UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 Form 10-K

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

 For the fiscal year ended December 31, 2024

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

 For the transition period from
 to

 Commission file number: 000-53450

 (Exact name of registrant as specified in its charter)

 Nevada

 47-5386867

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification No.)

 14175
ICOT Blvd, Suite 300, Clearwater, FL 33760

 (Address of principal executive offices) (Zip Code)

 902 - 590-2001

 (Registrant's telephone number)

 Securities registered pursuant to Section 12(b)
of the Exchange Act: None.

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

 Common Stock, $0.001 par value

 (Title of class)

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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

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

is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer
 Accelerated filer

 Non-accelerated filer
 Smaller reporting company

 Emerging growth company

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

has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting fi rm that prepared or
issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common

 RMSL

 OTC PINK

 State the aggregate market value of the voting
and non-voting common equity held by non-affiliates: $ 22,497,600 based on 1,470,431,138 non affiliate shares outstanding at $.0153
per share, which is the price at which the common shares were last sold on the last business day of the registrant's most recently
completed second fiscal quarter.

 As of April 14, 2025, there were 1,523,620,126 shares of the issuer's
common stock outstanding.

 Page

 Item 1.

 Description of Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item 10.

 Directors, Executive Officers, and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 Signatures

 i

 ITEM 1. DESCRIPTION OF BUSINESS

 Forward Looking Statements

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

 Overview

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

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

 Does not disrupt normal breathing mechanics;

 Is not claustrophobic;

 Causes zero work of breathing (WOB);

 Minimizes or eliminates drying of the sinuses;

 Uses less driving pressure; and

 Allows users to feel safe and secure while sleeping.

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

 On June 28, 2016, we applied for a patent for
a new, innovative sleep apnea product that serves as an interface for the delivery of CPAP therapy and other respiratory needs.

 On April 27, 2021, Remsleep was awarded utility
patent 10987481 for its new Deltawave CPAP Pillows Mask for delivery of CPAP therapy and other respiratory needs. On March 5, 2024,
Remsleep was awarded design patent D1,017,025 S. Our goal is to continue to develop sleep products for the treatment of OSA and
capture 10% of the market in the next 12 months.

 Our website is located at:

 Industry Background

 The market for sleep treatment and equipment was
$7.96 billion in 2011 and continues to increase, with North America accounting for a majority of the market. More than 8 million CPAP
interfaces are sold annually in the U.S., with another 2.5 million globally. There are also an estimated 80 million people with undiagnosed
sleep apnea. Sleep apnea is a condition that affects millions of people in the United States alone. An increasingly sedentary lifestyle
and bad working habits have led to obesity and otherwise poor cardiac and aerobic health. This has led to a fast-growing epidemic of obstructive
sleep apnea (OSA), which greatly reduces the quality of sleep one gets and can ultimately result in hypertension, heart failure, stroke,
and at the least, reduced performance in everyday life. Sleep apnea results in numerous afflictions that affect people's day-to-day
lives and can eventually contribute to serious health conditions. While people'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 1 –
a market of millions of new potential users. Even those who are tested 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 resources and a very telling statistic.

 A major challenge in the current market 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 is also seeing
a rise in newer technologies that replace elaborate practices, target patient comfort to improve compliance, and help drive acceptance
of sleep monitoring devices."

 A growing knowledge of sleep apnea and its treatment
has helped to increase awareness with the public. In addition to making the use of a CPAP or related device less intimidating, a move
toward affordable and prescription-based technology can greatly expand the market "Evolving technologies will also influence patient
preferences for products, treatment modalities, and diagnostic locations," states Frost & Sullivan 2. "As such,
the global sleep apnea treatment market is expected to shift to home-based diagnostics for early identification and treatment of patients
as well as portable devices that can reduce sleep apnea with minimal inconvenience."

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

 Health care spending continues to 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
was projected to reach $5 trillion, or around 20% of GDP, according to the Centers for Medicare and Medicaid Services 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, sleep apnea products have
experienced rapid growth. In the past couple of decades there has been a rapid increase in technological developments in the field of
sleep apnea diagnosis and treatment. The result has been strong growth for sleep apnea devices globally. Demand for new and innovative
treatment methodologies is driving growth, helping to provide patients with a healthy lifestyle. "Obstructive sleep apnea is destroying
the health of millions of Americans, and the problem has only gotten worse over the last two decades," according to American Academy
of Sleep Medicine President Dr. Timothy Morgenthaler 4. "The effective treatment of sleep apnea is one of the keys to
success as our nation attempts to reduce health care spending and improve chronic disease management."

 Sleep problems are considered a "global
epidemic," with sleep apnea as a major contributor to the disorder. An estimated 100 million people worldwide have sleep apnea,
though more than 80% of these people are undiagnosed. The market for sleep apnea diagnostic and therapeutic devices on a global level
was $7.96 billion in 2011 and will reach a projected $19.72 billion by 2017, according to a study from Markets & Markets 1
Nationwide in the U.S., there are more than 1,600 businesses in the Sleep Disorder Clinics market, according to research firm IBISWorld.
These businesses have combined annual revenue of $7 billion and have maintained a combined annual growth rate (CAGR) of 9.8% 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."

 Sources:

 1.

 Markets & Markets. "Global Sleep Apnea Diagnostics& Therapeutic Devices Market."

 2.

 Frost & Sullivan. "Sleep apnea market is in need of finer, ergonomic treatments." June 4, 2014.

 3.

 Forbes. "Annual U.S. Healthcare Spending Hits $3.8 Trillion." Feb. 2, 2014.

 4.

 American Academy of Sleep Medicine. "Rising prevalence of sleep apnea in U.S. threatens public health." Sept. 2014.

 There are also more than 972,000 physicians and
365,000 doctors' offices, as well as nearly 5,800 hospitals. In addition, the market for U.S. home healthcare is served 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 DeltaWave product in the
U.S., as follows:

 Submit manufacture orders to our manufacturer according to market demand

 Negotiate and secure agreements with industry distributor partners

 Secure agreements with Internet retailers for online sales

 Market DeltaWave at respiratory trade shows, social media, press releases

 Market and generate online sales through our website supplemented by search engine optimization,

 Disseminate press releases to media outlets and publications that reach sleep medical practices and DME managers/distributors, including trade publications like Sleep Medicine, Sleep Review, Sleep, The Sleep Magazine

 Attend sleep and healthcare, respiratory industry trade shows

 All of the foregoing is contingent upon adequate
financing.

 Target Market

 Our target market includes:

 Sleep product distributors that will distribute our product

 Home care dealers

 Private sleep labs

 Product end users

 Physicians, particularly sleep physicians

 Medical groups

 Hospitals

 Medical associations, such as the American Academy of Sleep Medicine and the American Sleep Association

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

 Manufacturing

 Our product will be manufactured by mold makers.
We presently have molds made in China; however, we are considering relocating the manufacturing of our molds 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 adequate financing. Should
we fail to obtain adequate financing: (a) our financial condition will be negatively affected; (b) we will be unable to conduct the essential
aspects of our business plan, including marketing as reflected above; (c) investments in our common stock will be negatively impacted;
(d) we will be forced to liquidate our business and file for bankruptcy protection.

