RemSleep Holdings, Inc. (OTCMKTS:RMSL) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On March 30, 2015, RemSleep Holdings, Inc. entered into an
exchange agreement to purchase 50% of the outstanding interests
of RemSleep LLC in exchange for 50,000,000 common shares of
RemSleep Holdings, Inc.s stock. An Addendum was later completed
clarifying that the effective date of the acquisition was 12:00
am January 1, 2015. RemSleep LLC is now a wholly-owned subsidiary
of RemSleep Holdings, Inc. and RemSleep Holdings, Inc. has
acquired the business and operations of RemSleep LLC. The
Exchange Agreement contains customary representations,
warranties, and conditions. The Exchange Agreement is attached
hereto as Exhibit 99 and the Addendum as 99.1.

Info on RemSleep Holdings, LLC

Sleep apnea is a condition that affects millions of people in the
United States alone. An increasingly sedentary life>

RemSleep, Inc. (the Company) has patented a new,
innovative sleep apnea product that will meet multiple market
needs and be able to reach a large percentage of patients
worldwide. RemSleep was founded by three principals with over 35
years of sleep-industry experience, including working at some of
the pioneering companies. They have substantial direct knowledge
of all current continuous positive airway pressure (CPAP)
equipment on the market and what it is lacking. This expertise
led to the invention of the DeltaWave CPAP interface.

The goal of RemSleep is to achieve optimum compliance and comfort
for CPAP patients. Years of research and development have led to
the revolutionary DeltaWave CPAP interface, a design that
addresses the stubborn issues that continue to affect a patients
ability to comply with treatment. The DeltaWave interface does
not disrupt normal breathing mechanics, is not claustrophobic,
causes virtually 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.

RemSleep is confident that DeltaWaves unique design will provide
patients with a more compliant CPAP interface that provides
improved comfort, ease of use, and encourages deep restful sleep.
The market for sleep treatment and equipment was $7.96 billion in
2011 and will reach a projected $19.72 billion by 2017, 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.

The DeltaWave will be launched into the U.S. market first, while
CE marking is obtained. RemSleep has already begun discussions
with potential industry distributor partners in the U.S., and has
received strong interest from a potential distribution partner in
Germany that has sales channels/distribution partners throughout
the EU. They have no current product like the RemSleep DeltaWave
and are awaiting samples for evaluation. RemSleep has also been
in contact with two internet retailers. One sells directly to
patients online (the largest internet reseller of sleep
products), and the other is working with trucking firms (selling
direct to drivers).

RemSleeps founders have extensive experience in the sleep
industry, and have direct experience in starting companies and
introducing unique products. CEO Russell Bird, for example, found
great success with start-ups Medical Gases Australia and Medical
Industries America (both started out of garages before being
multimillion-dollar ventures). Tom Wood has product-development
experience with 18 US patents. The two founders have worked in
collaboration for more than 10 years and are now focused on
bringing to market the best-in-class DeltaWave CPAP interface,
with the goal of becoming a leading product manufacturer and
distributor in this fast-growing global market.

Sleep apnea results in numerous afflictions that affect peoples
day-to-day lives and can eventually contribute to serious health
conditions. While peoples 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 ^{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.}

^{_____________________}

^{1 Markets Markets. Global Sleep Apnea Diagnostics
Therapeutic Devices Market.
http://www.marketsandmarkets.com/PressReleases/sleep-apnea-devices.asp}

^{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 general 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. 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.}

^{RemSleep Holdings has developed an innovative new device to
treat patients with sleep apnea.}

^{The patent-pending DeltaWave product is a nasal-pillows type
interface that will result in better comfort and, therefore,
better compliance. The Delta Wave is 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 RemSleep Holdings
has addressed with the DeltaWave is the work of breathing
component. RemSleep Holdings has virtually eliminated this issue
with its unique design (illustrated below), which is a major
breakthrough.}

^{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. It is projected to
reach over $4 trillion by 2015. By 2022, spending is projected to
reach $5 trillion, or around 20% of GDP, according to the Centers
for Medicare and Medicaid Services. 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 RD spending,
with growth primarily from smaller biopharmaceutical innovators
and medical device manufacturers. The global life science
industry will reach $201 billion in 2014.}

^{Within this market, sleep apnea products have experienced
rapid growth. In the past couple decades there has been a rapid
increase in the 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 life>}

^{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.}

^{_____________________}

^{Frost Sullivan. Sleep apnea market is in need of finer,
ergonomic treatments. June 4, 2014.
http://www.frost.com/prod/servlet/press-release.pag?docid=290951848}

