RMSL / REMSleep Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

REMSleep Holdings, Inc.
US ˙ OTCPK

Mga Batayang Estadistika
CIK 1412126
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to REMSleep Holdings, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 14, 2025 EX-10.1

Convertible Note Payable, 1800 Diagonal Lending LLC, June 10, 2025

Exhibit 10.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

August 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53450 REMSLEEP HOLDINGS, IN

May 13, 2025 EX-10.3

Convertible Note Payable, 1800 Diagonal Lending LLC, March17, 2025

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

May 13, 2025 EX-10.1

Convertible Note Payable, 1800 Diagonal Lending LLC, January 2, 2025

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

May 13, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53450 REMSLEEP HOLDINGS, I

May 13, 2025 EX-10.2

Convertible Note Payable, 1800 Diagonal Lending LLC, February 7, 2025

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

April 14, 2025 10-K

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 SECTI

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 REMSLEEP HOLDINGS, INC. (Exa

April 14, 2025 EX-4.1

Description of Registered Securities (*)

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES The following summary is a description of the material terms of our capital stock. This summary is not complete and is qualified by reference to our articles of incorporation as amended, and our bylaws, which are filed as exhibits to this Annual Report on Form 10-K and are incorporated by reference herein. We encourage you to read our amended

March 31, 2025 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 000-52994 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 000-52994 NOTIFICATION OF LATE FILING ☒ Form 10-K ☐ Form 11-K ☐ Form 20-F ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q F

November 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53450 REMSLEEP HOLDING

August 19, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53450 REMSLEEP HOLDINGS, IN

August 14, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 000-52994 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 000-52994 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 11-K ☐ Form 20-F ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For t

July 10, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2024 REMSLEEP HOLDINGS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2024 REMSLEEP HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-53450 47-5386867 (State or Other Jurisdiction of Incorporation) (Commission File Num

May 29, 2024 EX-4.1

Convertible promissory note, dated January 10, 2024, issued to 1800 Diagonal Lending LLC

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE S

May 29, 2024 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53450 RE

May 17, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53450 REMSLEEP HOLDINGS, I

May 17, 2024 EX-4.1

Convertible promissory note, dated January 10, 2024, issued to 1800 Diagonal Lending LLC

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE S

May 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 000-52994 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 000-52994 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 11-K ☐ Form 20-F ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For

April 16, 2024 10-K

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, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

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, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53450 REMSLEEP HOLDINGS, INC. (Exa

March 29, 2024 NT 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response 2.50 FORM 12b-25 SEC FILE NUMBER 000-53450 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Tran

February 14, 2024 424B3

REMSLEEP HOLDINGS, INC. 300,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276850 PROSPECTUS REMSLEEP HOLDINGS, INC. 300,000,000 Shares of Common Stock This Prospectus relates to the offer and resale of up to 300,000,000 shares of our common stock, par value $0.001 per share (the “Common Stock”) that may be purchased (the “Purchase Shares”) by Quick Capital, LLC, a Wyoming limited liability company (“Quick Capital”),

February 12, 2024 CORRESP

REMSLEEP HOLDINGS, INC. 14175 Icot Boulevard, Suite 300 Clearwater, Florida 33760 February 12, 2024

REMSLEEP HOLDINGS, INC. 14175 Icot Boulevard, Suite 300 Clearwater, Florida 33760 February 12, 2024 Office of Trade and Services Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Scott Anderegg Re: RemSleep Holdings, Inc. Registration Statement on Form S-1 File No. 333-276850 Ladies and Gentlemen: Pursuant to Rule 461 under the

February 2, 2024 S-1

As filed with the Securities and Exchange Commission on February 1, 2024

As filed with the Securities and Exchange Commission on February 1, 2024 Registration No.

February 2, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-1 Registration Statement (Form Type) RemSleep Holdings, Inc.