 Competition

 The sleep apnea devices market is highly consolidated,
with primary competitors being:

 ResMed

 Philips Respironics

 Naus Medical

 Fisher & Paykel Healthcare

 DeVilbiss Healthcare

 CareFusion

 InnoMed

 TAP

 ResMed is the market leader (45% of market share),
followed by Philips (30%), and Fisher/Paykel (12%). Our competitors offer a full range of sleep products.

 Our competitors have greater financial, operational
and personnel resources than we do. We will attempt to overcome our competitors' competitive advantages by emphasizing the advantages
of our Delta Wave product.

 Government Regulations

 FDA

 Our products are subject to extensive regulation
particularly as to safety, efficacy and adherence to FDA Quality System Regulation, and related manufacturing standards. Medical device
products are subject to rigorous FDA and other governmental agency regulations in the United States and similar regulations 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 ensure that medical products
distributed in the United States are safe and effective for their intended use. In addition, the FDA is authorized to establish special
controls to provide reasonable assurance of the safety and effectiveness of most devices. Non-compliance with applicable requirements
can result in import detentions, fines, civil and administrative penalties, injunctions, suspensions or losses of regulatory approvals,
recall or seizure of products, operating restrictions, refusal of the government to approve product export applications or allow 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 obtain either 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 one of 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 regulatory control deemed
necessary to ensure the device's safety and effectiveness.

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

 Medical devices can be marketed only for the indications
for which they are cleared or approved. After a device has received 510(k) clearance for a specific intended use, 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 determination as to whether a modification
could significantly affect the device's safety or effectiveness is initially left to the manufacturer using available FDA guidance;
however, the FDA may review this determination to evaluate the regulatory status of the modified product at any time and may require the
manufacturer to cease marketing and recall the modified device until 510(k) clearance or PMA approval is obtained. The manufacturer may
also be subject to significant regulatory fines or penalties. The FDA is currently reviewing its guidance describing 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's approach in
this new guidance will result in substantive changes to existing policy and practice regarding the assessment of whether a new 510(k)
is required for changes or modifications to existing devices.

 Any devices we manufacture and distribute pursuant
to clearance or approval by the FDA are subject to pervasive and continuing regulation by the FDA and certain state agencies. These include
product listing and establishment registration requirements, which help facilitate FDA inspections and other regulatory actions. As a
medical device manufacturer, our manufacturing facilities are subject to inspection on a routine basis by the FDA. 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 assurance procedures 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 government to grant 510(k)
clearance or PMA approval of devices, withdrawal of marketing approvals and criminal prosecutions. We believe that our design, manufacturing
and quality control procedures are in compliance with the FDA's regulatory requirements.

 We must also comply with post-market surveillance
regulations, including medical device reporting, or MDR, requirements which require that we review and report to the FDA any incident
in which our products may have caused or contributed to a death or serious injury. We must also report any incident in which our 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 activities are subject
to scrutiny by the FDA and, in certain circumstances, by the Federal Trade Commission. Medical devices approved or cleared by the FDA
may not be promoted for unapproved or un-cleared uses, otherwise known as "off-label" promotion. The FDA and other agencies
actively enforce the laws and regulations prohibiting the promotion of off-label uses, and a company that is found to have improperly
promoted 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 products sold 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 laws broadly to apply to the marketing and sales
activities of manufacturers and distributors like us.

 The federal Anti-Kickback Statute 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 healthcare programs
such as Medicare and Medicaid. In addition, a claim including items or services resulting from a violation of the federal Anti-Kickback
Statute constitutes a false or fraudulent claim for purposes of the federal civil False Claims Act.

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

 The Federal Health Insurance Portability and Accountability
Act of 1996, or HIPAA, created federal criminal statutes that prohibit among other actions, knowingly and willfully 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 a healthcare 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 the Anti-Kickback Statute, a person or entity
does not need to have actual knowledge of these statutes or specific intent to violate them to have committed a violation.

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

 Additionally, there has been a 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 manufacturers for
payments and other transfers of value provided by them, directly or indirectly, to physicians and teaching hospitals, as well as ownership
and investment interests held by physicians and their family members. A manufacturer's failure to submit timely, accurately and
completely the required information for all payments, transfers of value or ownership or investment interests may result in civil monetary
penalties. Certain states also mandate implementation of commercial compliance programs, impose restrictions on device manufacturer marketing
practices and/or require the tracking and reporting of gifts, compensation and other remuneration to healthcare professionals and entities.

 The shifting commercial compliance environment
and the need to build and maintain robust systems to comply with different compliance or reporting requirements in multiple jurisdictions
increase the possibility that a healthcare company may fail to comply fully with one or more of these requirements. If our operations
are found to be in violation of any of the health regulatory laws described above or any other laws that apply to us, we may be 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 our ability to
operate our business and our results of operations.

 Environmental Regulation

 Our operations are not subject to environmental
regulation.

 Employees

 We have the following employees Thomas J. Wood, Chief Executive Officer,
and John Lane, Chief Technology Officer. All other services are provided by independent contractors. Personnel will be added on an as-needed
basis and based on available funds.

 ITEM 1A. RISK FACTORS

 We are a smaller reporting company as defined
by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 Not applicable.

 ITEM 1C. CYBERSECURITY

 Cybersecurity Risk
Management and Strategy

 We have developed and maintain a cybersecurity
risk management methodology intended to protect the confidentiality, integrity, and availability of our critical systems and information.
Our cybersecurity risk management methodology is integrated into our overall enterprise risk management, and shares common methodologies,
reporting channels and governance processes that apply across the Company to other legal, compliance, strategic, operational, and financial
risk areas. As part of our overall risk management processes and procedures, we have instituted a cybersecurity awareness designed to
identify, assess and manage material risks from cybersecurity threats. The cyber risk management methodology involves risk assessments,
implementation of security measures and ongoing monitoring of systems and networks, including networks on which we rely. Through our cybersecurity
awareness, the current threat landscape is actively monitored in an effort to identify material risks arising from new and evolving cybersecurity
threats. We may engage external experts, including cybersecurity assessors, consultants and auditors to evaluate cybersecurity measures
and risk management processes as needed. We also depend on and engage various third parties, including suppliers, vendors and service
providers in connection with our operations. Our risk management, legal, and compliance personnel oversee and identify, including through
a third-party cybersecurity service provider, material risks from cybersecurity threats associated with our use of such entities.

 Our cybersecurity risk management methodology
includes:

 We have not identified risks from known cybersecurity
threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business
strategy, results of operations, or financial condition. We face risks from cybersecurity threats that, if realized, are reasonably likely
to materially affect us, including our operations, business strategy, results of operations, or financial condition.

 Cybersecurity Governance

 Our Board of Directors
oversees our risk management, including our information technology and cybersecurity policies, procedures, and risk assessments. Management
reports to our Board of Directors on information security matters as necessary, regarding any significant cybersecurity incidents, as
well as any incidents with lesser impact potential.

 One of the key functions of our Board of Directors
is informed oversight of our various processes for managing risk. An overall review of risk is inherent in our Board of Directors ongoing
consideration of our long-term strategies, transactions and other matters presented to and discussed by the Board of Directors. This includes
a discussion of the likelihood and potential magnitude of various risk.

 ITEM 2. PROPERTIES

 We do not own any real estate property.

 ITEM 3. LEGAL PROCEEDINGS

 There are no material claims, actions, suits,
proceedings, or investigations that are currently pending or, to the Company's knowledge, threatened by or against the Company or
respecting its operations or assets, or by or against any of the Company's officers, directors, or affiliates.

