination” includes mergers, asset salesor other transactions resulting in a financial benefit to the stockholder. An “interested stockholder” is a person who, togetherwith affiliates and associates, owns, or within three years, did own, fifteen percent (15%) or more of the corporation’s outstandingvoting stock. These provisions may have the effect of delaying, deferring or preventing a change in our control.

Limitations of directorliability and indemnification of directors, officers and employees. Our Articles of Incorporation limit the liability of directorsto the maximum extent permitted by Nevada law. Nevada law provides that directors of a corporation will not be personally liable for monetarydamages for breach of their fiduciary duties as directors, except for liability for any:

These limitations of liabilitydo not apply to liabilities arising under the federal or state securities laws and do not affect the availability of equitable remediessuch as injunctive relief or rescission. Our corporate bylaws provide that we will indemnify our directors, officers and employees tothe fullest extent permitted by law. Our bylaws also provide that we are obligated to advance expenses incurred by a director or officerin advance of the final disposition of any action or proceeding. We believe that these bylaw provisions are necessary to attract and retainqualified persons as directors and officers. The limitation of liability in our Articles of Incorporation and bylaws may discourage stockholdersfrom bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigationagainst directors and officers, even though an action, if successful, might provide a benefit to us and our stockholders. Our resultsof operations and financial condition may be harmed to the extent we pay the costs of settlement and damage awards against directors andofficers pursuant to these indemnification provisions.

Risks Related to Government Regulation

Our products are subjectto extensive government regulation and oversight both in the United States and abroad, and our failure to comply with applicable requirementscould harm our business. We and our products are subject to extensive regulation in the United States and elsewhere, includingby the FDA and its foreign counterparts. The FDA and foreign regulatory agencies regulate, among other things, with respect to medicaldevices: design, development and manufacturing; testing, labeling, content and language of instructions for use and storage; clinicaltrials; product safety; establishment registration and device listing; marketing, sales and distribution; pre-market clearance and approval;record keeping procedures; advertising and promotion; recalls and field safety corrective actions; post-market surveillance, includingreporting of deaths or serious injuries and malfunctions that, if they were to recur, could lead to death or serious injury; post-marketapproval studies; and product import and export.

The regulations to which weare subject are complex and have tended to become more stringent over time. Regulatory changes could result in restrictions on our abilityto carry on or expand our operations, higher than anticipated costs or lower than anticipated sales. The FDA enforces these regulatoryrequirements through periodic unannounced inspections. We do not know whether we will pass any future FDA inspections. Failure to complywith applicable regulations could jeopardize our ability to sell our products and result in enforcement actions such as: warning letters;fines; injunctions; civil penalties; termination of distribution; recalls or seizures of products; delays in the introduction of productsinto the market; total or partial suspension of production; refusal to grant future clearances or approvals; withdrawals or suspensionsof current approvals, resulting in prohibitions on sales of our products; and in the most serious cases, criminal penalties.

We may not receive thenecessary clearances or approvals for our future products or expanded indications, and failure to timely obtain necessary clearances orapprovals for our future products or expanded indications would adversely affect our ability to grow our business. An elementof our strategy is to continue to upgrade our products, add new features and expand the indications and uses for our current products.In the United States, before we can market a new medical device, or a new use of, new claim for or significant modification to an existingproduct, we must first receive either clearance under Section 510(k) of the Federal Food, Drug, and Cosmetic Act, or the FDCA, or approvalof a pre-market approval application, or PMA, from the FDA, unless an exemption applies. In the 510(k) clearance process, before a devicemay be marketed, the FDA must determine that a proposed device is “substantially equivalent” to a legally-marketed “predicate”device, which includes a device that has been previously cleared through the 510(k) process, a device that was legally marketed priorto May 28, 1976 (pre-amendments device), a device that was originally on the U.S. market pursuant to an approved PMA and later down-classified,or a 510(k)-exempt device. To be “substantially equivalent,” the proposed device must have the same intended use as the predicatedevice, and either have the same technological characteristics as the predicate device or have different technological characteristicsand not raise different questions of safety or effectiveness than the predicate device. Clinical data are sometimes required to supportsubstantial equivalence. In the process of obtaining PMA approval, which was required for our DeltaWave device, the FDA must determinethat a proposed device is safe and effective for its intended use based, in part, on extensive data, including, but not limited to, technical,pre-clinical, clinical trial, manufacturing and labeling data. The PMA process is typically required for devices that are deemed to posethe greatest risk, such as life-sustaining, life-supporting or implantable devices.

Modifications to productsthat are approved through a PMA application generally require FDA approval. Similarly, certain modifications made to products clearedthrough a 510(k) may require a new 510(k) clearance. Both the PMA approval and the 510(k) clearance process can be expensive, lengthyand uncertain. The FDA’s 510(k) clearance process usually takes from three to 12 months but can last longer. The process of obtaininga PMA is much more costly and uncertain than the 510(k) clearance process and generally takes from one to three years, or even longer,from the time the application is filed with the FDA. In addition, a PMA generally requires the performance of one or more clinical trials.Despite the time, effort and cost, a device may not be approved or cleared by the FDA. Any delay or failure to obtain necessary regulatoryapprovals could harm our business. Furthermore, even if we are granted regulatory clearances or approvals, they may include significantlimitations on the indicated uses for the device, which may limit the market for the device.

In the United States, we obtainedapproval of our DeltaWave device through the PMA pathway in June 2008. Any modification to the DeltaWave device that has not been previouslyapproved may require us to submit a new PMA or PMA supplement and obtain FDA approval prior to implementing the change. If the FDA requiresus to go through a lengthier, more rigorous examination for future products or modifications to existing products than we had expected,product introductions or modifications could be delayed or canceled, which could adversely affect our ability to grow our business.

The FDA can delay, limit ordeny clearance or approval of a device for many reasons, including:

In addition, the FDA may changeits clearance and approval policies, adopt additional regulations or revise existing regulations, or take other actions, which may preventor delay approval or clearance of our future products under development or impact our ability to modify our currently cleared productson a timely basis. Such policy or regulatory changes could impose additional requirements upon us that could delay our ability to obtainnew approvals, increase the costs of compliance or restrict our ability to maintain our current approval. For example, as part of theFood and Drug Administration Safety and Innovation Act, or FDASIA, enacted in 2012, Congress reauthorized the Medical Device User FeeAmendments with various FDA performance goal commitments and enacted several “Medical Device Regulatory Improvements” andmiscellaneous reforms, which are further intended to clarify and improve medical device regulation both pre- and post-clearance and approval.Some of these proposals and reforms could impose additional regulatory requirements upon us that could delay our ability to obtain newapprovals, increase the costs of compliance or restrict our ability to maintain our current approval.

In order to sell our productsin member countries of the EEA our products must comply with the essential requirements of the European Union Medical Devices Directive(Council Directive 93/42/EEC) and the Active Implantable Medical Devices Directive (Council Directive 90/385/EEC). Compliance with theserequirements is a prerequisite to be able to affix the Conformité Européene, or CE, mark to our products, without whichthey cannot be sold or marketed in the EEA. To demonstrate compliance with the essential requirements we must undergo a conformity assessmentprocedure, which varies according to the type of medical device and its classification. Except for low-risk medical devices (Class I non-sterile,non-measuring devices), where the manufacturer can issue an EC Declaration of Conformity based on a self-assessment of the conformityof its products with the essential requirements of the European Union Medical Devices Directive, a conformity assessment procedure requiresthe intervention of an organization accredited by a member state of the EEA to conduct conformity assessments, or a Notified Body. Dependingon the relevant conformity assessment procedure, the Notified Body would typically audit and examine the technical file and the qualitysystem for the manufacture, design and final inspection of our devices. The Notified Body issues a certificate of conformity followingsuccessful completion of a conformity assessment procedure conducted in relation to the medical device and its manufacturer and theirconformity with the essential requirements. This certificate entitles the manufacturer to affix the CE mark to its medical devices afterhaving prepared and signed a related EC Declaration of Conformity.

As a general rule, demonstrationof conformity of medical devices and their manufacturers with the essential requirements must be based, among other things, on the evaluationof clinical data supporting the safety and performance of the products during normal conditions of use. Specifically, a manufacturer mustdemonstrate that the device achieves its intended performance during normal conditions of use, that the known and foreseeable risks, andany adverse events, are minimized and acceptable when weighed against the benefits of its intended performance, and that any claims madeabout the performance and safety of the device are supported by suitable evidence. If we fail to remain in compliance with applicableEuropean laws and directives, we would be unable to continue to affix the CE mark to our products, which would prevent us from sellingthem within the EEA.

Modifications to ourproducts may require us to obtain new PMA approvals or approvals of a PMA supplement, and if we market modified products without obtainingnecessary approvals, we may be required to cease marketing or recall the modified products until required approvals are obtained.Certain modifications to a PMA-approved device may require approval of a new PMA or a PMA supplement, or alternatively a notificationor other submission to the FDA. The FDA may not agree with our decisions regarding whether a new PMA or PMA supplement is necessary. Wemay make modifications to our approved devices in the future that we believe do not require approval of a new PMA or PMA supplement. Ifthe FDA disagrees with our determination and requires us to submit a new PMA or PMA supplement for modifications to our previously approvedproducts, we may be required to cease marketing or to recall the modified product until we obtain approval, and we may be subject to significantregulatory fines or penalties. In addition, the FDA may not approve our products for the indications that are necessary or desirable forsuccessful commercialization or could require clinical trials to support any modifications. Any delay or failure in obtaining requiredapprovals would adversely affect our ability to introduce new or enhanced products in a timely manner, which in turn would harm our futuregrowth.

Failure to comply withpost-marketing regulatory requirements could subject us to enforcement actions, including substantial penalties, and might require usto recall or withdraw a product from the market. Even though we have obtained approval for the DeltaWave device, we are subjectto ongoing and pervasive regulatory requirements governing, among other things, the manufacture, marketing, advertising, medical devicereporting, sale, promotion, registration, and listing of devices. For example, we must submit periodic reports to the FDA as a conditionof PMA approval. These reports include safety and effectiveness information about the device after its approval. Failure to submit suchreports, or failure to submit the reports in a timely manner, could result in enforcement action by the FDA. Following its review of theperiodic reports, the FDA might ask for additional information or initiate further investigation.

In addition, the PMA approvalfor our DeltaWave device was subject to several conditions of approval, including a post-market long-term study and extended follow-upof the pre-market study cohort. Though we believe we have complied with these conditions to date, any failure to comply with the conditionsof approval could result in the withdrawal of PMA approval and the inability to continue to market the device. Failure to conduct therequired studies in accordance with institutional review board, or IRB, and informed consent requirements, or adverse findings in thesestudies, could also be grounds for withdrawal of approval of the PMA.

The regulations to which weare subject are complex and have become more stringent over time. Regulatory changes could result in restrictions on our ability to continueor expand our operations, higher than anticipated costs, or lower than anticipated sales. Even after we have obtained the proper regulatoryapproval to market a device, we have ongoing responsibilities under FDA regulations and applicable foreign laws and regulations. The FDA,state and foreign regulatory authorities have broad enforcement powers. Our failure to comply with applicable regulatory requirementscould result in enforcement action by the FDA, state or foreign regulatory authorities, which may include any of the following sanctions:

Any of these sanctions couldresult in higher than anticipated costs or lower than anticipated sales and have a material adverse effect on our reputation, business,financial condition and results of operations.

Our products must bemanufactured in accordance with federal and state regulations, and we or any of our suppliers or third-party manufacturers could be forcedto recall our installed systems or terminate production if we fail to comply with these regulations. The methods used in, andthe facilities used for, the manufacture of our products must comply with the FDA’s Quality System Regulation, or QSR, which isa complex regulatory scheme that covers the procedures and documentation of the design, testing, production, process controls, qualityassurance, labeling, packaging, handling, storage, distribution, installation, servicing and shipping of medical devices. Furthermore,we are required to verify that our suppliers maintain facilities, procedures and operations that comply with our quality standards andapplicable regulatory requirements. The FDA enforces the QSR through periodic announced or unannounced inspections of medical device manufacturingfacilities, which may include the facilities of subcontractors. Our products are also subject to similar state regulations and variouslaws and regulations of foreign countries governing manufacturing.

Our third-party manufacturersmay not take the necessary steps to comply with applicable regulations, which could cause delays in the delivery of our products. In addition,failure to comply with applicable FDA requirements or later discovery of previously unknown problems with our products or manufacturingprocesses could result in, among other things: warning letters or untitled letters; fines, injunctions or civil penalties; suspensionor withdrawal of approvals; seizures or recalls of our products; total or partial suspension of production or distribution; administrativeor judicially imposed sanctions; the FDA’s refusal to grant pending or future clearances or approvals for our products; clinicalholds; refusal to permit the import or export of our products; and criminal prosecution of us or our employees.