December 18, 2023 EX-4.1

Form of Warrant issued to Quick Capital, LLC.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

December 18, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2023 REMSLEEP HOLDIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2023 REMSLEEP HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-53450 47-5386867 (State or Other Jurisdiction of Incorporation) (Commission Fil

December 18, 2023 EX-10.1

Form of Securities Purchase Agreement between Remsleep Holdings, Inc and Quick Capital, LLC

Exhibit 10.1 PURCHASE AGREEMENT PURCHASE AGREEMENT (the “Agreement”), dated as of December 15, 2023, by and between REMSLEEP HOLDINGS, INC.., a Nevada corporation (the “Company”), and QUICK CAPITAL, LLC, a Wyoming limited liability company (the “Investor”). WHEREAS: Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes

December 18, 2023 EX-10.2

Form of Registration Rights Agreement between Remsleep Holdings, Inc and Quick Capital, LLC

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 15, 2023, by and between REMSLEEP HOLDINGS, INC., a Nevada corporation (the “Company”), and QUICK CAPITAL, LLC, a Wyoming limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the resp

November 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53450 REMSLEEP HOLDING

November 15, 2023 NT 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response 2.50 FORM 12b-25 SEC FILE NUMBER 000-53450 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Tra

September 22, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2023 REMSLEEP HOLDI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2023 REMSLEEP HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-53450 47-5386867 (State or Other Jurisdiction of Incorporation) (Commission Fi

September 22, 2023 EX-10.2

Form of Registration Rights Agreement between Remsleep Holdings, Inc and Janbella Group, LLC

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 18, 2023, by and between REMSLEEP HOLDINGS, INC., a Nevada corporation (the “Company”), and JANBELLA GROUP, LLC, a North Carolina limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have

September 22, 2023 EX-4.1

Form of Warrant issued to Janbella Group, LLC.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

September 22, 2023 EX-10.1

Form of Securities Purchase Agreement between Remsleep Holdings, Inc and Janbella Group, LLC

Exhibit 10.1 PURCHASE AGREEMENT PURCHASE AGREEMENT (the “Agreement”), dated as of September 18, 2023, by and between REMSLEEP HOLDINGS, INC.., a Nevada corporation (the “Company”), and JANBELLA GROUP, LLC, a North Carolina limited liability company (the “Investor”). WHEREAS: Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investo

September 8, 2023 8-K

Changes in Control of Registrant, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2023 REMSLEEP HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-53450 47-5386867 (State or Other Jurisdiction of Incorporation) (Commission Fil

September 8, 2023 EX-3.1

Amended and Restated Certificate of Designation of Series C Preferred Shares of Remsleep Holdings, Inc

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF SERIES C PREFERRED SHARES OF REMSLEED HOLDINGS, INC. A NEVADA CORPORATION Pursuant to Section 78.1955 of the Nevada Revised Statutes, the undersigned, Thomas J. Wood, hereby certifies as follows: A. He is the duly elected Chief Executive Officer, Chief Financial Officer and Secretary of Remsleep Holdings, Inc., (the “Company”). B. No s

September 8, 2023 EX-10.1

Form of Intellectual Property Assignment Agreement between Remsleep Holdings, Inc and Thomas Wood

Exhibit 10.1 REMSLEEP HOLDINGS, INC. IP ASSIGNMENT AGREEMENT THIS IP ASSIGNMENT AGREEMENT is made as of September 6, 2023 (the “Effective Date”), between Remsleep Holdings, Inc., a Nevada corporation (the "Company"), and Thomas J. Wood (the "Assignor"). WHEREAS, Assignor has agreed to convey, transfer, and assign to the Company any and all intellectual property assets and related rights owned by A

August 18, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53450 REMSLEEP HOLDINGS, IN

August 14, 2023 NT 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response 2.50 FORM 12b-25 SEC FILE NUMBER 000-53450 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transiti

July 14, 2023 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2023 RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2023 REMSLEEP HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-53450 47-5386867 (State or Other Jurisdiction of Incorporation) (C

July 12, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2023 REMSLEEP HOLDINGS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2023 REMSLEEP HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-53450 47-5386867 (State or Other Jurisdiction of Incorporation) (Commission File Num

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53450 REMSLEEP HOLDINGS, I

April 17, 2023 EX-4.1

Description of Registered Securities (*)

Exhibit 4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended Our Common Stock, $0.001 par value per share, is the only class of securities of REMSleep Holdings, Inc., a Nevada corporation (the “Company”), registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. The common stock is listed on

April 17, 2023 10-K

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, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

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, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53450 REMSLEEP HOLDINGS, INC. (Exa

March 31, 2023 NT 10-K

Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-53450 CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53450 REMSLEEP HOLDING

August 22, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53450 REMSLEEP HOLDINGS, IN