 ITEM 4. MINE SAFETY DISCLOSURES

 None.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

 Our common stock, par value $0.001 per share,
is currently listed to trade on the OTC Markets Group, OTCPINK tier under the symbol "RMSL". The range of reported high and
reported low sales prices per share for our common stock for each fiscal quarter during 2024 and 2023, as reported by NASDAQ and the OTC
Markets Group, is set forth below.

 Quarterly common stock Price Ranges

 Fiscal Year 2024, Quarter Ended:

 High

 Low

 March 31, 2024

 $
 0.0176

 $
 0.0027

 June 30, 2024

 $
 0.02

 $
 0.007

 September 30, 2024

 $
 0.0265

 $
 0.0085

 December 31, 2024

 $
 0.01

 $
 0.0009

 Fiscal Year 2023, Quarter Ended:

 High

 Low

 March 31, 2023

 $
 0.02

 $
 0.012

 June 30, 2023

 $
 0.015

 $
 0.011

 September 30, 2023

 $
 0.021

 $
 0.009

 December 31, 2023

 $
 0.019

 $
 0.012

 At March 14, 2025 there were approximately 156
holders of record of our common stock, although we believe that there are other persons who are beneficial owners of our common stock
held in street name. The transfer agent and registrar for our common stock is Securities Stock Transfer,
 2901 N Dallas Parkway, Suite 380, Plano, TX 75093.

 Recent Issuances of Unregistered Securities

 On July 16, 2024, 1800 Diagonal converted $50,000 of principal into
5,000,000 shares of common stock (Note 5).

 During the year ended December
31, 2024, the Company sold 57,003,525 shares of common stock to Quick Capital LLC for total proceeds of $420,000.

 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Overview

 We are a Nevada corporation formed on June 6,
2007. Our headquarters are in Clearwater, FL. We have been engaged in our current business model since January 1, 2015.

 We are a medical technology company focused on
the development and commercialization of innovative and minimally invasive solutions for patients with obstructive sleep apnea. Our officers
have 35 years of sleep-industry experience, including having been employed at sleep industry companies. Our goal is to develop sleep products
that achieve optimum compliance and comfort for CPAP patients.

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

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

 A survey that appeared in DME Business found that
89% of patients stated that mask-interface comfort was their primary concern. The primary issue that we have addressed with the DeltaWave
is the "work of breathing" component. We believe that our DeltaWave is designed to effectively address the stubborn issues
that continue to affect a patient's ability to comply with treatment, as follows: does not disrupt normal breathing mechanics; is
not claustrophobic; causes zero work of breathing (WOB); minimizes or eliminates drying of the sinuses; uses less driving pressure; and
allows users to feel safe and secure while sleeping.

 Results of Operations

 Year Ended December 31, 2024 Compared to
the Year Ended December 31, 2023

 Revenues

 We began to sell our ResPlus
CPAP system in the second quarter of 2022.

 We recognized revenue and cost of goods of $117,185 and $99,147, respectively
for the year ended December 31, 2024. We saw a decrease in sales in the current period due to both the number of sales but also due to
fewer sales for multiple units.

 We recognized revenue and cost of goods of $203,718
and $960,457, respectively for the year ended December 31, 2023. Our cost of goods sold includes impairment expense of $738,113 for the
write down of inventory on hand.

 Operating Expenses

 Professional fees were $114,865 and $116,362 for
the years ended December 31, 2024 and 2023, respectively, a decrease of $1,497, or 1.3%. Professional fees consist mostly of accounting,
audit and legal fees.

 Compensation expense was $143,000 and $172,000
for the years ended December 31, 2024 and 2023, respectively, a decrease of $29,000, or 16.9%. On June 1, 2023, Mr. Bird resigned from
all positions with the Company, this resulted in a $40,000 decrease to compensation expense. Our COO also increased his work hours for
an additional $11,000 of compensation expense.

 Development expenses related to our DeltaWave CPAP system was $187,445
and $294,819 for the years ended December 31, 2024 and 2023, respectively, a decrease of $107,374 or 36.4%. Our development expenses has
decreased in the current period as we got closer to completing the development, testing and final FDA approval of our DeltaWave product.

 Lease expense was $96,905 and $136,320 for the
years ended December 31, 2024 and 2023, respectively, a decrease of $39,415, or 28.9%. In the prior year the Company rented an apartment
used by Company personnel. The apartment was a monthly, short-term rental.

 General and administrative expense (" G&A")
 were $269,371 and $295,402 for the years ended December 31, 2024 and 2023, respectively, a decrease of $26,031 or 8.8%.

 Total other expense for the year ended December
31, 2024, was $284,449, which includes interest expense of $143,146 (includes $135,315 amortization of debt discount), a loss on disposal
of fixed assets of $159,593, an early payment penalty of $16,574 and a loss on the issuance of convertible debt of $6,473. These expenses
were offset by a $14,270 gain on conversion of debt and a change in the fair value of derivatives of $27,067.

 Total other expense for the year ended December
31, 2023, was $6,196. Other expenses include interest expense of $7,090 and a gain on disposal of an asset of $894.

 Net Loss

 For the year ended December 31, 2024, we had a net loss of $1,077,997
as compared to a net loss of $1,777,838 for the year ended December 31, 2023.

 Liquidity and Capital Resources

 Cash flow from operations

 Cash used in operating activities for the year
ended December 31, 2024 was $683,057 as compared to $791,329 of cash used in operating activities for the year ended December 31, 2023.

 Cash Flows from Investing

 Cash used in investing activities for the purchase of equipment and
tooling for the year ended December 31, 2024 was $124,700 as compared to $147,628 of cash used in investing activities for the year ended
December 31, 2023.

 Cash Flows from Financing

 For the year ended December 31, 2024, we received
$225,000 from convertible notes payable and repaid $93,000. We also received $420,000 from the sale of common stock. For the year ended
December 31, 2023, we repaid $183,931 of a related party loan.

 Going Concern

 The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The
Company has an accumulated deficit of $15,270,756 at December 31, 2024, had a net loss of $1,077,997 and net cash used in operating activities
of $683,057 for the year ended December 31, 2024. The Company's ability to raise additional capital through the future issuances
of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company's
contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company
to continue operations. These conditions and the ability to successfully resolve these factors over the next twelve months raise substantial
doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments
that may result from the outcome of these aforementioned uncertainties.

 Critical Accounting Policies

 The Company considers its accounting for the fair
value of financial instruments, revenue recognition, accounts receivable, allowance for doubtful accounts and inventory among its critical
accounting policies. The Company maintains an allowance for doubtful accounts to reflect management's estimate of the amount of
receivables that will not be collected. This estimate is considered a critical accounting estimate due to the subjectivity involved in
evaluating the collectability of accounts receivable. The fair value measurement of derivative instruments is also one of our critical
accounting estimates due to the complexity and subjectivity involved. These estimates often require the use of valuation models that rely
on unobservable inputs. Refer to Note 2 of our financial statements contained elsewhere in this Form 10-K for a more detail description
of each, and a summary of all our critical accounting policies and recently adopted and issued accounting standards.

 Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

 We are a smaller reporting company as defined
by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Report of Independent Registered
 Public Accounting Firm (Firm ID # 05525)

 Balance Sheets as of December 31, 2024 and 2023

 Statements of Operations for the Years ended December
 31, 2024 and 2023

 Statements of Stockholders' Equity (Deficit) for
 the Years ended December 31, 2024 and 2023

 Statements of Cash Flows for the Years ended December
 31, 2024 and 2023

 Notes to Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and Shareholders of REMSleep Holdings, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
of REMSleep Holdings, Inc. ("the Company") as of December 31, 2024 and 2023, and the related statements of operations, stockholders'
equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively
referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2024 and 2023 and the results of its operations and its cash flows for each of the years in
the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has
an accumulated deficit, net loss, and net cash used in operating activities. These factors, among others, raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in
Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are matters arising from
the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. We determined that there were no critical audit matters.

 Fruci & Associates II, PLLC – PCAOB ID # 05525

 We have served as the Company's auditor since 2018.

 Spokane, Washington

 April 14, 2025

 F- 2

 BALANCE SHEETS

 2024

 2023

 ASSETS

 Current assets:

 Cash

 $
 463,343

 $
 719,100

 Accounts receivable, net of allowance of $ 7,000 and $ 5,590, respectively

 2,741

 9,025

 Other assets

 9,100

 8,710

 Prepaid – related party

 7,500

 —

 Inventory

 —

 99,147

 Deposit on inventory

 9,050

 —

 Total current assets

 491,734

 835,982

 Other asset

 10,000

 10,000

 Right of use asset

 16,154

 177,796

 Property and equipment, net

 73,809

 182,536

 Total Assets

 $
 591,697

 $
 1,206,314

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current Liabilities:

 Accounts payable

 $
 30,000

 $
 37,000

 Accrued compensation

 46,000

 60,500

 Convertible note payable, net of $ 100,162 debt discount

 16,438

 —

 Accrued interest

 1,406

 —

 Derivative liability

 152,014

 —

 Operating lease liability – current portion

 9,136

 134,438

 Total current liabilities

 254,994

 231,938

 Long Term Liabilities

 Operating lease liability – net of current portion

 —

 43,676

 Total Liabilities

 254,994

 275,614

 Commitments and Contingencies

 —

 —

 STOCKHOLDERS' EQUITY (DEFICIT):

 Series A preferred stock, $ 0.001 par value, 5,000,000 shares authorized, 5,000,000 and issued and outstanding

 5,000

 5,000

 Series B preferred stock, $ 0.001 par value, 5,000,000 shares authorized, 500,000 shares issued

 Series C preferred stock, $ 0.001 par value, 5,000,000 shares authorized, 2,000,000 issued and outstanding

 2,000

 2,000

 Common stock, $ 0.001 par value, 3,000,000,000 shares authorized, 1,523,620,126 and 1,461,616,601 shares issued and outstanding, respectively

 1,523,619

 1,461,615

 Discount to common stock

)

)

 Additional paid in capital

 14,171,048

 13,749,052

 Accumulated Deficit

 ( 15,270,756
)

 ( 14,192,759
)

 Total Stockholders' Equity (Deficit)

 336,703

 930,700

 Total Liabilities and Stockholders' Equity (Deficit)

 $
 591,697

 $
 1,206,314

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

 F- 3

 REMSLEEP
HOLDINGS, INC.
 STATEMENTS OF OPERATIONS

 For the Years Ended

 2024

 2023

 Revenue

 $
 117,185

 $
 203,718

 Cost of goods sold

 99,147

 960,457

 Gross margin

 $
 18,038

 $
 ( 756,739
)

 Operating Expenses:

 Professional fees

 $
 114,865

 $
 116,362

 Compensation expense – related party

 143,000

 172,000

 Development expense

 187,445

 294,819

 Lease expense

 96,905

 136,320

 General and administrative

 269,371

 295,402

 Total operating expenses

 811,586

 1,014,903

 Loss from operations

 $
 ( 793,548
)

 $
 ( 1,771,642
)

 Other income (expense):

 Interest expense

 ( 143,146
)

 ( 7,090
)

 Gain (loss) on disposal of fixed assets

 ( 159,593
)

 Gain on conversion

 14,270

 —

 Early payment penalty

 ( 16,574
)

 —

 Loss on issuance of convertible debt

 ( 6,473
)

 —

 Change in fair value of derivative

 27,067

 —

 Total other expense

 ( 284,449
)

 ( 6,196
)

 Loss before income taxes

)

)

 Provision for income taxes

 —

 —

 Net Loss

 $
)

 $
)

 Net loss per share, basic and diluted

 $
 ( 0.00
)

 $
 ( 0.00
)

 Weighted average common shares outstanding, basic and diluted

 1,476,557,436

 1,461,616,601

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

 F- 4

 REMSLEEP
HOLDINGS, INC.
 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
 FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 Series A
 Preferred Stock

 Series B
 Preferred Stock

 Series C
 Preferred Stock

 Common Stock

 Discount to
 Common

 Additional
 Paid-in

 Accumulated

 Shares

 Amount

 Shares

 Amount

 Shares

 Amount

 Shares

 Amount

 Stock

 Capital

 Deficit

 Total

 Balance, December 31, 2022

 5,000,000

 $
 5,000

 500,000

 $

 —

 $
 —

 1,461,616,601

 $
 1,461,615

 $
)

 $
 13,751,052

 $
 ( 12,414,921
)

 $
 2,708,538

 Shares issued intangibles – related party

 —

 —

 —

 —

 2,000,000

 2,000

 —

 —

 —

 ( 2,000
)

 —

 —

 Net Loss

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

)

)

 Balance, December 31, 2023

 5,000,000

 5,000

 500,000

 2,000,000

 2,000

 1,461,616,601

 1,461,615

)

 13,749,052

 ( 14,192,759
)

 930,700

 Common stock sold for cash

 —

 —

 —

 —

 —

 —

 57,003,525

 57,004

 —

 362,996

 —

 420,000

 Common stock issued for debt

 —

 —

 —

 —

 —

 —

 5,000,000

 5,000

 —

 59,000

 —

 64,000

 Net Loss

 —

 —

 —

 —

 —

 —

 —

 —

 —

)

)

 Balance, December 31, 2024

 5,000,000

 $
 5,000

 500,000

 $

 2,000,000

 $
 2,000

 1,523,620,126

 $
 1,523,619

 $
)

 $
 14,171,048

 $
 ( 15,270,756
)

 $
 336,703

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

 F- 5

 STATEMENTS OF CASH FLOWS

 For the Years Ended

 2024

 2023

 Cash Flows from Operating Activities:

 Net loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation expense

 73,834

 102,198

 Inventory impairment

 —

 738,113

 Change in fair value of derivative

 ( 27,067
)

 —

 Loss on issuance of convertible debt

 6,473

 —

 Discount amortization

 135,316

 —

 Operating lease expense

 ( 7,336
)

 32,078

 Loss on disposal of fixed assets

 159,593

 Bad debt expense

 1,410

 Gain on conversion

 ( 14,270
)

 —

 Changes in Operating Assets and Liabilities:

 Accounts receivable

 4,874

 2,673

 Prepaid compensation - – related party

 ( 7,500
)

 —

 Prepaids and other assets

 ( 390
)

 ( 8,710
)

 Inventory

 99,147

 218,747

 Deposit on inventory

 ( 9,050
)

 —

 Accounts payable

 ( 7,000
)

 ( 17,845
)

 Accrued compensation – related party

 ( 14,500
)

 8,500

 Accrued interest

 1,406

 ( 90,119
)

 Net cash used by operating activities

 ( 683,057
)