Any of these actions couldsignificantly and negatively affect supply of our products. If any of these events occurs, our reputation could be harmed, we could beexposed to product liability claims and we could lose customers and experience reduced sales and increased costs.

If treatment guidelinesfor sleep apnea change or the standard of care evolves, we may need to redesign and seek new marketing authorization from the FDA forone or more of our products. If treatment guidelines for sleep apnea changes or the standard of care for this condition evolves,we may need to redesign the applicable product and seek new approvals from the FDA. Our PMA approvals from the FDA will be based on thethen current treatment guidelines. If treatment guidelines change so that different treatments become desirable, the clinical utilityof one or more of products could be reduced or eliminated.

Our products may causeor contribute to adverse medical events or be subject to failures or malfunctions that we are required to report to the FDA, and if wefail to do so, we would be subject to sanctions that could harm our reputation, business, financial condition and results of operations.The discovery of serious safety issues with our products, or a recall of our products either voluntarily or at the direction of the FDAor another governmental authority, could have a negative impact on us. We are subject to the FDA’s medical device reportingregulations and similar foreign regulations, which require us to report to the FDA when we receive or become aware of information thatreasonably suggests that one or more of our products may have caused or contributed to a death or serious injury or malfunctioned in away that, if the malfunction were to recur, it could cause or contribute to a death or serious injury. The timing of our obligation toreport is triggered by the date we become aware of the adverse event as well as the nature of the event. We may fail to report adverseevents of which we become aware within the prescribed timeframe. We may also fail to recognize that we have become aware of a reportableadverse event, especially if it is not reported to us as an adverse event or if it is an adverse event that is unexpected or removed intime from the use of the product. If we fail to comply with our reporting obligations, the FDA could take action, including warning letters,untitled letters, administrative actions, criminal prosecution, imposition of civil monetary penalties, revocation of our device approval,seizure of our products or delay in clearance or approval of future products.

The FDA and foreign regulatorybodies have the authority to require the recall of commercialized products in the event of material deficiencies or defects in designor manufacture of a product or in the event that a product poses an unacceptable risk to health. The FDA’s authority to requirea recall must be based on a finding that there is reasonable probability that the device could cause serious injury or death. We may alsochoose to voluntarily recall a product if any material deficiency is found. A government-mandated or voluntary recall by us could occuras a result of an unacceptable risk to health, component failures, malfunctions, manufacturing defects, labeling or design deficiencies,packaging defects or other deficiencies or failures to comply with applicable regulations. Product defects or other errors may occur inthe future.

Depending on the correctiveaction we take to redress a product’s deficiencies or defects, the FDA may require, or we may decide, that we will need to obtainnew approvals for the device before we may market or distribute the corrected device. Seeking such approvals may delay our ability toreplace the recalled devices in a timely manner. Moreover, if we do not adequately address problems associated with our devices, we mayface additional regulatory enforcement action, including FDA warning letters, product seizure, injunctions, administrative penalties orcivil or criminal fines.

Companies are required tomaintain certain records of recalls and corrections, even if they are not reportable to the FDA. We may initiate voluntary withdrawalsor corrections for our products in the future that we determine do not require notification of the FDA. If the FDA disagrees with ourdeterminations, it could require us to report those actions as recalls and we may be subject to enforcement action. A future recall announcementcould harm our reputation with customers, potentially lead to product liability claims against us and negatively affect our sales. Anycorrective action, whether voluntary or involuntary, as well as defending ourselves in a lawsuit, will require the dedication of our timeand capital, distract management from operating our business and may harm our reputation and financial results.

If we do not obtainand maintain international regulatory registrations or approvals for our products, we will be unable to market and sell our products outsideof the United States. Sales of our products outside of the United States are subject to foreign regulatory requirements that varywidely from country to country. In addition, the FDA regulates exports of medical devices from the United States. While the regulationsof some countries may not impose barriers to marketing and selling our products or only require notification, others require that we obtainthe approval of a specified regulatory body. Complying with foreign regulatory requirements, including obtaining registrations or approvals,can be expensive and time-consuming, and we may not receive regulatory approvals in each country in which we plan to market our products,or we may be unable to do so on a timely basis. The time required to obtain registrations or approvals, if required by other countries,may be longer than that required for FDA approval, and requirements for such registrations, clearances or approvals may significantlydiffer from FDA requirements. If we modify our products, we may need to apply for additional regulatory approvals before we are permittedto sell the modified product. In addition, we may not continue to meet the quality and safety standards required to maintain the authorizationsthat we have received. If we are unable to maintain our authorizations in a particular country, we will no longer be able to sell theapplicable product in that country.

Regulatory approval by theFDA does not ensure registration, clearance or approval by regulatory authorities in other countries, and registration, clearance or approvalby one or more foreign regulatory authorities does not ensure registration, clearance or approval by regulatory authorities in other foreigncountries or by the FDA. However, a failure or delay in obtaining registration or regulatory clearance or approval in one country mayhave a negative effect on the regulatory process in others.

Legislative or regulatoryreforms in the United States or the European Union, or EU, may make it more difficult and costly for us to obtain regulatory clearancesor approvals for our products or to manufacture, market or distribute our products after clearance or approval is obtained. Fromtime to time, legislation is drafted and introduced in the United States Congress that could significantly change the statutory provisionsgoverning the regulation of medical devices. In addition, FDA regulations and guidance are often revised or reinterpreted by the FDA inways that may significantly affect our business and our products. Any new statutes, regulations or revisions or reinterpretations of existingregulations may impose additional costs or lengthen review times of any future products or make it more difficult to obtain approval for,manufacture, market or distribute our products. We cannot determine what effect changes in regulations, statutes, legal interpretationor policies, when and if promulgated, enacted or adopted may have on our business in the future. Such changes could, among other things,require additional testing prior to obtaining clearance or approval; changes to manufacturing methods; recall, replacement or discontinuanceof our products; or additional record keeping.

On April 5, 2017, the EuropeanParliament passed the Medical Devices Regulation (Regulation 2017/745), which repeals and replaces the EU Medical Devices Directive andthe Active Implantable Medical Devices Directive. Unlike directives, which must be implemented into the national laws of the EEA memberstates, the regulations would be directly applicable, i.e., without the need for adoption of EEA member state laws implementing them,in all EEA member states and are intended to eliminate current differences in the regulation of medical devices among EEA member States.The Medical Devices Regulation, among other things, is intended to establish a uniform, transparent, predictable and sustainable regulatoryframework across the EEA for medical devices and ensure a high level of safety and health while supporting innovation.

The Medical Devices Regulationwill become applicable three years after publication (in 2020). Once applicable, the new regulations will among other things:

These modifications may havean effect on the way we conduct our business in the EEA.

We are subject to certainfederal, state and foreign fraud and abuse laws, health information privacy and security laws and transparency laws, which, if violated,could subject us to substantial penalties. Additionally, any challenge to or investigation into our practices under these laws could causeadverse publicity and be costly to respond to, and thus could harm our business.

There are numerous U.S. federaland state, as well as foreign, laws pertaining to healthcare fraud and abuse, including anti-kickback, false claims and physician transparencylaws. Our business practices and relationships with providers are subject to scrutiny under these laws. We may also be subject to privacyand security regulation related to patient, customer, employee and other third-party information by both the federal government and thestates and foreign jurisdictions in which we conduct our business. The healthcare laws and regulations that may affect our ability tooperate include, but are not limited to:

These laws and regulations,among other things, constrain our business, marketing and other promotional activities by limiting the kinds of financial arrangements,including sales programs, we may have with hospitals, physicians or other potential purchasers of our products. Due to the breadth ofthese laws, the narrowness of statutory exceptions and regulatory safe harbors available, and the range of interpretations to which theyare subject, it is possible that some of our current or future practices might be challenged under one or more of these laws.

To enforce compliance withthe healthcare regulatory laws, certain enforcement bodies have recently increased their scrutiny of interactions between healthcare companiesand healthcare providers, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry.Responding to investigations can be time-and resource-consuming and can divert management’s attention from the business. Additionally,as a result of these investigations, healthcare providers and entities may have to agree to additional compliance and reporting requirementsas part of a consent decree or corporate integrity agreement. Any such investigation or settlement could increase our costs or otherwisehave an adverse effect on our business. Even an unsuccessful challenge or investigation into our practices could cause adverse publicityand be costly to respond to. If our operations are found to be in violation of any of the healthcare laws or regulations described aboveor any other healthcare regulations that apply to us, we may be subject to penalties, including administrative, civil and criminal penalties,damages, fines, exclusion from participation in government healthcare programs, such as Medicare and Medicaid, imprisonment, contractualdamages, reputational harm, disgorgement and the curtailment or restructuring of our operations.

We may be subject to,or may in the future become subject to, U.S. federal, state, and foreign laws and regulations imposing obligations on how we collect,store and process personal information. Our actual or perceived failure to comply with such obligations could harm our business. Ensuringcompliance with such laws could also impair our efforts to maintain and expand our customer base, and thereby decrease our revenue.In the conduct of our business, we may at times process personal data, including health-related personal data. The U.S. federal governmentand various states have adopted or proposed laws, regulations, guidelines and rules for the collection, distribution, use and storageof personal information of individuals. We may also be subject to U.S. federal rules, regulations and guidance concerning data securityfor medical devices, including guidance from the FDA. State privacy and security laws vary from state to state and, in some cases, canimpose more restrictive requirements than U.S. federal law. Where state laws are more protective, we must comply with the stricter provisions.In addition to fines and penalties that may be imposed for failure to comply with state law, some states also provide for private rightsof action to individuals for misuse of personal information.

The EU also has laws and regulationsdealing with the collection, use and processing of personal data obtained from individuals in the EU, which are often more restrictivethan those in the United States and which restrict transfers of personal data to the United States unless certain requirements are met.These obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict withother requirements or our practices. In addition, these rules are constantly under scrutiny. For example, following a decision of theCourt of Justice of the European Union in October 2015, transferring personal data to U.S. companies that had certified as members ofthe U.S. Safe Harbor Scheme was declared invalid. In July 2016 the European Commission adopted the U.S.-EU Privacy Shield Framework whichreplaces the Safe Harbor Scheme. However, this Framework is under review and there is currently litigation challenging other EU mechanismsfor adequate data transfers (i.e., the standard contractual clauses). It is uncertain whether the Privacy Shield Framework and/or thestandard contractual clauses will be similarly invalidated by the European courts. We rely on a mixture of mechanisms to transfer personaldata from our EU business to the United States and could be impacted by changes in law as a result of a future review of these transfermechanisms by European regulators under the GDPR, as well as current challenges to these mechanisms in the European courts.

Any actual or perceived failureby us or the third parties with whom we work to comply with privacy or security laws, policies, legal obligations or industry standards,or any security incident that results in the unauthorized release or transfer of personally identifiable information, may result in governmentalenforcement actions and investigations including by European Data Protection Authorities and U.S. federal and state regulatory authorities,fines and penalties, litigation and/or adverse publicity, including by consumer advocacy groups, and could cause our customers, theirpatients and other healthcare professionals to lose trust in us, which could harm our reputation and have a material adverse effect onour business, financial condition and results of operations.

Healthcare policy changes,including recently enacted legislation reforming the U.S. healthcare system, could harm our business, financial condition and resultsof operations. In the United States, there have been and continue to be a number of legislative initiatives to contain healthcarecosts. In March 2010, the Affordable Care Act was enacted in the United States, which made a number of substantial changes in the wayhealthcare is financed by both governmental and private insurers. Among other ways in which it may affect our business, the AffordableCare Act:

We do not yet know the fullimpact that the Affordable Care Act will have on our business. The taxes imposed by the Affordable Care Act and the expansion in the government’srole in the U.S. healthcare industry may result in decreased profits to us, lower reimbursement by payors for our DeltaWave device, and/orreduced medical procedure volumes, all of which may have a material adverse effect on our business, financial condition and results ofoperations. The Trump Administration and the U.S. Congress may take further action regarding the Affordable Care Act, including, but notlimited to, repeal or replacement. Most recently, the Tax Cuts and Jobs Act of 2017 was enacted, which, among other things, removes penaltiesfor not complying with the individual mandate to carry health insurance. Additionally, all or a portion of the Affordable Care Act andrelated subsequent legislation may be modified, repealed or otherwise invalidated through judicial challenge, which could result in lowernumbers of insured individuals, reduced coverage for insured individuals and adversely affect our business.

We expect additional stateand federal healthcare policies and reform measures to be adopted in the future, any of which could limit reimbursement for healthcareproducts and services or otherwise result in reduced demand for our DeltaWave device or additional pricing pressure and have a materialadverse effect on our industry generally and on our customers. Any changes of, or uncertainty with respect to, future coverage or reimbursementrates could affect demand for our DeltaWave device, which in turn could impact our ability to successfully commercialize our DeltaWavedevice and could have a material adverse effect on our business, financial condition and results of operations.