August 15, 2022 NT 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 20225 Estimated average burden hours per response 2.50 FORM 12b-25 SEC FILE NUMBER 000-53450 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Transit

June 16, 2022 RW

REMSLEEP HOLDINGS, INC. 14175 Icot Boulevard, Suite 300 Clearwater, Florida 33760

RW 1 ea161710-rwremsleep.htm REMSLEEP HOLDINGS, INC. 14175 Icot Boulevard, Suite 300 Clearwater, Florida 33760 June 16, 2022 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Re: RemSleep Holdings, Inc. Request to Withdraw Registration Statement on Form S-1 Filed June 15, 2022 File No. 333- 265610 Ladies and Gentlemen: Pursuant to Rul

June 15, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 7 ea161575ex-feeremsleep.htm FILING FEE TABLE Exhibit 107 Calculation of Filing Fee Tables Form S-1 Registration Statement (Form Type) RemSleep Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering

June 15, 2022 EX-10.4

Purchase Agreement dated May 10, 2022, between REMSleep Holdings, Inc. and JanBellas Group, LLC

Exhibit 10.4

June 15, 2022 EX-4.1

Specimen Stock Certificate evidencing the shares of common stock

Exhibit 4.1

June 15, 2022 S-1

As filed with the Securities and Exchange Commission on June 15, 2022

As filed with the Securities and Exchange Commission on June 15, 2022 Registration No.

June 15, 2022 EX-10.5

Finder’s Fee Agreement between REMSleep Holdings, Inc. and J.H. Darbie, Inc.

Exhibit 10.5 RemSleep Holdings, Inc. 2202 N. West Shore Blvd Suite 200 Tampa, FL 33607 Re: Finder?s Fee Agreement Dear Tom Wood: As you know, RemSleep Holdings, Inc. (the ?Issuer?), has expressed an interest in obtaining private equity or debt capital for various purposes. This letter agreement (?Agreement?) sets forth the terms and conditions upon which J.H. Darbie & Co., Inc. (?Darbie?), will in

June 9, 2022 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2022 REMSLEEP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53450 47-5386867 (State or other jurisdiction of incorporation) (Commission File

June 9, 2022 EX-99.1

RemSleep Holdings Inc. Issues a Letter from the CEO

Exhibit 99.1 RemSleep Holdings Inc. Issues a Letter from the CEO Tampa, FL, June 6th, 2022 (GLOBE NEWSWIRE) - RemSleep Holdings Inc (OTC PINK: RMSL), a medical device manufacturer dedicated to forever changing the level of treatment provided to obstructive sleep apnea patients, today provides a corporate update and letter from CEO Tom Wood. Dear Shareholders, On Friday the 27th of May, we were inf

May 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53450 REMSLEEP HOLDINGS, I

April 28, 2022 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2022 REMSLEEP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53450 47-5386867 (State or other jurisdiction of incorporation) (Commission Fi

March 31, 2022 EX-99.1

Superior Toxicology & Wellness Joe Nieusma, Ph.D. Senior Toxicologist 607 Boulder Peak Ave Erie, CO 80516

Exhibit 99.1 Superior Toxicology & Wellness Joe Nieusma, Ph.D. Senior Toxicologist 607 Boulder Peak Ave Erie, CO 80516 303.877.3684 March 25, 2022 Tom Wood, CEO REMSleep Holdings 2202 North West Shore Blvd. Suite 200 Tampa, FL 33607 Re: Results of ISO DeltaWave cannula MD, Angled Adaptor and Flexible Hose cytotoxicity test in early 2022. Superior Toxicology & Wellness is presenting the results of

March 31, 2022 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2022 REMSLEEP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53450 47-5386867 (State or other jurisdiction of incorporation) (Commission Fi

March 29, 2022 10-K

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, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

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, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53450 REMSLEEP HOLDINGS, INC. (Exa

November 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53450 REMSLEEP HOLDING

November 8, 2021 253G1

RemSleep Holdings, Inc. 540,000,000 Shares of Common Stock

Filed Pursuant to Rule 253 (g)(1) File No. 024-11540 OFFERING CIRCULAR RemSleep Holdings, Inc. 540,000,000 Shares of Common Stock This Post-Qualification Offering Circular Amendment No. 1 (the “PQA”) amends the Offering Circular of RemSleep Holdings, Inc., dated June 14, 2021, as qualified on June 9, 2021, and as may be amended and supplemented from time to time, to add additional shares of common