 ( 791,329
)

 Cash Flows from Investing Activities:

 Purchase of property and equipment

 ( 124,700
)

 ( 147,628
)

 Net cash used by investing activities

 ( 124,700
)

 ( 147,628
)

 Cash Flows from Financing Activities:

 Proceeds from convertible note payable

 225,000

 —

 Repayment of convertible note payable

 ( 93,000
)

 —

 Proceeds from the sale of common stock

 420,000

 —

 Repayment of loans – related party

 —

 ( 183,931
)

 Net cash provided (used) by financing activities

 552,000

 ( 183,931
)

 Net change in cash

 ( 255,757
)

 ( 1,122,888
)

 Cash at beginning of the year

 719,100

 1,841,988

 Cash at end of the year

 $
 463,343

 $
 719,100

 Supplemental cash flow information:

 Interest paid in cash

 $
 6,426

 $
 —

 Taxes paid

 $
 —

 $
 —

 Supplemental disclosure of non-cash activity:

 Debt discount to be amortized

 $
 100,162

 $
 —

 Series C preferred stock issued for intangibles – related party

 $
 —

 $
 2,000

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

 F- 6

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

 NOTE 1 – BACKGROUND

 Business Activity

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

 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

 The Company's financial statements have
been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

 Use of Estimates

 The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those estimates.

 Concentrations of Credit Risk

 We maintain our cash in bank deposit accounts,
the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently
have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation
insurable amount ("FDIC"). As of December 31, 2024 and 2023, the Company had $ 213,343 and $ 469,100 above the FDIC's
$ 250,000 coverage limit, respectively.

 Cash Equivalents

 The Company considers all highly liquid investments
with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the years ended December
31, 2024 and 2023.

 Property and Equipment

 Fixed assets are carried at the lower of cost
or net realizable value. All fixed assets with a cost of $ 2,000 or greater are capitalized. Depreciation of property and equipment is
calculated using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Leasehold
improvements are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset. Major betterments
that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets
are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss
is recognized in operations.

 Basic and Diluted Earnings Per Share

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

 F- 7

 As of December 31, 2024, the Company had approximately 5,000,000 potentially
dilutive shares from Series A preferred stock, 50,000,000 from Series B preferred stock, 600,000,000 from Series C preferred stock and
 30,257,949 potentially dilutive shares from convertible debt.

 As of December 31, 2023, the Company had potentially
dilutive shares of common stock of 5,000,000 shares from Series A preferred stock, 50,000,000 from Series B preferred stock and 600,000,000
from Series C preferred stock.

 Stock-Based Compensation

 In June 2018, the FASB issued ASU 2018-07, Compensation
– Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to
account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December
15, 2018, and interim periods within those annual periods.

 Fair Value of Financial Instruments

 The Company follows paragraph 825-10-50-10 of
the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of
the FASB Accounting Standards Codification ("Paragraph 820-10-35-37") to measure the fair value of its financial instruments.
Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States
of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value
measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation
techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices
(unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of
fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 Level 1:

 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

 Level 2:

 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

 Level 3:

 Pricing inputs that are generally unobservable inputs and not corroborated by market data.

 The carrying amount of the Company's financial
assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity
of those instruments. The Company's notes payable approximate the fair value of such instruments as the notes bear interest
rates that are consistent with current market rates.

 Total Fair
 Value at
 2024

 Quoted prices
 in active
 markets
 (Level 1)

 Significant
 other
 observable
 inputs

(Level 2)

 Significant
 unobservable
 inputs

 (Level 3)

 Derivative liabilities

 $
 152,014

 $
 —

 $
 —

 $
 152,014

 Revenue Recognition

 The Company recognizes revenue under ASC 606,
"Revenue from Contracts with Customers" ("ASC 606"). The Company determines revenue recognition through the following
steps:

 Identification of a contract with a customer;

 Identification of the performance obligations in the contract;

 Determination of the transaction price;

 Allocation of the transaction price to the performance obligations in the contract; and

 Recognition of revenue when or as the performance obligations are satisfied.

 When the product ships control of the promised goods is transferred to the customers and the revenue is recognized.

 Warranties

 The Company is currently selling its ResPlus Auto
CPAP Machine ("ResPlus"). The ResPlus is imported by the Company and sold primarily to Durable Medical Equipment companies
to patients with sleep apnea. The manufacturer warranties the unit for 2 years parts and labor. During the last twelve months the Company
has received back eight units for warranty repair, out of approximately 1,000 units sold. As of December 31, 2024, there is no accrual
for warranty expense due to the low cost of replacement to date. If returns are to increase, management will determine if it needs to
account for the cost of returns and establish a warranty accrual.

 F- 8

 Accounts Receivable

 Revenues that have been recognized but not yet received are
recorded as accounts receivable. The Company estimates credit losses based on the Current Expected Credit Losses (CECL) model as required
by ASC 326. The allowance for credit losses is based on a variety of factors, including historical loss experience, current conditions,
and reasonable and supportable forecasts of future economic conditions. An allowance for estimated uncollectible amounts will be recognized
to reduce the amount of receivables to its net realizable value when needed. Based on collection experience and periodic reviews of outstanding
receivables, the Company determines if it needs to adjust its allowance. As of December 31, 2024, all the accounts receivable balance
is due from one customer. As of December 31, 2024 and 2023, management has determined that an allowance for doubtful account is
required of $ 7,000 and $ 5,590, respectively, for amounts that may not be collectible.

 Inventories

 Inventories are stated at the lower of cost or
net realizable value. Inventory on hand consists of finished goods purchased from third parties. When there is evidence that the inventory's
value is less than original cost, the inventory is reduced to market value. We determine market value on current resale amounts and whether
technological obsolescence exists. As of December 31, 2023, the Company determined that the value of its inventory had fallen below cost
and required impairment down to market value. As a result we recognized impairment expense of $ 738,113 for the year ended December 31,
2023. No impairment expense was recognized for the year ended December 31, 2024.

 Recently Adopted Accounting Pronouncements

 In November 2023, the FASB issued ASU 2023-07,
Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information
on an annual and interim basis, primarily disclosure of significant segment expense categories and amounts for each reportable segment.
The new standard is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning
after December 15, 2024. The Company adopted ASU 2023-07 in the annual financial statements for the year ended December 31, 2024, and
for interim periods beginning in 2025. The adoption of ASU 2023-07 did not have a significant impact on the Company's financial
statements.

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

 NOTE 3 – GOING CONCERN

 The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The
Company has an accumulated deficit of $ 15,270,756 at December 31, 2024, had a net loss of $ 1,077,997 and net cash used in operating activities
of $ 683,057 for the period ended December 31 2024. The Company's ability to raise additional capital through the future issuances
of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company's
contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company
to continue operations. These conditions and the ability to successfully resolve these factors over the next twelve months raise substantial
doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments
that may result from the outcome of these aforementioned uncertainties.

 The Company received its FDA 510k approval for
its DeltaWave product on July 2, 2024. We expect to have product inventory ready for the market in the second quarter of 2025. The Company
will continue to finance its operations through debt and/or equity financing as needed.

 NOTE 4 – PROPERTY & EQUIPMENT

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

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

 Maintenance and repair expenses, as incurred,
are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable
to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income.