The clinical trial processrequired to obtain regulatory approvals is lengthy and expensive with uncertain outcomes. If clinical studies of our future products donot produce results necessary to support regulatory clearance or approval in the United States or, with respect to our current or futureproducts, elsewhere, we will be unable to expand the indications for or commercialize these products and may incur additional costs orexperience delays in completing, or ultimately be unable to complete, the commercialization of those products.

We will need to obtain PMAapproval for any future other products we develop. In order to obtain PMA approval for a device, the sponsor must conduct well-controlledclinical trials designed to assess the safety and efficacy of the product candidate. Conducting clinical trials is a complex and expensiveprocess, can take many years, and outcomes are inherently uncertain. We incur substantial expense for, and devote significant time to,clinical trials but cannot be certain that the trials will ever result in commercial revenue. We may experience significant setbacks inclinical trials, even after earlier clinical trials showed promising results, and failure can occur at any time during the clinical trialprocess. Any of our products may malfunction or may produce undesirable adverse effects that could cause us or regulatory authoritiesto interrupt, delay or halt clinical trials. We, the FDA, or another regulatory authority may suspend or terminate clinical trials atany time to avoid exposing trial participants to unacceptable health risks.

Risks Related to Our Organization and Structure

Our holding companystructure makes us dependent on our subsidiaries for our cash flow and could serve to subordinate the rights of our shareholders to therights of creditors of our subsidiaries, in the event of an insolvency or liquidation of any such subsidiary. Our company actsas a holding company and, accordingly, substantially all of our operations are conducted through our subsidiaries. Such subsidiaries willbe separate and distinct legal entities. As a result, substantially all of our cash flow will depend upon the earnings of our subsidiaries.In addition, we will depend on the distribution of earnings, loans or other payments by our subsidiaries. No subsidiary will have anyobligation to provide our company with funds for our payment obligations. If there is an insolvency, liquidation or other reorganizationof any of our subsidiaries, our shareholders will have no right to proceed against their assets. Creditors of those subsidiaries willbe entitled to payment in full from the sale or other disposal of the assets of those subsidiaries before our company, as a shareholder,would be entitled to receive any distribution from that sale or disposal.

Risks Related to a Purchase of Our Common Stock

We may seek capitalthat may result in shareholder dilution or that may have rights senior to those of our common stock. From time to time, we mayseek to obtain additional capital, either through equity, equity-linked or debt securities. The decision to obtain additional capitalwill depend on, among other factors, our business plans, operating performance and condition of the capital markets. If we raise additionalfunds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges seniorto the rights of our common stock, which could negatively affect the market price of our common stock or cause our shareholders to experiencedilution.

Future issuances ofdebt securities and equity securities could negatively affect the market price of shares of our common stock and, in the case of equitysecurities, may be dilutive to existing shareholders. In the future, we may issue debt or equity securities or incur other financialobligations, including stock dividends. Upon liquidation, it is possible that holders of our debt securities and other loans and preferredstock would receive a distribution of our available assets before common shareholders. We are not required to offer any such additionaldebt or equity securities to existing shareholders on a preemptive basis. Therefore, additional common stock issuances, directly or throughconvertible or exchangeable securities, warrants or options, would dilute the holdings of our existing common shareholders and such issuances,or the perception of such issuances, could reduce the market price of shares of our common stock.

We do not intend topay dividends on our common stock. We intend to retain earnings, if any, to provide funds for the implementation of our businessstrategy. We do not intend to declare or pay any dividends in the foreseeable future. Therefore, there can be no assurance that holdersof our common stock will receive cash, stock or other dividends on their shares of our common stock, until we have funds which our Boardof Directors determines can be allocated to dividends.

Because our common stockis considered a “penny stock,” any investment in our common stock is considered to be a high-risk investment and is subjectto restrictions on marketability. Our common stock is considered a “penny stock” because it is quoted on the OTC PINKand it trades for less than $5.00 per share. The OTC PINK is generally regarded as a less efficient trading market than the NASDAQ Capitalor Global Markets or the New York Stock Exchange. The SEC has rules that regulate broker-dealer practices in connection with transactionsin “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00 per share (other than securitiesregistered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume informationwith respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer,prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document preparedby the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. The broker-dealeralso must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer and any salespersonin the transaction, and monthly account statements indicating the market value of each penny stock held in the customer’s account.In addition, the penny stock rules require that, prior to effecting a transaction in a penny stock not otherwise exempt from those rules,the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receivethe purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the tradingactivity in the secondary market for our common stock. Since our common stock is subject to the regulations applicable to penny stocks,the market liquidity for our common stock could be adversely affected because the regulations on penny stocks could limit the abilityof broker-dealers to sell our common stock and thus your ability to sell our common stock in the secondary market in the future. We canprovide no assurance that our common stock will be quoted or listed on any trading platform of higher quality than the OTC PINK, includingthe OTCQB, NASDAQ or any exchange, even if eligible, in the future.

It is possible thatour common stock will continue to experience volatility in its trading volume and its market price. Our common stock is quotedin the over-the-counter market under the symbol “RMSL” on the OTC PINK marketplace. For over the past five years, our commonstock has experienced both volume and price volatility. The market for low-priced securities is generally less liquid and more volatilethan securities traded on national stock markets. Wide fluctuations in market prices are not uncommon.

The price of our common stockmay be subject to wide fluctuations in response to factors such as the following, some of which are beyond our control:

Our future results mayvary significantly which may adversely affect the price of our common stock. It is possible that our quarterly revenues and operatingresults may vary significantly in the future and that period-to-period comparisons of our revenues and operating results are not necessarilymeaningful indicators of the future. You should not rely on the results of one quarter as an indication of our future performance. Itis also possible that in some future quarters, our revenues and operating results will fall below our expectations or the expectationsof market analysts and investors. If we do not meet these expectations, the price of our common stock may decline significantly.

Our internal controlsmay be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. As defined in ExchangeAct Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executiveand principal financial officer and effected by the Board of Directors, management and other personnel, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles and includes those policies and procedures that:

Our internal controls maybe inadequate or ineffective, which could cause financial reporting to be unreliable and lead to misinformation being disseminated tothe public. Investors relying upon this misinformation may make an uninformed investment decision.

Failure to achieve and maintainan effective internal control environment could cause us to face regulatory action and also cause investors to lose confidence in ourreported financial information, either of which could have a material adverse effect on the Company’s business, financial condition,results of operations and future prospects.

However, our auditors willnot be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 untilwe are no longer an “emerging growth company” as defined in the JOBS Act if we take advantage of the exemptions availableto us through the JOBS Act.

The costs of being apublic company could result in us being unable to continue as a going concern. As a public company, we are required to complywith numerous financial reporting and legal requirements, including those pertaining to audits and internal control. The costs of maintainingpublic company reporting requirements could be significant and may preclude us from seeking financing or equity investment on terms acceptableto us and our shareholders. We estimate these costs to be approximately $75,000 per year and may be higher if our business volume or businessactivity increases significantly.

If our revenues are insufficientor non-existent and/or we cannot satisfy many of these costs through the issuance of equity or debt securities, we may be unable to satisfythese costs in the normal course of business. This would certainly result in our being unable to continue as a going concern.

Future sales of ourcommon stock, or the perception in the public markets that these sales may occur, could reduce the market price of our common stock.Our current shareholders, including our management, hold shares of our restricted common stock, but will be able to sell their sharesin the market. In general, our officers and directors and 10% shareholders, as affiliates, under Rule 144 may not sell more than one percentof the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction atthe market price. The availability for sale of substantial amounts of our common stock under Rule 144 or otherwise could reduce prevailingmarket prices for our common stock.

As of the date of this Prospectus,there is a total of 333,853,334 shares of our common stock reserved for issuance upon the exercise of outstanding warrants. All such sharesconstitute an overhang on the market for our common stock and, if and when issued, will be issued without transfer restrictions, pursuantto certain exemptions from registration, and could reduce prevailing market prices for our common stock. Also, in the future, we may alsoissue securities in connection with our obtaining needed capital or an acquisition transaction. The amount of shares of our common stockissued in connection with any such transaction could constitute a material portion of our then-outstanding shares of common stock.

The outstanding sharesof our Series A Preferred Stock and Series B Preferred Stock could have the effect of precluding current and future owners of our commonstock from influencing any corporate decision. Two of our officers, Thomas J. Wood and Russell F. Bird, own, collectively, 100%of the outstanding shares of our Series A Preferred Stock and Series B Preferred Stock. Each share of the Series A Preferred Stock hasthe vote equivalency of 25 shares of our common stock on all matters submitted to the holders of our common stock and votes together withthe holders of our common stock as a single class; each share of the Series B Preferred Stock has the vote equivalency of 100 shares ofour common stock on all matters submitted to the holders of our common stock and votes together with the holders of our common stock asa single class. Messrs. Wood and Bird could, therefore, be able effectively to control the management and affairs of our company, as wellas matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all orsubstantially all of our assets, and any other significant corporate transaction. This control of the outstanding Series A Preferred Stockand Series B Preferred Stock may also delay or prevent a future change of control of our company at a premium price, if Messrs. Wood andBird oppose it.

As an issuer of pennystock, the protection provided by the federal securities laws relating to forward-looking statements does not apply to us. Althoughfederal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federalsecurities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safeharbor protection, in the event of any legal action based upon a claim that the material provided by us contained a material misstatementof fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements notmisleading. Such an action could hurt our financial condition.

Risks Relating to This Offering

FINRA sales practicerequirements may limit a stockholder’s ability to buy and sell our common stock. The Financial Industry Regulatory Authority(“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonablegrounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to theirnon-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status,tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a highprobability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it moredifficult for broker-dealers to recommend that their customers buy our Common Stock, which may have the effect of reducing the level oftrading activity in our common stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducinga stockholder’s ability to resell shares of our common stock.

State securities lawsmay limit secondary trading, which may restrict the states in which you can sell the shares offered by this Prospectus. If youpurchase shares of our common stock sold in this Offering, you may not be able to resell the shares in any state unless and until theshares of our common stock are qualified for secondary trading under the applicable securities laws of such state or there is confirmationthat an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. There canbe no assurance that we will be successful in registering or qualifying our common stock for secondary trading, or identifying an availableexemption for secondary trading in our common stock in every state. If we fail to register or qualify, or to obtain or verify an exemptionfor the secondary trading of, our common stock in any particular state, our common stock could not be offered or sold to, or purchasedby, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock,the market for our common stock will be limited which could drive down the market price of our common stock and reduce the liquidity ofthe shares of our common stock and a stockholder’s ability to resell shares of our common stock at all or at current market prices,which could increase a stockholder’s risk of losing some or all of his, her or its investment.

USE OF PROCEEDS

This Prospectus relates toup to the 500,000,000 Shares that may be offered and sold from time to time by the Selling Stockholder. We will receive no proceeds fromthe sale of the Shares by the Selling Stockholder in this Offering. The proceeds from the sales will belong to the Selling Stockholder.However, we will receive proceeds from the sale of the Purchase Shares to the Selling Stockholder pursuant to the JanBella Agreement.

We intend to use such proceeds,if any, for marketing and advertising, lab studies/testing, research and development, regulatory compliance, inventory, professional fees,general corporate purposes and working capital requirements. There can be no assurance that we will sell any of the Purchase Shares.

We cannot provide any assurancethat we will be able to sell any of the Purchase Shares, such that the proceeds received would be a source of financing for us.

We intend to raise additionalcapital through equity and debt financing, as needed, though there cannot be any assurance that such funds will be available to us onacceptable terms, on an acceptable schedule, or at all.

DETERMINATION OF THE OFFERING PRICE

The Selling Stockholder willoffer the Shares at the prevailing market prices or privately negotiated prices. The offering price of the Shares does not necessarilybear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value.Our common stock may not trade at the market prices in excess of the offering prices for the Shares in any public market, will be determinedin the marketplace and may be influenced by many factors, including the depth and liquidity of the market for our common stock.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERMATTERS

Market Information

Our common stock is currentlyquoted on the OTC PINK tier of the OTC Markets under the symbol “RMSL.” Trading in OTC PINK stocks can be volatile, sporadicand risky, as thinly traded stocks tend to move more rapidly in price than more liquid securities. Such trading may also depress the marketprice of our common stock and make it difficult for our stockholders to resell their common stock.

The following table reflectsthe high and low closing price for our common stock for the periods indicated. The information was obtained from the OTC Markets Group,Inc. and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

On June 10, 2022, the closingprice of our Common Stock was $0.0187.

Shareholders of Record

As of June 10, 2022, we had1,461,616,601outstanding shares of common stock and there were approximately 4,162 record holders of our common stock. The number of recordholders does not include persons who hold our common stock in nominee or “street name” accounts through brokers.