^{Forbes. Annual U.S. Healthcare Spending Hits $3.8
Trillion. Feb. 2, 2014.
http://www.forbes.com/sites/danmunro/2014/02/02/annual-u-s-healthcare-spending-hits-3-8-trillion/}

^{Battelle/RD Magazine. Life Sciences. Dec. 2013.
http://www.rdmag.com/articles/2013/12/industry-breakout-life-sciences}

^{American Academy of Sleep Medicine. Rising prevalence
of sleep apnea in U.S. threatens public health. Sept. 2014.
http://www.aasmnet.org/articles.aspx?id=5043}

^{Markets Markets. Global Sleep Apnea Diagnostics
Therapeutic Devices Market.
http://www.marketsandmarkets.com/PressReleases/sleep-apnea-devices.asp}

^{According to a recent study from San Francisco-based Grand
View Research, diagnostic sleep apnea devices account for over
50% of the overall market:}

^v

^{However, diagnostic devise are expected to lose market share
to therapeutic devices by 2020, which are projected to overtake
market share.}

^v

^{PSG devices contribute over 25% to the overall diagnostic
sleep apnea devices market revenue. PAP devices account for over
20% of the overall therapeutic sleep apnea devices market. Oral
appliances are expected to gain therapeutic devices market
share.}

^v

^{North America dominates the market, accounting for
approximately 75% of overall revenue. This can be attributed to
increased sleep apnea awareness, increased obesity among the
population, sophisticated healthcare infrastructure and high
insurance coverage in the region.}

^v

^{The Asia Pacific sleep apnea devices market is relatively
untapped and has high growth potential over the forecast period,
with the level of awareness projected to increase among patients
and the medical fraternity.}

^{Currently, according to industry insiders, and journals,
there are about 8 million interface products sold in the U.S.
annually, with another 2.5 million being sold in the rest of the
world. The growth rate within this space had dropped, but it
still increasing at a rate of 12-15% annually.}

^{4.1 Market Segmentation}

^{End users in the U.S. and internationally include the
hundreds of thousands of patients on nasal CPAP therapy that are
unhappy with their interface. The majority of these CPAP users
reside in the U.S. There are also millions of people in the US
who are undiagnosed and should be on CPAP if for no other reason
than to prevent the comorbidities of sleep apnea (such as heart
disease). People with adult sleep apnea starve their vital organs
of oxygen at night when they stop breathing, and over the years
this can and most likely will lead to a shorter life span.}

^{Customers need the DeltaWave so that they can breathe
comfortably while on CPAP therapy. An estimated 50-70 million
U.S. adults have sleep or wakefulness disorder, according to the
CDC. In addition:}

^v

^{Approximately 42 million American adults have
sleep-disordered breathing (SDB)}

^v

^{1 in 5 adults has mild obstructive sleep apnea (OSA)}

^v

^{1 in 15 has moderate to severe OSA}

^v

^{9% of middle-aged women and 25% of middle-aged men suffer
from OSA}

^v

^{Prevalence similar to asthma (20 million) and diabetes (23.6
million) in U.S. population}

^v

^{75% of severe SDB cases remain undiagnosed}

^v

^{Undiagnosed moderate to severe sleep apnea in middle-aged
adults may cause $3.4 billion in additional medical costs in the
U.S.}

^v

^{Total economic cost of sleepiness = approximately $4356
billion}

^{____________________}

^{Grand View Research. Sleep Apnea Devices Market Demand
to Grow in Therapeutic Devise Application Segment. Nov. 2014.
http://globenewswire.com/news-release/2014/11/06/680563/10106747/en/Sleep-Apnea-Devices-Market-Demand-To-Grow-In-Therapeutic-Devices-Application-Segment-From-2014-To-2020-New-Report-By-Grand-View-Research-Inc.html}

^{CDC. Insufficient Sleep is a Public Health Epidemic.
http://www.cdc.gov/features/dssleep/}

^{RestMed. Sleep Apnea Facts and Figures.
http://www.resmed.com/us/dam/documents/products/dental/Narval-CC/facts-and-figures/1015527r3_narval-cc-mrd_facts-and-figures_amer_eng.pdf}

^{For RemSleep, customers in the U.S. will typically be
distributors, home care dealers, private sleep labs, internet
providers, physicians and the end users. Internationally, as
noted, the Company will rely on established distributor networks.
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.}

^{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).}

^{The sleep apnea devices market is highly consolidated, with
ResMed and Philips Respironics accounting for a considerable
percentage of the overall revenue. Other manufacturers include
Natus Medical, Fisher Paykel Healthcare, DeVilbiss Healthcare,
and CareFusion.}