November 3, 2021 CORRESP

REMSLEEP HOLDINGS, INC. 2202 North West Shore Boulevard – Suite 200 Tampa, Florida 33607

CORRESP 1 filename1.htm REMSLEEP HOLDINGS, INC. 2202 North West Shore Boulevard – Suite 200 Tampa, Florida 33607 November 3, 2021 VIA EDGAR Taylor Beech Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: RemSleep Partners, Inc. (the “Company”) Post-qualification Amendment to Offering Statement on Form 1-A (the

October 27, 2021 EX1A-12 OPN CNSL

NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 October 27, 2021

Exhibit 12.1 NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road ? Suite 107-762 Flower Mound, Texas 75022 940-367-6154 October 27, 2021 RemSleep Holdings, Inc. 2202 North West Shore Boulevard, Suite 200 Tampa, Florida 33607 Re: Offering Statement on Form 1-A Gentlemen: We have been requested by RemSleep Holdings, Inc., a Nevada corporation (the ?Company?), to furnish you with our opinion as to the matte

October 27, 2021 PART II AND III

RemSleep Holdings, Inc. 540,000,000 Shares of Common Stock

PART II AND III 2 ea149313-1aposremsleep.htm POST-QUALIFICATION AMENDMENT TO OFFERING CIRCULAR Post-Qualification Offering Circular Amendment No. 1 File No. 024-11540 OFFERING CIRCULAR RemSleep Holdings, Inc. 540,000,000 Shares of Common Stock This Post-Qualification Offering Circular Amendment No. 1 (the “PQA”) amends the Offering Circular of RemSleep Holdings, Inc., dated June 14, 2021, as quali

October 27, 2021 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in this Offering Circular on the Form 1-A (SEC Registration No. 024-11540) as filed with the SEC of our audit report dated April 14, 2021, with respect to the balance sheets of RemSleep Holdings, Inc. as of December 31, 2020 and 2019 and the related statements of operations, stockholders? equity (defi

August 16, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53450 REMSLEEP HOLDINGS, IN

June 16, 2021 253G1

RemSleep Holdings, Inc. 290,000,000 Shares of Common Stock

Filed Pursuant to Rule 253(g)(1) File No. 024-11540 OFFERING CIRCULAR RemSleep Holdings, Inc. 290,000,000 Shares of Common Stock By this Offering Circular, RemSleep Holdings, Inc., a Nevada corporation, is offering for sale a maximum of 290,000,000 shares of its common stock (the “Offered Shares”), at a fixed price of $0.0075 per share, pursuant to Tier 2 of Regulation A of the United States Secur

June 9, 2021 PART II AND III

As filed with the Securities and Exchange Commission on June 9, 2021 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR

As filed with the Securities and Exchange Commission on June 9, 2021 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated June 9, 2021 An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the SEC).

June 9, 2021 CORRESP

REMSLEEP HOLDINGS, INC. 2202 North West Shore Boulevard – Suite 200 Tampa, Florida 33607

REMSLEEP HOLDINGS, INC. 2202 North West Shore Boulevard ? Suite 200 Tampa, Florida 33607 June 9, 2021 VIA EDGAR Jacqueline Kaufman Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: RemSleep Partners, Inc. (the ?Company?) Offering Statement on Form 1-A (the ?Offering Statement?) Commission File No. 024-11540 D

June 2, 2021 EX1A-6 MAT CTRCT

THE ISSUE PRICE OF THIS NOTE IS $84,150.00 THE ORIGINAL ISSUE DISCOUNT IS $7,650.00

Exhibit 6.13 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

June 2, 2021 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in this Offering Circular on the Form 1-A (SEC Registration No. TBD) as filed with the SEC of our audit report dated April 14, 2021, with respect to the balance sheets of REMSleep Holdings, Inc. as of December 31, 2020 and 2019 and the related statements of operations, stockholders’ equity (deficit),

June 2, 2021 PART II AND III

As filed with the Securities and Exchange Commission on June 2, 2021 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR

PART II AND III 2 ea142023-1aremsleephold.htm OFFERING CIRCULAR As filed with the Securities and Exchange Commission on June 2, 2021 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated June 2, 2021 An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the SEC). Inform