Dividends

We have never declared orpaid a cash dividend. At this time, we do not anticipate paying dividends in the future. We are under no legal or contractual obligationto declare or to pay dividends, and the timing and amount of any future cash dividends and distributions is at the discretion of our Boardof Directors and will depend, among other things, on our future after-tax earnings, operations, capital requirements, borrowing capacity,financial condition and general business conditions. We plan to retain any earnings for use in the operation of our business and to fundfuture growth. You should not purchase our common stock on the expectation of future dividends.

SELLING STOCKHOLDER

On May 10, 2022, we enteredinto a Purchase Agreement (the JanBella Agreement) with JanBella Group, LLC (JanBella or the Selling Stockholder), pursuant to which,and upon the terms and subject to the conditions thereof, JanBella is committed to purchase, on an unconditional basis, up to 500,000,000shares of our common stock (the “Purchase Shares”) over the course of its term. The term of the JanBella Agreement will endon the earlier of (a) the date on which the Selling Stockholder has purchased all of the 500,000,000 Shares pursuant to the JanBella Agreement,(b) May 10, 2025, (c) written notice of termination by us, (d) the date the Registration Statement is no longer effective, or (e) thedate that, pursuant to or within the meaning of any Bankruptcy Law, we commence a voluntary case or any person commences a proceedingagainst us, a custodian is appointed for us or for all or substantially all of our property or we make a general assignment for the benefitof creditors.

From time to time over theterm of the JanBella Agreement, commencing on the date the Registration Statement registering the Shares becomes effective, we may, inour sole discretion, provide JanBella with a purchase notice (each a “Purchase Notice”) to purchase a specified number ofPurchase Shares (each a “Purchase Amount Requested”) subject to the limitations discussed below and contained in the JanBellaAgreement. Upon delivery of a Purchase Notice, we must deliver the Purchase Amount Requested as Deposit Withdrawal at Custodian (DWAC)shares to the Selling Stockholder within one trading day.

The actual amount of proceedswe receive pursuant to each Purchase Notice (each, the “Purchase Amount”) is determined by multiplying the Purchase AmountRequested by the applicable purchase price. The Purchase Price for each of the Put Shares equals 75% of the lowest traded price of ourcommon stock during the Valuation Period. The Valuation Period is the ten (10) consecutive business days immediately preceding, but notincluding, the date a Purchase Notice is delivered. Should we uplist our common stock on The Nasdaq Stock Market or an equivalent nationalexchange, the Purchase Price shall be set at 80% of the lowest traded price of the our common stock during the Valuation Period, subjectto a floor of $0.01, per share (subject to adjustments for stock splits, dividends, and similar occurrences), below which we shall notdeliver a Purchase Notice. JanBella will deliver the Purchase Amount to us on the Settlement Date. The Settlement Date is the date onwhich the Purchase Shares are confirmed as being received by JanBella’s broker, against the payment of the Purchase Price by JanBella,which date will be five (5) business days following the Valuation Period.

The Purchase Amount requestedpursuant to any Purchase Notice must have an aggregate value of at least $20,000 and cannot exceed the lesser of (1) $150,000 or (2) 100%of the average daily volume traded for our common stock during the relevant Valuation Period (subject to adjustments for stock splits,dividends, and similar occurrences).

In order to deliver a PurchaseNotice, certain conditions set forth in the JanBella Agreement must be met. In addition, we are prohibited from delivering a PurchaseNotice if the sale of Purchase Shares pursuant to such Purchase Notice would cause us to issue and sell to the Selling Stockholder, orthe Selling Stockholder to acquire or purchase, a number of shares of our common stock that would result in Selling Stockholder beneficiallyowning more than 4.99% of the issued and outstanding shares of our common stock.

By the terms of the JanBellaAgreement, we agreed to file a registration statement to register the resale of the Purchase Shares. We agreed to (A) file the RegistrationStatement, (B) use reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, asamended, as promptly as possible after the filing thereof, and (C) use our reasonable efforts to keep the Registration Statement continuouslyeffective under the Securities Act until all of the Shares have been sold thereunder or pursuant to Rule 144.

J.H. Darbie & Co., a FINRA-registeredbroker, acted as a finder in connection with the execution and delivery of the JanBella Agreement. We will pay J.H. Darbie & Co. afinder’s fee equal to 3% of the gross proceeds from sales of Purchase Shares under the JanBella Agreement.

The issuance and sale of theShares by us to JanBella under the JanBella Agreement was made without registration under the Securities Act of 1933, as amended (the“Act”), or the securities laws of the applicable state, in reliance on the exemptions provided by Section 4(a)(2) of the SecuritiesAct and Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state law, based on the offering ofsuch securities to one investor, the lack of any general solicitation or advertising in connection with such issuance, the representationsof JanBella to us that, among others, it was an accredited investor (as that term is defined in Rule 501(a) of Regulation D), and thatit was purchasing the shares for its own account and without a view to distribute them.

The Selling Stockholder maydispose of the Shares covered by this Prospectus from time to time at such prices as it may choose. The following table provides as ofthe date of this Prospectus, information regarding the beneficial ownership of our common stock held by the Selling Stockholder and thepercentage owned by the Selling Stockholder. Assuming all of the Shares are sold by the Selling Stockholder, the Selling Stockholder willnot own one percent or more or our common stock.

The Selling Stockholder has not had a materialrelationship with us or any of our affiliates, other than as a stockholder, at any time within the past three years.

PLAN OF DISTRIBUTION

The Selling Stockholder andany of its pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their Shares covered hereby on anytrading market, stock exchange or other trading facility on which our common stock is traded or in private transactions. These sales maybe at fixed or negotiated prices. The Selling Stockholder may use any one or more of the following methods when selling securities:

The Selling Stockholder mayalso sell securities under Rule 144 under the Securities Act, if available, rather than under this Prospectus.

Broker-dealers engaged bythe Selling Stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discountsfrom the Selling Stockholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts tobe negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customarybrokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliancewith FINRA IM-2440.

In connection with the saleof the Shares covered hereby, the Selling Stockholder may enter into hedging transactions with broker-dealers or other financial institutions,which may, in turn, engage in short sales of our common stock in the course of hedging the positions they assume. The Selling Stockholdermay also sell our common stock short and deliver the Shares to close out its short positions, or loan or pledge the securities to broker-dealersthat, in turn, may sell these Shares. The Selling Stockholder may also enter into option or other transactions with broker-dealers orother financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financialinstitution of the Shares offered by this Prospectus, which Shares such broker-dealer or other financial institution may resell pursuantto this Prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholder andany broker-dealers or agents that are involved in selling the Shares may be deemed to be “underwriters” within the meaningof the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and anyprofit on the resale of the Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.We are requesting that the Selling Stockholder inform us that it does not have any written or oral agreement or understanding, directlyor indirectly, with any person to distribute the Shares. We will pay certain fees and expenses incurred by us incident to the registrationof the Shares.

Because the Selling Stockholdermay be deemed to be an “underwriter” within the meaning of the Securities Act, it will be subject to the prospectus deliveryrequirements of the Securities Act, including Rule 172 thereunder. In addition, any of the Shares covered by this Prospectus which qualifyfor sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this Prospectus. We are requestingthat the Selling Stockholder confirm that there is no underwriter or coordinating broker acting in connection with the proposed sale ofthe resale Shares by the Selling Stockholder.

We intend to keep this Prospectuseffective until the earlier of (a) the date on which the Shares may be resold by the Selling Stockholder without registration and withoutregard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with thecurrent public information requirement under Rule 144 under the Securities Act or any other rule of similar effect or (b) all of the Shareshave been sold pursuant to this Prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale Shareswill be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, incertain states, the resale Shares covered hereby may not be sold unless they have been registered or qualified for sale in the applicablestate or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules andregulations under the Exchange Act, any person engaged in the distribution of the resale Shares may not simultaneously engage in marketmaking activities with respect to our common stock for the applicable restricted period, as defined in Regulation M, prior to the commencementof the distribution. In addition, the Selling Stockholder will be subject to applicable provisions of the Exchange Act and the rules andregulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Shares by the Selling Stockholderor any other person. We will make copies of this Prospectus available to the Selling Stockholder and are informing the Selling Stockholderof the need to deliver a copy of this Prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule172 under the Securities Act).

LEGAL PROCEEDINGS

General

Except as discussed, below,there are no pending legal proceedings to which our company is a party or in which any director, officer or affiliate of our company,any owner of record or beneficially of more than 5% of any class of voting securities of our company, or shareholder is a party adverseto us or has a material interest adverse to us.

On October 24, 2017, the Companywas notified that a petition had been filed in the Iowa District Court for Polk County by Mr. John M. Wesson for failure to repay a loan.Mr. Wesson had loaned the Company $30,000 and $20,000 on October 24, 2012 and June 12, 2013, respectively. The loans were to accrue interestat 5%. While the Company was under previous management, the loans were removed from the books in first quarter of 2015. On April 26, 2018,the Company agreed to repay the loan in full including accrued interest and $5,000 for legal fees. The $50,000 plus $7,341 was bookedto retained earnings in 2016 as a correction of an error. As of March 31, 2022, there is $45,000 and $22,140 of principal and interestdue on this loan, respectively.

BUSINESS

Background

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

Our principal executive officesare located at 14175 Icot Boulevard, Suite 300, Clearwater, Florida 33760; our telephone number is (813) 367-3855; our corporate websiteis located at www.remsleep.com. No information found on, or connected to, our company’s website is incorporated by reference into,any you must not consider the information to a part of, this Prospectus.

Overview

In May 2017, we applied fora patent with the US Patent and Trademark Office for our proprietary DeltaWave CPAP interface (“DeltaWave”), a new, innovativesleep apnea product to act as an interface for the delivery of CPAP therapy and other respiratory needs. DeltaWave is a nasal-pillow typeinterface designed to offer better comfort and, therefore, better compliance since it was specifically designed with unique airflow characteristicsto enable patients with sleep apnea to breathe normally.

Our officers have 35 yearsof sleep-industry experience, including having been employed at sleep industry companies. Our officers invented the DeltaWave as an innovativenew device to treat patients with sleep apnea. The patent-pending DeltaWave device is a nasal-pillows type interface that will resultin better comfort and, therefore, better compliance since it was specifically designed with unique airflow characteristics to enable patientswith sleep apnea to breathe normally.

A survey that appeared inDME Business found that 89% of patients stated that mask-interface comfort was their primary concern. The primary issue that we have addressedwith the DeltaWave is the “work of breathing” component. We believe that our DeltaWave is designed to effectively addressthe stubborn issues that continue to affect a patient’s ability to comply with treatment, as follows:

Clinical Trials

We have, on an informal basis,done extensive testing of our DeltaWave CPAP device. However, to date, we have not conducted any formal clinical trials. We intend toapply a portion of the proceeds from the sale of the Purchase Shares to the Selling Stockholder, if any, to establishing and conductingclinical trials of our DeltaWave CPAP device.

Market Opportunity

Sleep apnea is a serious andchronic disease that negatively impacts a patient’s sleep, health and quality of life. According to the World Health Organization,sleep apnea affects more than 100 million people worldwide. Left untreated, sleep apnea increases the risk of high blood pressure, hypertension,heart failure, stroke, coronary artery disease and other life-threatening diseases.

Ventilation is commonly usedin the treatment of respiratory conditions such as sleep apnea. On such form of ventilation is a continuous positive air pressure systemoften referred to as a CPAP system which typically includes a mask that interfaces with a user’s mouth or nasal passages, supplyingair pressure from an air flow generator that is typically located in the proximity of the user. The mask directs the flow of air intothe breathing passage of the user while allowing the user to exhale.

If a user suffers from claustrophobia,a mask that fits over the mouth might be upsetting. Also, men with facial hair may have trouble getting a seal with a standard CPAP maskthat fits over the nose or around the mouth. Nasal pillows eliminate these concerns by applying CPAP pressure directly into the user’snostrils. Nasal pillows are a type of CPAP mask consisting of plastic inserts that look like headphone earbuds that slip directly intothe nostrils. The prescribed pressure used to keep the airway open is delivered through this mask. Furthermore, some people prefer nasalpillows because they do not leave marks on the face from either a mask interface or the straps needed to keep the mask in place.

Many people find nasal pillowsto be a favorable option for the administration of CPAP to treat their sleep apnea. However, it is important that nasal pillows are properlysized. If they are too small, air may leak out around them and reduce the effectiveness of treatment. Conversely, if the nasal pillowsare too large, they may uncomfortably stretch the nostrils. Proper fitting will address most of the issues.