^{For instance, ResMed is the market leader (with ~45% of
market share), followed by Philips (30%), and Fisher/Paykel
(12%). The remaining 13% of the market space is being divided up
between many other small players (InnoMed, DeVilbiss, Drive, and
TAP, just to name a few). These companies all focus on a full
range of sleep products.}

^{RemSleep will be competitive with these companies and others
in the area of performance, with the superiority of the DeltaWave
a clear differentiating factor. Once distribution begins,
distributors, sleep clinics, and end users will benefit from the
increased comfort and resulting compliance from using the
DeltaWave. If necessary, the Company can also compete pricewise
due to the low manufacturing and distribution cost of the
DeltaWave; however, it will be priced as a premium product
initially.}

^Management

^{RemSleep is operated by a team of highly skilled,
entrepreneurial-minded leaders who are accomplished
sleep-industry professionals with a track record of
results-driven success in building businesses and developing new
products. They bring with them exceptional business acumen,
coupled with an in-depth knowledge and understanding of the sleep
industry, sleep apnea products, and their market dynamics.}

^{Co-founders Russell Bird and Tom Wood combined have more
than 35 years experience in the sleep industry and specifically
with CPAP therapy. They have an extensive knowledge and
understanding of CPAP and the challenges of patient compliance.
Russell Bird and Tom Wood have been working on the design and
development of the DeltaWave for approximately 30 months. During
this period Russell has invested approximately $200,000 in
finalizing the design with the assistance of Jonathan Lane. Final
tooling in China is pending, with latest designed samples
arriving in February 2015.}

^{Management is further detailed below:}

^v

^{Russell Bird, President and CEO: Highly
successful owner and operator of multiple businesses, offering
sleep apnea interfaces, devices, and other respiratory equipment
and supplies. In 1979 he founded Medical Gases Australia, growing
it into a thriving national business by 1984. During this time he
met Dr. Collin Sullivan, who became the Grandfather of CPAP
therapy. In partnership with him, Medical Gases Australia placed
the first patients in the world on CPAP therapy. He then started
Medical Industries of America in 1985 and began to design, build,
manufacture, market and sell its own products. The company grew
from zero sales to a $25M company in 15 years.}

^{_____________________}

^{IBISWorld. Sleep Disorder Clinics in the U.S. Aug.
2014.
http://www.ibisworld.com/industry/sleep-disorder-clinics.html}

^{AMA. Physician Characteristics and Distribution in the
US.
http://wdn.ipublishcentral.net/impelsys549/viewinside/1762471537873}

^{American Hospital Association. Fast Facts on US
Hospitals.
http://www.aha.org/aha/resource-center/Statistics-and-Studies/fast-facts.html}

^{First Research. Home Health Services. Oct. 2014.
http://www.firstresearch.com/Industry-Research/Home-Health-Care-Services.html}

^v

^{Ken Godish, MBA Senior sales management and
business development specialist. High level successful experience
with top therapy and diagnostic device manufacturers in the Sleep
Disordered Breathing (SDB) delivering product solutions through
OEM, indirect and direct distribution. Substantial expertise in
market research and channels planning to enable successful
Go-To-Market planning, resourcing and implementation. Verifiable
track record of sales achievements and profitability}

^v

^{Tom Wood, Product Development: Tom has been
awarded several U.S. patents. He is the inventor and developer of
Nasal Aire, which won the 2004 Frost and Sullivan Award for
Product Innovation. US Patents also include the Nasal Aire II and
Petite Nasal Aire, among any others. Tom has 25 years of
experience as a respiratory therapist in the ICU at Baylor
Medical Center and Parkland Memorial hospitals in Dallas, TX. He
also worked for two years with the Muscular Dystrophy
Association, responsible for respiratory care for patients with
Amyotrophic Lateral Sclerosis.}

^v

^{Ken Stead, COO, Director of Public
Relations: Ken Stead has 15 years of experience in
management. Ken served as CEO of two public companies. He brings
extensive experience and management skills in the daily
operations of a public company, managing shareholder
communications and public relations.}

^v

^{Jon Lane, Chief Engineer: Worked for
various Fortune 500 companies. He has over 30 years of experience
providing engineering/designing services for: Boeing-Rockwell,
Gulfstream Aerospace, General Dynamics, Bell Helicopter,
Lockheed-Martin Missile and Space Systems, NASA,
Northrop-Grumman, Shaw Aero, Sikorsky Helicopter, United Space
Alliance, and Invacare.}