 F- 9

 Assets stated at cost, less accumulated depreciation consisted of the
following:

 2024

 2023

 Furniture/fixtures

 $
 39,746

 $
 39,746

 Office equipment

 43,780

 43,780

 Automobile

 37,410

 37,410

 Tooling/Molds

 86,205

 214,454

 Less: accumulated depreciation

 ( 133,332
)

 ( 152,854
)

 Fixed assets, net

 $
 73,809

 $
 182,536

 During the year ended December 31, 2024, the Company
wrote off certain molds that were no longer in use, resulting in a loss on disposal of fixed assets of $ 159,593.

 Depreciation expense

 Depreciation expense for the years ended December
31, 2024 and 2023 was $ 73,834 and $ 102,198, respectively.

 NOTE 5 – CONVERTIBLE NOTE PAYABLE

 On January 10, 2024, the Company issued a 10 % Convertible Promissory
Note (the "Note") for $ 143,000 to 1800 Diagonal Lending LLC ("1800 Diagonal"). The Note includes an OID of $ 18,000
and matures on January 10, 2025. The OID includes $ 5,000 withheld for legal fees. The Note is convertible into shares of common stock,
beginning 180 days after the issue date, at a 25 % discount to the average of the three lowest trades during the ten days prior to the
date of conversion. The Company recorded an original debt discount of $ 118,887 ($ 18,000 OID, $ 100,877 from derivative) to be amortized
over the one-year term of the loan. On July 16, 2024, 1800 Diagonal converted $ 50,000 of principal into 5,000,000 shares of common stock.
On July 24, 2024, the remaining principal and interest of $ 93,000 and $ 6,246, respectively, was repaid, along with an additional $ 16,574
early payment penalty fee.

 During the year ended December 31, 2024, $ 118,877
was amortized to interest expense. The debt discount balance as of December 31, 2024, is $ 0.

 On November 18, 2024, the Company issued a 10 %
Convertible Promissory Note for $ 116,600 to 1800 Diagonal. The Note includes an OID of $ 16,600 and matures on August 30, 2025. The OID
includes $ 6,000 withheld for legal fees. The Note is convertible into shares of common stock, beginning 180 days after the issue date,
at a 25 % discount to the average of the three lowest trades during the ten days prior to the date of conversion. The Company recorded
an original debt discount of $ 116,600 ($ 16,600 OID, $ 100,000 from derivative) to be amortized over the one-year term of the loan. As of
December 31, 2024, there is $ 116,600 and $ 1,406 of principal and interest, respectively, due on the loan.

 During the year ended December 31, 2024, $ 16,438
was amortized to interest expense. The debt discount balance as of December 31, 2024, is $ 100,162.

 A summary of the activity of the derivative liability
for the notes above is as follows:

 Balance at December 31, 2023

 —

 Increase to derivative due to new issuances

 207,350

 Decrease to derivative due to conversion/repayments

 ( 28,269
)

 Derivative gain due to mark to market adjustment

 ( 27,067
)

 Balance at December 31, 2024

 $
 152,014

 F- 10

 A summary of quantitative information about significant
unobservable inputs (Level 3 inputs) used in measuring the Company's derivative liability that are categorized within Level 3 of
the fair value hierarchy as of December 31, 2024 is as follows:

 Inputs

 December 31

2024

 Initial

Valuation

 Stock price

 $

 0.0083

 $

 0.0076 - 0.0162

 Conversion price

 $

 0.0039

 $

 0.0045 - 0.0107

 Volatility (annual)

 111.69

 %

 76.34 – 105.7

 %

 Risk-free rate

 4.24

 %

 4.44 - 4.82

 %

 Dividend rate

 —

 —

 Years to maturity

 0.66

 NOTE 6 – RELATED PARTY TRANSACTIONS

 The Company executed a new employment agreement with Mr. Wood on April 1, 2022. Per the terms of the agreement Mr. Wood is to be compensated
$ 8,000 per month. As of December 31, 2024 and 2023, there is $ 0 and $ 14,500 of accrued compensation, respectively, due to Mr. Wood. During
the years ended December 31, 2024 and 2023, cash payments of $ 95,000 and $ 83,500, respectively, were paid to Mr. Wood. As of December
31, 2024, there is $ 7,500 of prepaid compensation expense for Mr. Wood.

 As of December 31, 2024 and December 31, 2023,
there is $ 46,000 and $ 46,000 of accrued compensation, respectively, due to Russell Bird, the former Chairman. Effective June 1, 2023,
Mr. Bird resigned from all positions with the Company.

 The Company has entered into an at-will consulting
agreement with Jonathan Lane to serve as Chief Technology Officer. During the years ended December 31, 2024 and 2023, the Company made
cash payments to Mr. Lane of $ 47,000 and $ 36,000, respectively.

 During the years ended December 31, 2024 and 2023, the Company paid
$ 31,100 and $ 19,000, respectively, to the brother of the CEO for services related to development of the Company's product. The payments
are accounted for in development expense.

 On September 6, 2023, the Company entered into
an intellectual property assignment agreement (the "IP Purchase Agreement") with Mr. Wood, pursuant to which the Company has
agreed to issue to Mr. Wood a total of 2,000,000 shares of Series C Preferred Stock.

 NOTE 7 – OPERATING LEASES

 The Company entered into a Lease Agreement (the
"Lease") with 14175 Icot Blvd, LLC (the "Lessor"), effective May 1, 2022, relating to approximately 9,677 square
feet of property located at 14175 Icot Blvd, Clearwater, FL 33760. The term of the Lease is for thirty-six (36) months commencing May 1,
2022. The monthly base rent, including tax is $ 8,686.71 for the first twelve (12) months increasing thereafter to $ 9,034.17 for the next
12 months and to $ 12,287.63 for the last 12 months. The Company paid $ 69,494 of advanced rent. The advance rent is to be allocated
equally over the first two years of the lease.

 During the year ended December 31, 2024, it was
agreed that the monthly lease expense would remain at the original $ 8,686.71.

 In February 2016, the FASB issued Accounting Standard
Update ("ASU") 2016-02, Leases (Topic 842), which superseded guidance in ASC 840, Leases. We account for short-term
leases, those lasting fewer than 12 months, using the practical expedient as outlined in the guidance, which does not include recording
such leases on the balance sheet.

 Adoption of Accounting Standard Update ("ASU")
2016-02, Leases (Topic 842), resulted in recording an initial right-of-use ("ROU") assets and operating lease liabilities
of $ 328,803 on May 1, 2022.

 Asset

 Balance Sheet Classification

 2024

 2023

 Operating lease asset

 Right of use asset

 $
 16,154

 $
 177,796

 Total lease asset

 $
 16,154

 $
 177,796

 Liability

 Operating lease liability – current portion

 Current operating lease liability

 $
 9,136

 $
 134,438

 Operating lease liability – noncurrent portion

 Long-term operating lease liability

 —

 43,676

 Total lease liability

 $
 9,136

 $
 178,114

 F- 11

 The operating lease expense for the above agreement
for the year ended December 31, 2024, was $ 96,905 which consisted of amortization expense of $ 88,653 and interest expense of $ 8,252.

 The operating
lease expense for the above agreement for the year ended December 31, 2023, was
$ 136,320 which consisted of amortization expense of $ 103,613, $ 18,928 of prepaid rent and interest expense of $ 13,779.

 During the year ended December
31, 2023, the Company also incurred $ 8,675 of rent expense for an apartment used by Company personnel. The apartment is a monthly,
short-term rental.