For the treatment of sleepapnea, the CPAP system is worn while the user sleeps. In CPAP systems where the mask interfaces with the user’s nostrils, the nostrilinterface need be held in place and maintain a seal so that, as the user moves during sleep, the mask/nostril interface remains intactand sealed to provide positive airway pressure. The mask/nostril interface is often referred to as pillow interfaces that are insertedpartially into each nostril, maintaining an air-tight seal. As the pillow interfaces are worn while the user sleeps, it is important thatthe pillow interfaces be as comfortable as possible. If the seal is not air-tight, less positive airway pressure is delivered and, thebreak in the seal will often create noise that may impact the user’s sleep.

Another issue with continuouspositive air pressure system is the flow velocity of the positive airway pressure. In providing an adequate volume of air for each breaththe patient takes (inhalation), the CPAP system must provide a minimum volume per time period. Tradeoffs are made between providing greatervolumes by using larger orifices or by using smaller orifices and increasing the velocity of the provided air. Unfortunately, when thevelocity of the provided air is increased, several user issues occur including burning sensations in the user’s sinuses, dryingof the user’s sinuses, a compromised therapeutic index, and increased noise that is undesirable when the user is trying to sleep.

Existing CPAP systems usenasal pillow interfaces that are round. These pillow interfaces cause discomfort when worn as the nasal septum is typically more sensitiveto pressure and is typically relatively flat in areas of the nasal openings. Round cross-sectional shapes do not interface well with flatwalls and, as an accommodation, prior pillow interfaces are typically made of a soft material that flattens when inserted. This flatteningreduces the cross-sectional area of these prior nasal pillows, resulting in an acceleration of the air velocity and noise. The increasein air flow velocity leads to dryness, a sudden burning sensation in the nostrils, and stuffiness in the sinuses. Higher air flow velocityand lower volume of incoming air is less efficient at correcting apnea and often interrupts normal breathing patterns. DeltaWave is designedto deliver more air volume with less driving pressure. Therefore, the patient gets more air coming into the upper airways at a slowerair velocity. Also, the pillows that fit into the nostrils are designed to better fit the shape of the nostrils for better comfort andbetter airtight seal.

Further, most prior interfacepillow designs included turning points for the incoming air, some as much as 90 degrees, resulting in turbulence, pressure drop, and adecrease in the therapeutic index of the treatment. As a result of this, more pressure is typically required to deliver the required increasedflow rate which partially compensates for inadequate air volume needed for treatment. This increase in air velocity increases unwantedside effects. An increase in air flow velocity is not preferred over supplying adequate air volume. Another issue with existing CPAP systemsis disposal of extra pressure, either from the air flow generator or from the user’s exhalation. Many existing CPAP systems haveinadequate exit venting or exit venting that is directed toward the user’s body, creating discomfort as the user exhales. DeltaWaveis designed to deliver air flow to the nostrils without using any sharp turning points for the incoming air. DeltaWave is also designedto avoid any choke points or areas where the air flow would be restricted, which would cause pressure drop in the system. Avoiding airflow turning points and avoiding restriction (choke) points create and assure laminar flow.

Our DeltaWave CPAP systemis designed to provide interface pillows that seal within nostrils while retaining comfort and proper air flow.

Industry Background

The market for sleep treatmentand equipment was $7.96 billion in 2011 and will reach a projected $19.72 billion by 2017, with North America accounting for a majorityof the market. More than 8 million CPAP interfaces are sold annually in the U.S., with another 2.5 million globally. There are also anestimated 80 million people with undiagnosed sleep apnea. Sleep apnea is a condition that affects millions of people in the United Statesalone. An increasingly sedentary lifestyle and bad working habits has led to obesity and otherwise poor cardiac and aerobic health. Thishas led to a fast-growing epidemic of obstructive sleep apnea (sleep apnea), which greatly reduces the quality of sleep one gets and canultimately result in hypertension, heart failure, stroke, and at the least, reduced performance in everyday life. Sleep apnea resultsin numerous afflictions that affect people’s day-to-day lives and can eventually contribute to serious health conditions. Whilepeople’s knowledge of this affliction has grown strongly in recent years, and the market is expanding fast nationwide, up to 80%of people with sleep apnea may be undiagnosed (Note 1) – a market of millions of new potential users. Even those who aretested and prescribed a sleep apnea machine often give up after a short time due to discomfort or what is called the “work of breathing”with traditional machines. In fact, over 50% of patients give up on using CPAP therapy after 6 months. This is a major waste of resourcesand a very telling statistic.

A major challenge in the currentmarket is not only to get more patients diagnosed but to also increase CPAP compliance. According to market analyst Frost & Sullivan,“The development of finer and ergonomic CPAP devices will help increase patient ability to adhere to sleep therapy. The market isalso seeing a rise in newer technologies that replace elaborate practices, target patient comfort to improve compliance, and help driveacceptance of sleep monitoring devices.”

A growing knowledge of sleepapnea and its treatment has helped to increase awareness with the public. In addition to making the use of a CPAP or related device lessintimidating, a move toward affordable and prescription-based technology can greatly expand the market “Evolving technologies willalso influence patient preferences for products, treatment modalities, and diagnostic locations,” states Frost & Sullivan (Note2). “As such, the global sleep apnea treatment market is expected to shift to home-based diagnostics for early identificationand treatment of patients as well as portable devices that can reduce sleep apnea with minimal inconvenience.”

Sleep apnea causes breathinginterruptions of between 10 to 20 seconds that can occur hundreds of times during a night, disrupting the natural sleep rhythm and deprivingpeople of the restorative sleep they need to be energetic, mentally sharp, and productive the next day. CPAP can be a very effective methodused to treat sleep apnea, but as noted, noncompliance remains a stubborn issue for both physicians and patients. CPAP technology thereforeis constantly being updated and improved, and the new CPAP devices are lighter, quieter, and more comfortable.

Health care spending continuesto grow rapidly on an annual basis in the United States. Spending was $2.7 trillion in 2011 and, in 2013, it reached over $3.6 trillion.By 2022, spending is projected to reach $5 trillion, or around 20% of GDP, according to the Centers for Medicare and Medicaid Services(Note 3). Growing alongside this market is the U.S. life science industry, which will grow an estimated 2.2% in 2014 to $93 billion.This includes R&D spending, with growth primarily from smaller biopharmaceutical innovators and medical device manufacturers.

Within this market, sleepapnea products have experienced rapid growth. In the past couple of decades there has been a rapid increase in the technological developmentsin the field of sleep apnea diagnosis and treatment. The result has been strong growth for sleep apnea devices globally. Demand for newand innovative treatment methodologies is driving growth, helping to provide patients with a healthy lifestyle. “Obstructive sleepapnea is destroying the health of millions of Americans, and the problem has only gotten worse over the last two decades,” accordingto American Academy of Sleep Medicine President Dr. Timothy Morgenthaler (Note 4). “The effective treatment of sleep apneais one of the keys to success as our nation attempts to reduce health care spending and improve chronic disease management.”

Sleep problems are considereda “global epidemic,” with sleep apnea as a major contributor to the disorder. An estimated 100 million people worldwide havesleep apnea, though more than 80% of these people are undiagnosed. The market for sleep apnea diagnostic and therapeutic devices on aglobal level was $7.96 billion in 2011 and will reach a projected $19.72 billion by 2017, according to a study from Markets & Markets(Note 5). Nationwide in the U.S., there are more than 1,600 businesses in the Sleep Disorder Clinics market, according to researchfirm IBISWorld. These businesses have combined annual revenue of $7 billion and have maintained a combined annual growth rate (CAGR) of9.8% from 2008 to 2013. “Sleep clinics have gained exposure during the period due to the rising number of sleep disorders,”states IBISWorld. “Moreover, health insurance policies are increasingly covering all or at least part of the costs of tests and,as more patients have been able to gain greater access to specialized sleep clinics, industry revenue grows.”

There are also more than 972,000physicians and 365,000 doctors’ offices, as well as nearly 5,800 hospitals. In addition, the market for U.S. home healthcare isserved by about 30,000 businesses with combined annual revenue of $59 billion. The market includes medical and skilled nursing services;medical equipment, supplies, and medication services; personal care; and therapeutic services (like physical and respiratory therapy).

Marketing

We plan to market the DeltaWavedevice in the U.S., as follows:

Our ability to engage in theforegoing activities is contingent upon adequate financing, of which there is no assurance.

Target Market

Our target market includes:

We expect that most of ourrevenues will be in the home care dealers and hospital target market.

Manufacturing

Our product will be manufacturedby mold makers. We presently have molds for prototypes made in China; however, we are considering relocating the manufacturing of ourmolds to the United States.

Operations Contingent Upon Adequate Financing

Our entire business plan,including our ability to conduct manufacturing, marketing, generate sales and further develop products, are entirely dependent upon adequatefinancing. Should we fail to obtain adequate financing: (a) our financial condition will be negatively affected; (b) we will be unableto conduct the essential aspects of our business plan, including marketing as reflected above; (c) investments in our common stock willbe negatively impacted; (d) we will be forced to liquidate our business and file for bankruptcy protection.

Competition

The sleep apnea devices marketis highly consolidated, with primary competitors being ResMed, Philips Respironics, Naus Medical, Fisher & Paykel Healthcare, DeVilbissHealthcare, CareFusion, InnoMed, DeVilbiss and TAP. ResMed is the market leader (45% of market share), followed by Philips (30%), andFisher/Paykel (12%). Our competitors offer a full range of sleep products.

Our competitors have greaterfinancial, operational and personnel resources than we do. We will attempt to overcome our competitors’ competitive advantages byemphasizing the advantages of our Delta Wave product.

Government Regulations

FDA. Our productsare subject to extensive regulation particularly as to safety, efficacy and adherence to FDA Quality System Regulation, and related manufacturingstandards. Medical device products are subject to rigorous FDA and other governmental agency regulations in the United States and similarregulations of foreign agencies abroad. The FDA regulates the design, development, research, preclinical and clinical testing, introduction,manufacture, advertising, labeling, packaging, marketing, distribution, import and export, and record keeping for such products, to ensurethat medical products distributed in the United States are safe and effective for their intended use. In addition, the FDA is authorizedto establish special controls to provide reasonable assurance of the safety and effectiveness of most devices. Non-compliance with applicablerequirements can result in import detentions, fines, civil and administrative penalties, injunctions, suspensions or losses of regulatoryapprovals, recall or seizure of products, operating restrictions, refusal of the government to approve product export applications orallow us to enter supply contracts, and criminal prosecution.

Unless an exemption applies,the FDA requires that a manufacturer introducing a new medical device or a new indication for use of an existing medical device obtaineither a Section 510(k) premarket notification clearance or a premarket approval, or PMA, before introducing it into the U.S. market.The type of marketing authorization is generally linked to the classification of the device. The FDA classifies medical devices into oneof three classes (Class I, II or III) based on the degree of risk the FDA determines to be associated with a device and the level of regulatorycontrol deemed necessary to ensure the device’s safety and effectiveness.

Our products currently marketedin the United States are marketed in reliance on 510(k) pre-marketing clearances as either Class I or Class II devices. The process ofobtaining a Section 510(k) clearance generally requires the submission of performance data and often clinical data, which in some casescan be extensive, to demonstrate that the device is “substantially equivalent” to a device that was on the market before 1976or to a device that has been found by the FDA to be “substantially equivalent” to such a pre-1976 device, a predecessor deviceis referred to as “predicate device.” As a result, FDA clearance requirements may extend the development process for a considerablelength of time. In addition, in some cases, the FDA may require additional review by an advisory panel, which can further lengthen theprocess. The PMA process, which is reserved for new devices that are not substantially equivalent to any predicate device and for high-riskdevices or those that are used to support or sustain human life, may take several years and requires the submission of extensive performanceand clinical information.

Medical devices can be marketedonly for the indications for which they are cleared or approved. After a device has received 510(k) clearance for a specific intendeduse, any change or modification that significantly affects its safety or effectiveness, such as a significant change in the design, materials,method of manufacture or intended use, may require a new 510(k) clearance or PMA approval and payment of an FDA user fee. The determinationas to whether a modification could significantly affect the device’s safety or effectiveness is initially left to the manufacturerusing available FDA guidance; however, the FDA may review this determination to evaluate the regulatory status of the modified productat any time and may require the manufacturer to cease marketing and recall the modified device until 510(k) clearance or PMA approvalis obtained. The manufacturer may also be subject to significant regulatory fines or penalties. The FDA is currently reviewing its guidancedescribing when it believes a manufacturer is obligated to submit a new 510(k) for modifications or changes to a previously cleared device.The FDA is expected to issue revised guidance to assist device manufacturers in making this determination. It is unclear whether the FDA’sapproach in this new guidance will result in substantive changes to existing policy and practice regarding the assessment of whether anew 510(k) is required for changes or modifications to existing devices.