^{EXECUTIVE COMPENSATION}

^{Summary Compensation Table}

Annual Compensation

Long-Term Compensation

Name and Principal Position

Year

Salary ($)

Bonus ($)

Other Annual Compensation ($)

Restricted Stock Awards ($)

Securities Underlying Options (#)

LTIP Payouts ($)

All Other Compensation ($)

Russell Bird, President and CEO

–

–

–

–

–

–

–

–

–

–

–

–

–

–

Ken Godish, Director of Sales and Marketing

–

–

–

–

–

–

–

–

–

–

–

–

–

–

Tom Wood, Product Development

–

–

–

–

–

–

–

–

–

–

–

–

–

–

Jon Lane, Chief Engineer

–

–

–

–

–

–

–

–

–

–

–

–

–

–

^{SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT}

^{The following table sets forth certain information as of the
date of this offering with respect to the beneficial ownership of
our common stock by all persons known to us to be beneficial
owners of more than five percent (5.0%) of any such outstanding
classes, and by each director and executive officer, and by all
officers and directors as a group. Unless otherwise specified,
the named beneficial owner has, to our knowledge, either sole or
majority voting and investment power.}

Title Of Class		Name, Title and Address of Beneficial Owner of Shares(1)		Amount of Beneficial Ownership(2)
Membership Interest		Russell Bird, President and CEO			50%
Membership Interest		Ken Godish, Director of Sales and Marketing			0%
Membership Interest		Tom Wood, Product Development			50%
Membership Interest		Jon Lane, Chief Engineer			0%
		All Directors and Officers as a group			50%

Footnotes

⁽²⁾ As used in this table, beneficial ownership means
the sole or shared power to vote, or to direct the voting of, a
security, or the sole or share investment power with respect to a
security (i.e., the power to dispose of, or to direct the
disposition of a security).

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

REMSleep LLC

Des Moines, Iowa

We have audited the accompanying balance sheets of REMSleep, LLC,
as of December 31, 2014 and 2013 and the related statements of
operations, members equity, and cash flows for the Period May 23,
2013 (Inception) to December 31, 2013 and for the year ended
December 31, 2014. These financial statements are the
responsibility of the Companys management. Our responsibility is
to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. The Company has determined that it
is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting. Our audit
included consideration of internal control over financial
reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Companys
internal control over financial reporting. Accordingly, we
express no such opinion. An audit includes examining on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the statements referred to above present fairly,
in all material respects, the financial position of REMSleep, LLC
as of December 31, 2014 and 2013 and the results of their
operations and cash flows for the period May 23, 2013 (Inception)
to December 31, 2013 and for the year ended December 31, 2014, in
conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming
that REMSleep, LLC. will continue as a going concern. As
discussed in Note 2 to the financial statements, the Company has
incurred losses from operations and is in need of additional
capital to grow its operations. These factors raise substantial
doubt about the Companys ability to continue as a going concern.
Managements plans with regard to these matters are described in
Note 2. The accompanying financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.

/s/ KLJ Associates, LLP

Edina, MN

December 22, 2016

5201 Eden Avenue

SUITE 300

Edina, MN 55436

REMSleep LLC
BALANCE SHEET
						December 31,				December 31,
CURRENT ASSETS
	Cash				$	8,680		$		–
	Prepaid Expenses					5,000				–
			Total current assets			13,680
PROPERTY AND EQUIPMENT – net						4,344				–
TOTAL ASSETS					$	18,024		$		–
MEMBER’S EQUITY (DEFICIT):
	Members’ contributions				$	110,072		$		9,217
	Accumulated deficit					(92,048)				(9,217)
TOTAL LIABILITIES AND MEMBER’S EQUITY					$	18,024		$		–
The accompanying notes are an integral part of these financial statements

REMSleep LLC
Statements of Operations
						For the Year Ended December 31, 2014			For the Period May 23, 2013 (Inception) through December 31, 2013
OPERATING EXPENSES:
	Legal and Professional				$	57,500		$	–
	Meals and Entertainment					–
	Office
	Organization Expense					5,500			–
	Salaries and wages					7,020			–
	Postage					–
	Research and Development					12,355			7,500
	Telephone					–
	Travel					–
	Depreciation								–
		Total Operating Expenses				82,831			9,217
NET LOSS					$	82,831		$	9,217
The accompanying notes are an integral part of these financial statements