 NOTE 8 – COMMON STOCK TRANSACTIONS

 On July 16, 2024, 1800 Diagonal converted $ 50,000 of principal into
 5,000,000 shares of common stock (Note 5).

 During the year ended December
31, 2024, the Company sold 57,003,525 shares of common stock to Quick Capital LLC for total proceeds of $ 420,000.

 NOTE 9 – PREFERRED STOCK

 The Company is currently authorized to issue 5,000,000
shares of Series A Preferred Stock, par value $ 0.001 per share with 1:25 voting rights. The Series A Preferred Stock ranks equal to the
common stock on liquidation, pays no dividend and is convertible to common stock for one share of common for one share of Series A Preferred
Stock.

 The Company is currently authorized to issue 5,000,000
shares of Series B Preferred Stock, par value $ 0.001 per share. Each share of Series B Preferred Stock has a 1:100 voting right and is
convertible into 100 shares of common stock. No dividends will be paid and in the event of liquidation all shares of Series B will automatically
convert into common stock. There are 500,000 shares of Series B Preferred Stock issued and outstanding.

 The Company is currently authorized to issue 5,000,000
shares of Series C Preferred Stock, par value $ 0.001 per share. On July 24, 2023, the Company filed an Amended and Restated Certificate
of Designations of the Series C Preferred Shares. The Series C Preferred may vote on any action upon which holders of the Company's
common stock may vote, and they shall vote together as one class with voting rights equal to eighty one percent ( 81 %) of all the issued
and outstanding shares of common stock of the Company. Each share of Series C Preferred can be converted into 300 shares of the Company's
common stock.

 On September 6, 2023, the Company entered into
an intellectual property assignment agreement (the "IP Purchase Agreement") with Mr. Wood, pursuant to which the Company has
agreed to issue to Mr. Wood a total of 2,000,000 shares of Series C Preferred Stock.

 F- 12

 NOTE 10 – INCOME TAX

 Deferred taxes are provided on a liability method
whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred
tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts
of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has evaluated Staff Accounting
Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21 % is being used.

 The provision for Federal income tax consists of the following December
31:

 2024

 2023

 Federal income tax benefit attributable to:

 Current Operations

 $
 226,000

 $
 373,000

 Less: valuation allowance

 ( 226,000
)

 ( 373,000
)

 Net provision for Federal income taxes

 $
 -

 $
 -

 The cumulative tax effect at the expected rate of 21 % of significant
items comprising our net deferred tax amount is as follows:

 2024

 2023

 Deferred tax asset attributable to:

 Net operating loss carryover

 $
 3,207,000

 $
 2,980,000

 Less: valuation allowance

 ( 3,207,000
)

 ( 2,980,000
)

 Net deferred tax asset

 $
 -

 $
 -

 At December 31, 2024, the Company had net operating loss carry forwards
of approximately $ 3,207,000 that may be offset against future taxable income. NOLs from tax years up to 2017 can be carried forward twenty
years. Under the CARES Act, the Company carry forward NOLs indefinitely for NOLs generated in a
tax year beginning after 2017, that remain after they are carried back to tax years in the five-year carryback period. No tax benefit
has been reported in the December 31, 2024 financial statements since the potential tax benefit is offset by a valuation allowance of
the same amount.

 Due to the change in ownership provisions of the
Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations.
Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. With few exceptions, the
Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2016.

 NOTE 11 – SUBSEQUENT EVENTS

 In accordance with SFAS 165 (ASC 855-10) management
has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined
that it has the following material subsequent event to disclose in these financial statements.

 On February 7, 2025, the Company issued a 10 %
Convertible Promissory Note (the "Note") for $ 66,000 to 1800 Diagonal Lending LLC. The Note includes an OID of $ 6,000 and
matures on November 15, 2025. The Note is convertible into shares of common stock, beginning 180 days after the issue date, at a 25 % discount
to the average of the three lowest trades during the ten days prior to the date of conversion.

 F- 13

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM 9A. CONTROLS AND PROCEDURES

 Management's Report Disclosure Controls
and Procedures

 During the fourth quarter of the year ended December
31, 2024, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive
officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that,
as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information
required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the required time periods specified in the Commission's rules and forms and is accumulated and communicated to our
management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding
required disclosure.

 Our principal executive officer and principal
financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud.
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives
of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the
benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

 To address the material weaknesses, we performed
additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this annual report have
been prepared in accordance with generally accepted accounting principles. In addition, we engaged accounting consultants to assist
in the preparation of our financial statements. Accordingly, management believes that the financial statements included in this report
fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

 Management's Report on Internal Control
over Financial Reporting

 Internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is a process designed by, or under the supervision of, our principal
executive and principal financial officers, and effected by our board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. The management is responsible for establishing and maintaining adequate internal control
over our financial reporting. Under the supervision and with the participation of our management, including our principal executive officer
and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using
the Internal Control – Integrated Framework (2013) developed by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our internal control
over financial reporting were not effective as of December 31, 2024.

 We are aware of the following material weaknesses in internal controls over financial reporting that could adversely
affect the Company's ability to record, process, summarize and report financial data:

 Due to our size and limited resources, we currently do not employ the
appropriate accounting personnel to ensure (a) we maintain proper segregation of duties, (b) that all transactions are entered timely
and accurately, (c) we properly account for complex or unusual transactions, and (d) maintain accounting records and review and approval
of those accounting records.

 Due to our size and scope of operations, we currently do not have an independent audit committee in place

 Due to our size and limited resources, we have not properly documented a complete assessment of the effectiveness of the design and operation of our internal control over financial reporting.

 Inherent limitations on effectiveness of controls

 Internal control over financial reporting has
inherent limitations, which include but is not limited to the use of independent professionals for advice and guidance, interpretation
of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal
control over financial reporting is a process, which involves human diligence and compliance and is subject to lapses in judgment and
breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper
management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements
on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design
into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide
only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

 Changes in Internal Control over Financial
Reporting

 There have been no changes in our internal controls
over financial reporting that occurred during the fourth quarter of the year ended December 31, 2024, that have materially or are reasonably
likely to materially affect, our internal controls over financial reporting.

 ITEM 9B. OTHER INFORMATION

 None

 Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS

 None.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors and Executive Officers

 The names of our director and executive officers
as of December 31, 2024, their ages, positions, and biographies are set forth below. Our executive officers are appointed by, and serve
at the discretion of, our board of directors.

 Name

 Age

 Position(s)

 Tom Wood

 Chief Executive Officer and Director

 Jonathan B. Lane

 Vice President and Chief Technology Officer

 Thomas J. Wood has been
our Chief Executive Officer and Director effective January 1, 2015. From May 23, 2013 to the present, he has been the Managing Member
of 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 also
include the Nasal Aire II and Petite Nasal Aire. Tom has 25 years of experience as a respiratory therapist in the ICU at Baylor Medical
Center and Parkland Memorial hospitals in Dallas, Texas. He also worked for two years with the Muscular Dystrophy Association, responsible
for respiratory care for patients with Amyotrophic Lateral Sclerosis.

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

 Indemnification of Directors and Officers

 Our Articles of Incorporation and Bylaws both
provide for the indemnification of our officers and directors, to the fullest extent, permitted by Nevada law.