Any devices we manufactureand distribute pursuant to clearance or approval by the FDA are subject to pervasive and continuing regulation by the FDA and certainstate agencies. These include product listing and establishment registration requirements, which help facilitate FDA inspections and otherregulatory actions. As a medical device manufacturer, our manufacturing facilities are subject to inspection on a routine basis by theFDA. We are required to adhere to applicable regulations setting forth detailed cGMP requirements, as set forth in the QSR, which require,manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation and other quality assuranceprocedures during all phases of the design and manufacturing process. Noncompliance with these standards can result in, among other things,fines, injunctions, civil penalties, recalls or seizures of products, total or partial suspension of production, refusal of the governmentto grant 510(k) clearance or PMA approval of devices, withdrawal of marketing approvals and criminal prosecutions. We believe that ourdesign, manufacturing and quality control procedures are in compliance with the FDA’s regulatory requirements.

We must also comply with post-marketsurveillance regulations, including medical device reporting, or MDR, requirements which require that we review and report to the FDAany incident in which our products may have caused or contributed to a death or serious injury. We must also report any incident in whichour product has malfunctioned if that malfunction would likely cause or contribute to a death or serious injury if it were to recur.

Labeling and promotional activitiesare subject to scrutiny by the FDA and, in certain circumstances, by the Federal Trade Commission. Medical devices approved or clearedby the FDA may not be promoted for unapproved or un-cleared uses, otherwise known as “off-label” promotion. The FDA and otheragencies actively enforce the laws and regulations prohibiting the promotion of off-label uses, and a company that is found to have improperlypromoted off-label uses may be subject to significant liability, including substantial monetary penalties and criminal prosecution.

Other Healthcare Laws.Even though we do not submit claims or bill governmental programs and other third-party payers directly for reimbursement for our productssold in the United States, we are still subject to laws and regulations that may restrict our business practices, including, without limitation,anti-kickback, false claims, physician payment transparency and data privacy and security laws. The government has interpreted these lawsbroadly to apply to the marketing and sales activities of manufacturers and distributors like us.

The federal Anti-KickbackStatute prohibits, among other things, persons or entities from knowingly and willfully soliciting, receiving, offering or providing remuneration,directly or indirectly, in cash or in kind, in exchange for or to induce either the referral of an individual for, or the purchase, lease,order or recommendation of, any good, facility, item or service for which payment may be made, in whole or in part, under federal healthcareprograms such as Medicare and Medicaid. In addition, a claim including items or services resulting from a violation of the federal Anti-KickbackStatute constitutes a false or fraudulent claim for purposes of the federal civil False Claims Act.

The federal civil False ClaimsAct prohibits, among other things, any person or entity from knowingly presenting, or causing to be presented, a false or fraudulent claimfor payment or approval to the federal government or knowingly making, using or causing to be made or used a false record or statementmaterial to a false or fraudulent claim to the federal government. A claim includes “any request or demand” for money or propertypresented to the U.S. government. The civil False Claims Act also applies to false submissions that cause the government to be paid lessthan the amount to which it is entitled, such as a rebate. Intent to deceive is not required to establish liability under the civil FalseClaims Act.

The Federal Health InsurancePortability and Accountability Act of 1996, or HIPAA, created federal criminal statutes that prohibit among other actions, knowingly andwillfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party payors,knowingly and willfully embezzling or stealing from a healthcare benefit program, willfully obstructing a criminal investigation of ahealthcare offense, and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false,fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Like theAnti-Kickback Statute, a person or entity does not need to have actual knowledge of these statutes or specific intent to violate themto have committed a violation.

Also, many states and countriesoutside the U.S. have similar fraud and abuse statutes or regulations that may be broader in scope and may apply regardless of payor,in addition to items and services reimbursed under Medicaid and other state programs.

Under HIPAA, the Departmentof Health and Human Services, or HHS, has issued regulations to protect the privacy and security of protected health information usedor disclosed by covered entities including health care providers, such as us. HIPAA also regulates standardization of data content, codesand formats used in health care transactions and standardization of identifiers for health plans and providers. Penalties for violationsof HIPAA regulations include civil and criminal penalties. In addition to federal privacy and security regulations, there are state lawsgoverning confidentiality and security of health information that are applicable to our business. New laws governing privacy may be adoptedin the future as well. Failure to comply with privacy requirements could result in civil or criminal penalties, which could have a materiallyadverse effect on our business.

Additionally, there has beena recent trend of increased federal and state regulation of payments and transfers of value provided to healthcare professionals or entities.The Physician Payment Sunshine Act was enacted in law as part of PPACA, which imposed new annual reporting requirements on device manufacturersfor payments and other transfers of value provided by them, directly or indirectly, to physicians and teaching hospitals, as well as ownershipand investment interests held by physicians and their family members. A manufacturer’s failure to submit timely, accurately andcompletely the required information for all payments, transfers of value or ownership or investment interests may result in civil monetarypenalties. Certain states also mandate implementation of commercial compliance programs, impose restrictions on device manufacturer marketingpractices and/or require the tracking and reporting of gifts, compensation and other remuneration to healthcare professionals and entities.

The shifting commercial complianceenvironment and the need to build and maintain robust systems to comply with different compliance or reporting requirements in multiplejurisdictions increase the possibility that a healthcare company may fail to comply fully with one or more of these requirements. If ouroperations are found to be in violation of any of the health regulatory laws described above or any other laws that apply to us, we maybe subject to penalties, including potentially significant criminal and civil and administrative penalties, damages, fines, disgorgement,imprisonment, exclusion from participation in government healthcare programs, contractual damages, reputational harm, administrative burdens,diminished profits and future earnings, and the curtailment or restructuring of our operations, any of which could adversely affect ourability to operate our business and our results of operations.

Environmental Regulation

Our operations are not subjectto environmental regulation.

Properties

We own no real property. Welease a small office that is adequate for our current level of operations.

Employees

We have the following employeesThomas J. Wood, Chief Executive Officer, and John Lane, Chief Technology Officer. All other services are provided by independent contractorswho are primarily paid with stock-based compensation. Personnel will be added on an as-needed basis and based on available funds.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the followingdiscussion and analysis of our financial condition and results of our operations together with our consolidated financial statements andthe notes thereto appearing elsewhere in this Prospectus. This discussion contains forward-looking statements reflecting our current expectations,whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may differ materially from those statedin or implied by these forward-looking statements due to a number of factors, including those discussed in the sections entitled “RiskFactors,” “Cautionary Statement Regarding Forward-Looking Statements” and elsewhere in this Prospectus. Please see thenotes to our Financial Statements for information about our Critical Accounting Policies and Recently Issued Accounting Pronouncements.

Forward-looking Statements

There are “forward-lookingstatements” contained herein. All statements that express expectations, estimates, forecasts or projections are forward-lookingstatements. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf.Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,”“estimate,” “project,” “forecast,” “may,” “should,” and variations of suchwords and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of futureperformance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results maydiffer materially from what is expressed or forecasted in or suggested by such forward-looking statements. We undertake no obligationto update or revise any of the forward-looking statements after the date of this quarterly report to conform forward-looking statementsto actual results. Important factors on which such statements are based are assumptions concerning uncertainties, including but not limitedto, uncertainties associated with the following:

The following discussion shouldbe read in conjunction with the financial statements and the notes thereto which are included in this quarterly report. This discussioncontains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ substantially fromthose anticipated in any forward-looking statements included in this discussion as a result of various factors.

Overview

We were incorporated in theState of Nevada on June 6, 2007. On August 26, 2010, we changed our name from Bella Viaggio, Inc. to Kat Gold Holdings Corp. EffectiveJanuary 1, 2015, we completed an exchange agreement to purchase 100% of the outstanding interests of RemSleep LLC in exchange for 50,000,000shares of common stock of RemSleep Holdings, Inc. at which time RemSleep LLC became our wholly-owned subsidiary and we adopted their businessof developing and distributing sleep apnea products. On January 5, 2015, we changed our name to REMSleep Holdings, Inc. to reflect ournew business model.

Our officers have 35 yearsof 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 isa nasal-pillows type interface that will result in better comfort and, therefore, better compliance since it was specifically designedwith unique airflow characteristics to enable patients with sleep apnea to breathe normally. A survey that appeared in DME Business foundthat 89% of patients stated that mask-interface comfort was their primary concern. The primary issue that we have addressed with the DeltaWaveis the “work of breathing” component. We believe that our DeltaWave is designed to effectively address the stubborn issuesthat continue to affect a patient’s ability to comply with treatment, as follows:

Pending adequate financing,of which there is no assurance, we plan to conduct clinical trials to test product effectiveness.

Effects of COVID-19

The COVID-19 pandemic hada discernable short-term negative impact on the ability of our company to obtain capital needed to accelerate the development of our business.While these limitations have eased, we are unable to predict when such limitations will be entirely resolved.

Overall, our company is notof a size that required us to implement “company-wide” policies in response to the COVID-19 pandemic.

For purposes of the discussionbelow, except where otherwise indicated, the descriptions of our business, our strategies, our risk factors and any other forward-lookingstatements, including regarding us, our business and the market generally, do not reflect the potential impact of the COVID-19 pandemicor our responses thereto.

Results of Operations

Three Months Ended March31, 2022, Compared to Three Months Ended March 31, 2021. We have not generated any revenue to date.

Professional fees were $26,000compared to $24,598 for the three months ended March 31, 2022 and 2021, respectively, an increase of $1,402, or 5.7%. Professional feesconsist mostly of accounting, audit and legal fees. The increase is attributed to an increase in accounting and audit fees.

Compensation expense was $21,000and $21,000 for the three months ended March 31, 2022 and 2021, respectively.

Development expense relatedto our DeltaWave CPAP system was $25,667 and $0 for the three months ended March 31, 2022 and 2021, respectively, an increase of $25,667.Development expense increased over the prior period as we worked to bring our product to market.

General and administrativeexpense (“G&A”) was $81,891 and $48,666 for the three months ended March 31, 2022 and 2021, respectively, an increaseof $33,225, or 68.3%. During the current period we incurred additional expense (approximately $16,500) related to the process of obtainingour 510k for DeltaWave. We also incurred additional expense involved with moving our corporate headquarters.

Total other expense for thethree months ended March 31, 2022, was $161,741. Other expense includes a gain in the change of fair value of $11,907 and interest expenseof $173,648 (includes $159,383 amortization of debt discount). Total other expense for the three months ended March 31, 2021, was $377,202.Other expense includes a gain in the change of fair value of $395,148, a loss on the issuance of convertible debt of $442,979, a penaltyfor default on convertible debt of $162,798 and interest expense of $166,573 (includes $138,622 amortization of debt discount).

Net Loss. Forthe three months ended March 31, 2022, we had a net loss of $316,299 as compared to a loss of $471,466 for the three months ended March31, 2021. Our net loss decreased due to the decrease in other expense during the period.

Results of Operationsfor the Year Ended December 31, 2021, Compared to the Year Ended December 31, 2020. We generated no revenues during our fiscalyears ending December 31, 2021 and 2020.

Operating Expenses.Professional fees were $82,043 and $41,525 for the years ended December 31, 2021 and 2020, respectively, an increase of $40,518, or 97.6%.Professional fees consist mostly of accounting, audit and legal fees. The increase is attributed to an increase in legal and audit feesassociated with the filing of our Regulation A offering. We had an increase of legal fees of approximately $22,100 and an increase ofaudit fees of approximately $14,900.

Development expense relatedto our DeltaWave CPAP system was $129,311 and $72,587 for the years ended December 31, 2021 and 2020, respectively, an increase of $56,724,or 78.1%. Our development expense has increased in 2021 as we get closer to completing the DeltaWave CPAP system.

Compensation expense was $84,000and $211,500 for the years ended December 31, 2021 and 2020, respectively. In the prior we incurred non-cash stock compensation expenseof $127,500. There was no stock compensation expense incurred in the current year.

General and administrativeexpense was $130,334 and $144,232 for the years ended December 31, 2021 and 2020, respectively, a decrease of $13,898, or 9.6%. The decreaseis largely due to a decrease of investor relation services.

Total other expense for theyears ended December 31, 2021, was $3,399,985. Other expense includes a loss in the change of fair value of $1,601,016, a loss on theissuance of convertible debt of $717,592, a penalty for default on convertible debt of $162,798 and interest expense of $918,579 (includes$813,619 amortization of debt discount). Total other expense for the year ended December 31, 2020, was $705,608. Other expense includes$611,535 of interest expense (includes $561,576 amortization of debt discount), a $350,986 loss on the issuance of convertible debt, anearly payment penalty of $49,162, a gain on forgiveness of debt of $226,398 and a gain in the change of fair value of derivatives of $79,677.These are all expenses related to our convertible debt.

Net Loss. For the yearended December 31, 2021, we had a net loss of $3,825,673 as compared to a net loss of $1,175,452 for the year ended December 31, 2020.The increase in net loss can be attributed to our increase in other expense as discussed above.