REMSleep LLC
Statements of Member’s Equity
For the Years Ended December 31, 2014 and 2013
						Members’ contributions			Accumulated deficit			Total members’ equity (deficit)
Inception (May 23, 2013)					$	–		$	–		$	–
Contributions						9,217			–			9,217
Net loss						–			(9,217)			(9,217)
Balance at December 31, 2013						9,217			(9,217)			–
Contributions						100,855			–			100,855
Net loss						–			(82,831)			(82,831)
Balance at December 31, 2014					$	110,072		$	(92,048)		$	18,024
The accompanying notes are an integral part of these financial statements

REMSleep LLC
Statements of Cash Flow
						For the Year Ended December 31, 2014			For the Period Ended May 23, 2013 through December 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net Loss				$	(82,831)		$	(9,217)
	Adjustment to reconcile net loss to net cash used by operating activities:
			Depreciation						–
			Changes in assets:
				Prepaid expenses		(5,000)			–
				Net Cash Used in Operating Activities		(87,603)			(9,217)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of equipment					(4,572)			–
				Net cash used by investing activities		(4,572)			–
CASH FLOWS FROM FINANCING ACTIVITIES:
	Member’s Contributions					100,855			9,217
				Net Cash Flows From Financing Activities		100,855			9,217
NET INCREASE (DECREASE) IN CASH						8,680			–
CASH – BEGINNING						–			–
CASH – ENDING					$	8,680		$	–
The accompanying notes are an integral part of these financial statements

REMSleep LLC

NOTES TO FINANCIAL STATEMENTS

For the Year Ended December 31, 2014

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

Business Activity

REMSleep, LLC (the Company), an Iowa limited liability company,
was formed on May 23, 2013. The Company was formed to develop and
distribute products to help people affected by sleep apnea.

The Company has not yet earned any revenue from operations.

Accounting Basis

The Company uses the accrual basis of accounting and accounting
principles generally accepted in the United States of America
(GAAP accounting). The Company has adopted a December 31 fiscal
year end.

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.

Cash and Cash Equivalents

For purposes of the Statements of Cash Flows, the Company
considers highly liquid investments with an original maturity of
three months or less to be cash equivalents.

Property and Equipment

Property and equipment are stated at cost less accumulated
depreciation. Depreciation is computed using the straight-line
method over the estimated useful lives of the assets.

Long-Lived Assets

The Company evaluates the recoverability of its fixed assets and
other assets in accordance with section 360-10-15 of the FASB
Accounting Standards Codification for disclosures about
Impairment or Disposal of Long-Lived Assets. Disclosure requires
recognition of impairment of long-lived assets in the event the
net book value of such assets exceeds its expected cash flows. If
so, it is considered to be impaired and is written down to fair
market value, which is determined based on either discounted
future cash flows or appraised values. The company adopted the
statement on inception. No impairments of these types of assets
were recognized during the period ended December 31, 2013.

Research and Development

Research and development costs are charged to expense as
incurred.

NOTE 2 MEMBERS’ EQUITY

The Company is governed by the terms and conditions of the
Limited Liability Company Agreement (the Agreement) dated May 23,
2013. The Company shall continue until terminated in accordance
with the terms of the Agreement or as provided by law, including
events of dissolution.

The Company is composed of 2 members.

NOTE 3 GOING CONCERN AND UNCERTAINTY

The Company has suffered recurring losses from operations since
inception. In addition, the Company has yet to generate an
internal cash flow from its business operations. These factors
raise substantial doubt as to the ability of the Company to
continue as a going concern.

NOTE 4 SUBSEQUENT EVENT

The Company has evaluated subsequent events from December 31,
2014 through December 22, 2016 the date the financial statements
were available to be issued and has determined that there have
been no subsequent events after December 31, 2014 for which
disclosure is required.

Item 9.01 Exhibits

Exhibits

No.

Exhibits

10.1

Exchange Agreement

10.2

Addendum

About RemSleep Holdings, Inc. (OTCMKTS:RMSL)

REMSleep Holdings, Inc. is a development-stage company. The Company is engaged in developing and distributing products to help people affected by sleep apnea. It offers DeltaWave continuous positive airway pressure (CPAP) interface, a design that addresses the issues that continue to affect a patient’s ability to comply with treatment. The DeltaWave interface does not disrupt normal breathing mechanics, is not claustrophobic, causes zero work of breathing (WOB), minimizes or eliminates drying of the sinuses, and uses less driving pressure. The Company was a mineral acquisition, exploration and development company focused primarily on gold properties. As of December 31, 2014, the Company had not generated any revenue.

RemSleep Holdings, Inc. (OTCMKTS:RMSL) Recent Trading Information

RemSleep Holdings, Inc. (OTCMKTS:RMSL) closed its last trading session 00.0000 at 0.0500 with 336 shares trading hands.