 Compliance with Section 16(a) of the Exchange Act

 Section 16(a) of the Securities Exchange Act of
1934 requires our directors, executive officers and persons who own more than ten percent of our common stock, to file with the SEC initial
reports of ownership and reports of changes in ownership of common stock. Officers, directors and ten-percent or greater beneficial
owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based upon a review of
those forms and representations regarding the need for filing for the year ended December 31, 2024, we believe all necessary forms have
been filed.

 Insider Trading

 During the fiscal year ended December 31, 2024,
no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "nonRule 10b5-1 trading
arrangement," as each term is defined in Item 408(a) of Regulation S-K.

 Board Composition

 Our Board of Directors currently consists of Thomas
J. Wood. Directors of the Company serves until the next annual meeting of stockholders and until his successor is elected and duly qualified,
or until his earlier death, resignation or removal. Our board is authorized to appoint 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.

 Director Independence

 We currently do not have any independent directors,
as the term "independent" is defined in Section 803A of the NYSE Amex LLC Company Guide. Since the OTC Markets does not have
rules regarding director independence, the Board makes its determination as to director independence based on the definition of "independence"
as defined under the rules of the New York Stock Exchange ("NYSE") and American Stock Exchange ("Amex").

 Board Committees

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

 Board Leadership Structure and Risk Oversight

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

 Code of Ethics

 We have not adopted a code of ethics due to our
limited size. We intend to adopt a code of ethics when warranted.

 ITEM 11. EXECUTIVE COMPENSATION

 Summary Compensation

 The following table provides information as to
cash compensation of all executive officers of the Company, for each of the Company's last two fiscal years.

 SUMMARY COMPENSATION TABLE

 Stock

 Option

 Non-Equity
 Incentive Plan

 Nonqualified
 Deferred Compensation

 All Other

 Name and

 Salary

 Bonus

 Awards

 Awards

 Compensation

 Earnings

 Compensation

 Total

 principal position

 Year

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 Russell Bird (1)

 (former Chairman)

 2023

 $
 44,000

 $

 $

 $

 $

 $

 $

 $
 44,000

 Tom Wood

 2024

 $
 95,000

 $

 $

 $

 $

 $

 $

 $
 95,000

 (Chief Executive Officer)

 2023

 $
 83,500

 $

 $

 $

 $

 $

 $

 $
 83,500

 Jonathan B. Lane

 2024

 $
 47,000

 $

 $

 $

 $

 $

 $

 $
 47,000

 (Vice President and Chief Technology Officer)

 2023

 $
 36,000

 $

 $

 $

 $

 $

 $

 $
 36,000

 (1)

 Effective June 1, 2023, Mr. Bird resigned from all positions with the Company.

 Outstanding Equity Awards at Fiscal Year End.
There were no outstanding equity awards as of December 31, 2024.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS

 The following table sets forth, as of April 2,
2024, certain information with respect to the beneficial ownership of shares of our common stock by: (i) each person known to us to be
the beneficial owner of more than five percent (5%) of our outstanding shares of common stock, (ii) each director or nominee for director
of our Company, (iii) each of the executives, and (iv) our directors and executive officers as a group. Unless otherwise indicated, the
address of each shareholder is c/o our company at our principal office address:

 Name and Address of Beneficial Owner (1)(2)

 Shares of

 Common Stock

 Percent of

 Class

 Russell Bird, former Chairman (3)

 26,219,494

 1.72
 %

 Tom Wood, CEO (4)

 25,969,494

 1.78
 %

 Jonathan B. Lane, COO

 1,000,000

 *

 All Officers and Directors as a Group (3 persons)

 53,188,988

 3.57
 %

 *

 - less than 1%

 (1)

 Beneficial ownership is calculated based on 1,523,620,126 shares of common stock issued and outstanding as of the date hereof, together with securities exercisable or convertible into such shares within sixty (60) days of the date hereof for each stockholder. The shares of common stock issuable pursuant to those convertible securities, options or warrants are deemed outstanding for computing the percentage ownership of the person holding such convertible securities, options or warrants but are not deemed outstanding for the purposes of computing the percentage ownership of any other person.

 (2)

 The address for each of the officers and directors is c/o Remsleep Holding, Inc., 14175 ICOT Blvd, Suite 300, Clearwater, FL 33760.

 (3)

 Russell Bird also owns 2,500,000 Preferred A Shares, which shares may be converted on a 1 to 1 basis. No Preferred A Shares have been converted. He also owns 250,000 Preferred B Shares, which shares may be converted on a 1 to 100 basis. No Preferred B Shares have been converted.

 (4)

 Tom Wood also owns 2,500,000 Preferred A Shares, which shares may be
converted on a 1 to 1 basis. No Preferred A Shares have been converted. He also owns 250,000 Preferred B Shares, which shares may be converted
on a 1 to 100 basis. No Preferred B Shares have been converted. He also owns 2,000,000 Preferred C Shares, which shares may be converted
on a 1 to 300 basis. No Preferred C Shares have been converted.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

 The Company executed a new employment agreement
with Mr. Wood on April 1, 2022. Per the terms of the agreement Mr. Wood is to be compensated $8,000 per month. As of December 31, 2024
and 2023, there is $0 and $14,500 of accrued compensation, respectively, due to Mr. Wood. During the years ended December 31, 2024 and
2023, cash payments of $95,000 and $83,500, respectively, were paid to Mr. Wood. As of December 31, 2024, there is $7,500 of prepaid compensation
expense for Mr. Wood.

 As of December 31, 2024 and December 31, 2023,
there is $46,000 and $46,000 of accrued compensation, respectively, due to Russell Bird, the former Chairman. Effective June 1, 2023,
Mr. Bird resigned from all positions with the Company.

 The Company has entered into an at-will consulting
agreement with Jonathan Lane to serve as Chief Technology Officer. During the years ended December 31, 2024 and 2023, the Company made
cash payments to Mr. Lane of $47,000 and $36,000, respectively.

 During the years ended December 31, 2024 and 2023,
the Company paid $31,100 and $19,000, respectively, to the brother of the CEO for services related to development of the Company's
product.

 On September 6, 2023, the Company entered into
an intellectual property assignment agreement (the "IP Purchase Agreement") with Mr. Wood, pursuant to which the Company has
agreed to issue to Mr. Wood a total of 2,000,000 shares of Series C Preferred Stock.

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 Audit Fees

 The aggregate fees billed for professional services
rendered by our auditor Fruci & Associates II, PLLC for the audit and review of our financial statements for the fiscal years ended
December 31, 2024 and 2023 amounted to $52,595 and $53,279, respectively.

 Audit-Related Fees

 Our principal accountant rendered assurance
and related services reasonably related to the performance of the audit or review of our financial statements in the amount of $0 and
$0, respectively.

 Tax Fees

 The aggregate fees billed for professional services
rendered by our principal accountant for the tax compliance for the years ended December 31, 2024 and 2023 was $6,000 and $6,221, respectively.

 All Other Fees

 During the fiscal years ended December 31, 2024
and 2023, there were no fees billed for products and services provided by the principal accountant other than those set forth above.

 ITEM 15. EXHIBITS

 Exhibit

Number

 Description

 4.1

 Description of Registered Securities (*)

 31.1

 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)

 32.1

 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 (*)
 Filed
herwith

 ITEM 16. FORM 10-K SUMMARY

 None.

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 REMSleep Holdings, Inc

 By:

 /s/ Tom Wood

 Tom Wood

 Chief Executive Officer, Director

 Date:

 April 14, 2025

 2024-06-30

 2025-04-14

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