Liquidity and Capital Resources

March 31, 2022.

Cash Flows from Operations.Cash used in operating activities for the three months ended March 31, 2022 was $199,085 as compared to $63,182 of cash used in operatingactivities for the three months ended March 31, 2021. During the current period the Company used more cash for activities related to bringingits product to market.

Cash Flows from Investing.Cash used in investing activities for the purchase of equipment and tooling for the three months ended March 31, 2022 was $24,095 as comparedto $17,705 of cash used in investing activities for the three months ended March 31, 2021.

Cash Flows from Financing.For the three months ended March 31, 2022, we received $855,000 from the sale of common stock. For the three months ended March 31, 2021we received $126,400 from convertible debt loans and repaid $867 on other loans.

As of March 31, 2022, we hadan outstanding balance on one convertible promissory note. The table below sets forth information with respect to our convertible promissorynotes during the three months ended March 31, 2022.

December 31, 2021.

Cash Flows from Operations.Cash used in operating activities for the year ended December 31, 2021 was $349,995 as compared to $335,293 of cash used in operatingactivities for the year ended December 31, 2020.

Cash Flows from Investing.Cash used in investing activities for the purchase of equipment and tooling for the year ended December 31, 2021 was $67,252 as comparedto $36,710 of cash used in investing activities for the year ended December 31, 2020.

Cash Flows from Financing.For the year ended December 31, 2021, we received $591,300 from the issuance of convertible debt and $3,103,500 from the sale of commonstock. We repaid $8,212 on our auto loan. For the year ended December 31, 2020, we received $460,000 from convertible debt loans and repaid$165,000. We also received $75,000 from the sale of common stock and repaid $3,344 on our auto loan.

Going Concern

As of March 31, 2022, thereis substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow to fund our proposedbusiness.

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

Management’s plans withregard 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 problemsand increase profitability in our current business operations. However, the outcome of management’s plans cannot be ascertainedwith any degree of certainty. Our financial statements do not include any adjustments that might result from the outcome of these risksand uncertainties.

The industry in which we operatedepends heavily upon our ability to obtain raw material and manufacture our product as well as the overall level of consumer and businessspending. A sustained deterioration in general economic conditions (including distress in financial markets, turmoil in specific economiesaround the world, public health crises, and additional government intervention), particularly in the United States, may have a negativefinancial impact to our Company. Adverse conditions as a result of the global COVID-19 outbreak, will and may continue to impact our manufacturingprocesses and ultimately our ability to sell our product.

Off Balance Sheet Arrangements

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

Critical Accounting Policies

The preparation of financialstatements in conformity with accounting principles generally accepted in the United States of America requires management to make estimatesand assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities ofthe date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Note 2 to the FinancialStatements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates areused for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following criticalaccounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

We are subject to variousloss contingencies arising in the ordinary course of business. We consider the likelihood of loss or impairment of an asset or the incurrenceof a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated losscontingency is accrued when management concludes that it is probable that an asset has been impaired, or a liability has been incurredand the amount of the loss can be reasonably estimated. We regularly evaluate current information available to us to determine whethersuch accruals should be adjusted.

We recognize deferred taxassets (future tax benefits) and liabilities for the expected future tax consequences of temporary differences between the book carryingamounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities represent the expected future tax returnconsequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recoveredor settled. Future tax benefits have been fully offset by a 100% valuation allowance as management is unable to determine that it is morelikely than not that this deferred tax asset will be realized.

Recent Accounting Pronouncements

We have reviewed other recentlyissued accounting pronouncements and plan to adopt those that are applicable to us. We do not expect the adoption of any other pronouncementsto have an impact on our results of operations or financial position.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS ANDCONTROL PERSONS

Directors and Executive Officers

The following table sets forthcertain information concerning our company’s executive management.

Our directors serve untila successor is elected and qualified. Our officers are elected by the Board of Directors to a term of one (1) year and serves until theirsuccessor(s) is duly elected and qualified, or until they are removed from office. The Board of Directors has no nominating or compensationcommittees. The company’s current Audit Committee consists of our officers and directors.

There exist no family relationshipsbetween our officers and directors.

Certain information regardingthe backgrounds of each of our officers and directors is set forth below.

Russell F. Bird hasbeen our Chairman and Director since January 1, 2015, and our President since January 1, 2019. From year to year, he operated businessesthat offered sleep apnea interfaces, devices, and other respiratory equipment and supplies. From May 23, 2013 to the present, he has beenthe Managing Member of REMSleep, LLC, an Iowa limited liability company. In 1979, he founded Medical Gases Australia, a medical manufacturingand distribution firm that specializing in respiratory and other health products. Medical Gases Australia placed the first patients onCPAP therapy. He then started Medical Industries of America in 1985, a medical manufacturing and distribution firm specializing in respiratoryand other health products.

Thomas J. Wood hasbeen our Chief Executive Officer and Director effective January 1, 2015. From May 23, 2013 to the present, he has been the Managing Memberof REMSleep, LLC, an Iowa limited liability company. Thomas J. Wood has been awarded several U.S. patents in the area of sleep apnea.He is the inventor and developer of Nasal Aire, which won the 2004 Frost and Sullivan Award for Product Innovation. His US Patents alsoinclude the Nasal Aire II and Petite Nasal Aire. Tom has 25 years of experience as a respiratory therapist in the ICU at Baylor MedicalCenter and Parkland Memorial hospitals in Dallas, Texas. He also worked for two years with the Muscular Dystrophy Association, responsiblefor respiratory care for patients with Amyotrophic Lateral Sclerosis.

Jonathan B. Lane hasbeen serving as the Chief Technology Officer of the Company since July 2018 and Vice President since January 2019. Mr. Lane has 35 yearsof design and engineering experience. He was the CEO/Founder of Badencorp from 1992 to 2018, and Director of Engineering/Co-founder ofSearchmont Engine Company from 2006 to 2009. Jonathan worked twelve years for various fortune 500 companies including Boeing, GeneralDynamics and Bell Helicopter. From there, he went on to form his own company, Badencorp, which specialized in providing engineering anddesign services across all disciplines within Aerospace, Automotive, Biomedical, Consumer Products and Heavy Industries.

Conflicts of Interest

We do not currently foreseeany conflict of interest.

Indemnification of Directors and Officers

Our Articles of Incorporationand Bylaws, both as amended to date, provide for the indemnification of our officers and directors to the fullest extent permitted byNevada law.

Board Composition

Our Board of Directors currentlyconsists of two members, Thomas J. Wood and Russell F. Bird. Each director of the Company serves until the next annual meeting of stockholdersand until his successor is elected and duly qualified, or until his earlier death, resignation or removal. Our board is authorized toappoint persons to the offices of Chairman of the Board of Directors, President, Chief Executive Officer, one or more vice presidents,a Treasurer or Chief Financial Officer and a Secretary and such other offices as may be determined by the board.

Board Committees

Our board does not currentlyhave a standing Audit Committee, Compensation Committee or Nominating/Corporate Governance Committee due the board’s limited sizeand the Company’s limited operations. The entire Board of Directors performs all functions that would otherwise be performed bycommittees. Given the present size of our Board, it is not practical for us to have committees other than those described above, or tohave more than two directors on such committees. If we are able to grow our business and increase our operations, we intend to expandthe size of our board and our committees and allocate responsibilities accordingly.

Board Leadership Structure and Risk Oversight

The Board of Directors overseesour business and considers the risks associated with our business strategy and decisions. The board currently implements its risk oversightfunction as a whole. Each of the board committees, when established, will provide risk oversight in respect of its areas of concentrationand report material risks to the board for further consideration.

Independence of Board of Directors

No member of our Board ofDirectors is not independent, within the meaning of definitions established by the SEC or any self-regulatory organization. We are notcurrently subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include independent directors.

Shareholder Communications with Our Board ofDirectors

Our company welcomes commentsand questions from our shareholders. Shareholders should direct all communications to our Chief Executive Officer, Thomas J. Wood, atour executive offices. However, while we appreciate all comments from shareholders, we may not be able to respond individually to allcommunications. We will attempt to address shareholder questions and concerns in our press releases and documents filed with the SEC,so that all shareholders have access to information about us at the same time. Mr. Wood collects and evaluates all shareholder communications.All communications addressed to our directors and executive officers will be reviewed by those parties, unless the communication is clearlyfrivolous.

Code of Ethics

As of the date of this Prospectus,our Board of Directors has not adopted a code of ethics with respect to our directors, officers and employees.

EXECUTIVE COMPENSATION

In General

Currently, our managementis unable to estimate accurately when, if ever, our company will possess sufficient capital, whether derived from sales revenues, thisoffering or otherwise, for the payment of increased salaries to our management.

As of the date of this Prospectus,there are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of our company, pursuantto any presently existing plan provided by, or contributed to, our company.

Compensation Summary

The following table summarizesinformation concerning the compensation awarded, paid to or earned by, our executive officers.

Outstanding Option Awards

The following table providescertain information regarding unexercised options to purchase common stock, stock options that have not vested and equity-incentive planawards outstanding as of the date of this Prospectus, for each named executive officer.

Employment Agreements

Thomas J. Wood.The Company executed a new employment agreement with Mr. Wood on April 1, 2019. Per the terms of the agreement Mr. Wood is to be compensated$4,000 per month. The agreement expired on April 1, 2020 and has been renewed for two more years. As of December 31, 2021 and 2020, thereis $2,000 and $2,000 of accrued compensation, respectively, due to Mr. Wood. During the years ended December 31, 2021 and 2020, cash paymentsof $48,000 and $46,000, respectively, were paid to Mr. Wood.

Russell Bird.The Company executed an employment agreement with its Chairman, Russell Bird, on January 1, 2019. Per the terms of the agreement, whichis effective for one year, Mr. Bird is to be compensated $3,000 per month. As of December 31, 2021 and 2020, there is $45,000 and $33,000of accrued compensation, respectively, due to Mr. Bird. Mr. Bird’s employment agreement has been renewed in 2020 for two more years.During the years ended December 31, 2021 and 2020, cash payments of $24,000 and $18,000, respectively, were paid to Mr. Bird.

Jonathan Lane.The Company has entered into an at-will consulting agreement with Jonathan Lane to serve as Chief Technology Officer. During the yearsended December 31, 2021 and 2020, the Company made cash payments to Mr. Lane of $26,000 and $15,000, respectively.

Outstanding Equity Awards

Our Board of Directors hasmade no equity awards and no such award is pending.

Long-Term Incentive Plans

We currently have no employeeincentive plans.

Director Compensation

Our directors receive nocompensation for their serving as directors. 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSAND MANAGEMENT

The following table sets forthinformation about the beneficial ownership of our capital stock at June 10, 2022 for:

Unless otherwise noted below,the address for each beneficial owner listed on the table is in care of RemSleep Holdings, Inc., 14175 Icot Boulevard, Suite 300, Clearwater,Florida 33760. We have determined beneficial ownership in accordance with the rules of the SEC. We believe, based on the information furnishedto us, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares of ourcommon stock that they beneficially own, subject to applicable community property laws.

In computing the number ofshares of our common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares ofour common stock subject to options, warrants, preferred stock or restricted stock units held by that person that are currently exercisableor convertible or exercisable or convertible within 60 days of June 10, 2022. We did not deem these shares outstanding, however, for thepurpose of computing the percentage ownership of any other person.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related-Party Advances

The Company has received supportfrom parties related through common ownership and directorship. These loans are unsecured, and due on demand. As of December 31, 2021and 2020, the balance due on these loans is $179,191 and $179,191, respectively. Beginning on January 1, 2019, the balance due accruesinterest at 12.5%. As of December 31, 2021, total accrued interest is $67,505.

Employment Agreements

Thomas J. Wood.The Company executed a new employment agreement with Mr. Wood on April 1, 2019. Per the terms of the agreement Mr. Wood is to be compensated$4,000 per month. The agreement expired on April 1, 2020 and has been renewed for two more years. As of December 31, 2021 and 2020, thereis $2,000 and $2,000 of accrued compensation, respectively, due to Mr. Wood. During the years ended December 31, 2021 and 2020, cash paymentsof $48,000 and $46,000, respectively, were paid to Mr. Wood.

Russell Bird.The Company executed an employment agreement with its Chairman, Russell Bird, on January 1, 2019. Per the terms of the agreement, whichis effective for one year, Mr. Bird is to be compensated $3,000 per month. As of December 31, 2021 and 2020, there is $45,000 and $33,000of accrued compensation, respectively, due to Mr. Bird. Mr. Bird’s employment agreement has been renewed in 2020 for two more years.During the years ended December 31, 2021 and 2020, cash payments of $24,000 and $18,000, respectively, were paid to Mr. Bird.

Jonathan Lane.The Company has entered into an at-will consulting agreement with Jonathan Lane to serve as Chief Technology Officer. During the yearsended December 31, 2021 and 2020, the Company made cash payments to Mr. Lane of $26,000 and $15,000, respectively.

Stock Issuances

Common Stock.On June 14, 2019, we granted 25,000,000 shares of common stock to each of Mr. Wood and Mr. Bird for services rendered on behalf of ourcompany. These shares were valued at $0.04 per share, the closing stock price on the date of grant, for total non-cash compensation expenseof $2,000,000.

Preferred Stock.On June 14, 2019, we granted 500,000 shares of Series A preferred stock to Mr. Bird for services rendered on behalf of our company. Theshares were valued at $0.04, the closing price of our common stock on the date of grant, for total non-cash compensation expense of $20,000.The closing price for common stock was deemed an acceptable method for valuation as one share of Series A preferred stock is convertibleinto one share of common stock.

On November 23, 2020, we granted500,000 shares of Series A preferred stock to Mr. Bird for services rendered on behalf of our company. The shares were valued at $0.0025,the closing price of our common stock on the date of grant, for total non-cash compensation expense of $1,250. The closing price for commonstock was deemed an acceptable method for valuation as one share of Series A preferred stock is convertible into one share of common stock.

On November 23, 2020, wegranted 500,000 shares of Series A preferred stock to Mr. Wood for services rendered on behalf of our company. The shares were valuedat $0.0025, the closing price of our common stock on the date of grant, for total non-cash compensation expense of $1,250. The closingprice for common stock was deemed an acceptable method for valuation as one share of Series A preferred stock is convertible into oneshare of common stock.

On November 23, 2020, we granted250,000 shares of Series B preferred stock to Mr. Bird for services rendered on behalf of our company. The shares were valued at $0.0025,the closing price of our common shares on the date of grant, multiplied by 100, for total non-cash compensation expense of $62,500. Theclosing price for common stock multiplied by 100 was deemed an acceptable method for valuation as one share of Series B preferred stockis convertible into 100 shares of common stock.

On November 23, 2020, theCompany granted 250,000 shares of Series B preferred stock to Mr. Wood for services rendered on behalf of our company. The shares werevalued at $0.0025, the closing price of our common shares on the date of grant, multiplied by 100, for total non-cash compensation expenseof $62,500. The closing price for common stock multiplied by 100 was deemed an acceptable method for valuation as one share of SeriesB preferred stock is convertible into 100 shares of common stock.

DESCRIPTION OF SECURITIES

General

Our authorized capital stockconsists of: (a) 3,000,000,000 shares of common stock, $.001 par value per share; (b) 5,000,000 shares of Series A Preferred Stock, $.001par value per share; (c) 5,000,000 shares of Series B Preferred Stock, $.001 par value per share; and (d) 5,000,000 shares of Series CPreferred Stock, $.001 par value per share.

As of the date of this Prospectus,there were 1,461,616,601 shares of our common stock issued and outstanding, held by 4,162holders of record; a total of 333,853,334 sharesof common stock reserved for issuance upon the exercise of outstanding warrants; 5,000,000 shares of Series A Preferred Stock issued andoutstanding, held by two of our officers; and 1,000,000 shares of Series B Preferred Stock issued and outstanding, held by two of ourofficers.

Common Stock

General. Theholders of our common stock currently have (a) equal ratable rights to dividends from funds legally available therefor, when, as and ifdeclared by our Board of Directors; (b) are entitled to share ratably in all of our assets available for distribution to holders of commonstock upon liquidation, dissolution or winding up of the affairs of our company; (c) do not have preemptive, subscriptive or conversionrights and there are no redemption or sinking fund provisions or rights applicable thereto; and (d) are entitled to one non-cumulativevote per share on all matters on which shareholders may vote. Our Bylaws provide that, at all meetings of the shareholders for the electionof directors, a plurality of the votes cast shall be sufficient to elect. On all other matters, except as otherwise required by Nevadalaw or our Articles of Incorporation, as amended, a majority of the votes cast at a meeting of the shareholders shall be necessary toauthorize any corporate action to be taken by vote of the shareholders.

Non-cumulative Voting.Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstandingshares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, theholders of the remaining shares will not be able to elect any of our directors. As of the date of this Prospectus, our officers and directorsown, directly or indirectly, a total of 158,188,989 shares of our common stock (including a total of 105,000,000 shares underlying currentlyconvertible shares of our Series A Preferred Stock and our Series B Preferred Stock), or approximately 9.77%, of our common stock, whichownership percentage would be reduced to approximately 7.46%, assuming all of the Shares are sold under the Equity Line.

Pre-emptive Rights.As of the date of this Prospectus, no holder of any shares of our common stock has pre-emptive or preferential rights to acquire or subscribefor any unissued shares of any class of our capital stock not disclosed herein.

Preferred Stock

Two of our officers, ThomasJ. Wood and Russell F. Bird, own, collectively, all of the issued and outstanding shares of our Series A Preferred Stock and Series BPreferred Stock. (See “Risk Factors—Risks Related to a Purchase of the Offered Shares” and “Security Ownershipof Certain Beneficial Owners and Management”).

Series A Preferred Stock.We are authorized to issue 5,000,000 Series A Preferred Stock, par value $.001 per share. Each share of Series A Preferred Stock is convertibleinto one share of common stock at any time after our net profits exceed $1,000,000 and has the voting power of 25 shares of common stock.The Series A Preferred Stock ranks equal to the common stock on liquidation and pays no dividend. Two of our officers own an aggregateof 5,000,000 shares of Series A Preferred Stock. (See “Security Ownership of Certain Beneficial Owners and Management”).

Series B Preferred Stock.We are authorized to issue 5,000,000 Series B Preferred Stock, par value $.001 per share. Each share of Series B Preferred Stock is convertibleinto 100 shares of common stock and has the voting power of 100 shares of common stock. No dividends will be paid on the Series B PreferredStock and, in the event of liquidation, all shares of Series B Preferred Stock will automatically convert into common stock. Tow of ourofficers own an aggregate of 1,000,000 shares of Series B Preferred Stock. (See “Security Ownership of Certain Beneficial Ownersand Management”).

Series C Preferred Stock.We are authorized to issue 5,000,000 Series C Preferred Stock, par value $.001 per share. Each share of Series C Preferred Stock is convertibleinto 50 shares of common stock and has the voting power of 50 shares of common stock. No dividends will be paid on the Series C PreferredStock and, in the event of liquidation, all shares of Series C will automatically convert into common stock. As of the date of this Prospectus,there are no shares of Series C Preferred Stock issued and outstanding.

Common Stock Purchase Warrants

The following table sets forthinformation regarding our outstanding common stock purchase warrants as of March 31, 2022:

Convertible Promissory Notes

As of March 31, 2022, we hadan outstanding balance on one convertible promissory note. The table below sets forth information with respect to our convertible promissorynotes during the three months ended March 31, 2022.

(1) This note was converted in full on April 15,2022.

Shareholder Meetings

Our bylaws provide that specialmeetings of shareholders may be called only by our Board of Directors, the chairman of the board, or our president, or as otherwise providedunder Nevada law.

Transfer Agent

We have retained theservices of Action Stock Transfer Corporation, 2469 E. Fort Union Boulevard, Suite 214, Salt Lake City, Utah 84121, as the transferagent for our common stock. Action Stock Transfer’s website is located at: www.actionstocktransfer.com. No information foundon, or connected to, Action Stock Transfer’s website is incorporated by reference into, any you must not consider theinformation to a part of, this Prospectus.

SHARES ELIGIBLE FOR FUTURE SALE

Market sales of shares of our common stock afterthis Offering from time to time, and the availability of shares of our common stock for future sale, may reduce the market price of ourcommon stock. Sales of substantial amounts of our common stock, or the perception that these sales could occur, could adversely affectprevailing market prices for our common stock and could impair our future ability to obtain capital, especially through an offering ofequity securities. After the effective date of the Registration Statement, all of the Shares will be freely tradable without restrictionsor further registration under the Securities Act, unless the Shares are purchased by our affiliates, as that term is defined in Rule 144under the Securities Act. The balance of Shares which are not being registered will be eligible for sale pursuant to exemptions from registration.However, these shares not being registered are held by our management and other affiliates who are limited to selling only 1% of our issuedand outstanding shares every 90 days.

Our common stock is considered a “pennystock” and will continue to be considered a penny stock so long as it trades below $5.00 per share and, as such, trading in ourcommon stock is subject to the requirements of Rule 15g-9 under the Securities Exchange Act of 1934. Under this rule, broker/dealers whorecommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practicerequirements. The broker/dealer must make an individualized written suitability determination for the purchaser and receive the purchaser’swritten consent prior to the transaction.

SEC regulations also require additional disclosurein connection with any trades involving a “penny stock,” including the delivery, prior to any penny stock transaction, ofa disclosure schedule explaining the penny stock market and its associated risks. In addition, broker-dealers must disclose commissionspayable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additionalburdens imposed upon broker-dealers by such requirements may discourage broker-dealers from recommending transactions in our securities,which could severely limit the liquidity of our securities and consequently adversely affect the market price for our securities. In addition,few broker or dealers are likely to undertake these compliance activities. Other risks associated with trading in penny stocks could alsobe price fluctuations and the lack of a liquid market. (See “Risk Factors”).

Rule 144

In general, under Rule 144, a person who has beneficiallyowned restricted shares for at least six months would be entitled to sell those securities provided that (1) such person is not deemedto have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale and (2) we have been subject tothe Exchange Act periodic reporting requirements for at least 90 days before the sale and are current in filing our periodic reports.Persons who have beneficially owned restricted shares of common stock for at least six months but who are our affiliates at the time of,or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitledto sell within any three-month period only a number of securities that does not exceed 1% of the number of shares of common stock outstanding.Such sales by affiliates must also comply with the manner of sale and notice provisions of Rule 144 and to the availability of currentpublic information about us.

LEGAL MATTERS

The validity of the securitiesoffered by this Prospectus will be passed upon for us by Newlan Law Firm, PLLC, Flower Mound, Texas.

EXPERTS

Our balance sheets as of December31, 2021 and 2020, and the related statements of operations, changes in stockholders’ equity and cash flows for the years endedDecember 31, 2021 and 2020, included in this Prospectus have been audited by Fruci & Associates II, PLLC, independent registered publicaccounting firm, as indicated in their report with respect thereto, and have been so included in reliance upon the report of such firmgiven on their authority as experts in accounting and auditing.

DISCLOSURE OF COMMISSION’S POSITION ON

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

In the opinion of the Securitiesand Exchange Commission, indemnification for liabilities arising under the Securities Act is against public policy as expressed in theSecurities Act and is, therefore, unenforceable. Insofar as indemnification for liabilities arising under the Securities Act may be permittedto directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed thatin the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the SecuritiesAct and is, therefore, unenforceable.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SECthe Registration Statement on Form S-1 under the Securities Act with respect to the Shares being offered by this Prospectus. This Prospectus,which constitutes a part of the Registration Statement, does not contain all of the information in the Registration Statement and itsexhibits. For further information with respect to our company and the Shares offered by this Prospectus, you should refer to the RegistrationStatement and the exhibits filed as a part thereof. Statements contained in this Prospectus as to the contents of any contract or anyother document referred to are not necessarily complete and, in each instance, we refer you to the copy of the contract or other documentfiled as an exhibit to the Registration Statement. Each of these statements is qualified in all respects by this reference.

We are subject to the informationalrequirements of the Exchange Act and file annual, quarterly and current reports, proxy statements and other information with the SEC.You can read our SEC filings, including the Registration Statement, over the Internet at the SEC’s website at http://www.sec.gov.You may also read and copy any document we file with the SEC at its public reference facilities at 100 F Street, N.E., Washington, D.C.20549. You may also obtain copies of these documents at prescribed rates by writing to the Public Reference Section of the SEC at 100F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public referencefacilities. You may also request a copy of these filings, at no cost, by writing or telephoning us at: RemSleep Holdings, Inc., 14175Icot Boulevard, Suite 300, Clearwater, Florida 33760; telephone: (813) 367-3855.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINEDIN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. WE ARE OFFERINGTO SELL, AND SEEKING OFFERS TO BUY, SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATIONCONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS,OR OF ANY SALE OF OUR COMMON STOCK.

INDEX TO FINANCIAL STATEMENTS

REMSLEEP HOLDINGS, INC.
CONDENSED BALANCE SHEETS

The accompanying notes are an integral partof these unaudited condensed financial statements.

REMSLEEP HOLDINGS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

The accompanying notes are an integral partof these unaudited condensed financial statements.

REMSLEEP HOLDINGS, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE MOTHS ENDED MARCH 31, 2022 AND2021

(UNAUDITED)