June 2, 2021 EX1A-6 MAT CTRCT

REMSLEEP HOLDINGS, INC 8% CONVERTIBLE REDEEMABLE NOTE DUE AUGUST 28, 2021

Exhibit 6.11 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT?) US $110,2

June 2, 2021 EX1A-4 SUBS AGMT

NOTICE TO INVESTORS

Exhibit 4.1 SUBSCRIPTION AGREEMENT RemSleep Holdings, Inc. NOTICE TO INVESTORS The securities of RemSleep Holdings, Inc., a Nevada corporation (the “Company”), to which this Subscription Agreement relates, represent an investment that involves a high degree of risk, suitable only for persons who can bear the economic risk for an indefinite period of time and who can afford to lose their entire inv

June 2, 2021 EX1A-12 OPN CNSL

NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 June 1, 2021

Exhibit 12.1 NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 940-367-6154 June 1, 2021 RemSleep Holdings, Inc. 2202 North West Shore Boulevard, Suite 200 Tampa, Florida 33607 Re: Offering Statement on Form 1-A Gentlemen: We have been requested by RemSleep Holdings, Inc., a Nevada corporation (the “Company”), to furnish you with our opinion as to the matters h

June 2, 2021 EX1A-6 MAT CTRCT

THE ISSUE PRICE OF THIS NOTE IS $91,850.00 THE ORIGINAL ISSUE DISCOUNT IS $8,350.00

Exhibit 6.12 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

May 17, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

10-Q 1 f10q0321remsleepholdings.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to C

April 14, 2021 10-K

Annual Report - ANNUAL REPORT

10-K 1 f10k2020remsleepholdings.htm ANNUAL REPORT 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, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission f

March 31, 2021 NT 10-K

Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-53450 CUSIP NUMBER (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: ? Transition Repo

December 4, 2020 DEF 14C

- DEFINITIVE ADDITIONAL MATERIALS

DEF 14C 1 ea130953-def14cremsleephold.htm DEFINITIVE ADDITIONAL MATERIALS SCHEDULE 14C DEFINITIVE INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Co

November 24, 2020 PRE 14C

- PRELIMINARY INFORMATION STATEMENT

PRE 14C 1 ea130484-pre14cremsleephold.htm PRELIMINARY INFORMATION STATEMENT SCHEDULE 14C DEFINITIVE INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the

November 13, 2020 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53450 REMSLEEP HOLDING

August 12, 2020 10-Q

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53450 REMSLEEP HOLDINGS, IN

May 18, 2020 10-Q

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53450 REMSLEEP HOLDINGS, I

May 15, 2020 NT 10-Q

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-53450 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For The Quarter Ended: March 31, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Repor

April 10, 2020 EX-10.3

Convertible Promissory Note with Jefferson Street Capital LLC, dated May 3, 2019

Exhibit 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

April 10, 2020 EX-10.5

Convertible Promissory Note with BHP Capital NY Inc, dated October 4, 2019

Exhibit 10.5 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

April 10, 2020 EX-10.7

Convertible Promissory Note with Armada Investment Fund LLC, dated October 4, 2019

Exhibit 10.7 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

April 10, 2020 EX-10.6

Convertible Promissory Note with Jefferson Street Capital LLC, dated October 4, 2019

Exhibit 10.6 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

April 10, 2020 EX-10.2

Convertible Promissory Note with BHP Capital NY Inc, dated May 30, 2019

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

April 10, 2020 EX-10.9

Convertible Promissory Note with Power Up Lending Group Ltd., dated March 2, 2020

Exhibit 10.9 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

April 10, 2020 EX-10.4

Convertible Promissory Note with Armada Investment Fund LLC, dated May 3, 2019

EX-10.4 5 f10k2019ex10-4remsleep.htm CONVERTIBLE PROMISSORY NOTE WITH ARMADA INVESTMENT FUND LLC, DATED MAY 3, 2019 Exhibit 10.4 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT B

April 10, 2020 EX-10.8

Convertible Promissory Note with Power Up Lending Group Ltd., dated January 27, 2020

Exhibit 10.8 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

April 10, 2020 10-K

RMSL / RemSleep Holdings, Inc. 10-K - Annual Report - ANNUAL REPORT

10-K 1 f10k2019remsleephold.htm ANNUAL REPORT 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, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file

April 10, 2020 EX-10.1

Convertible Promissory Note with Odyssey Capital Funding LLC, dated May 3, 2019

Exhibit 10.1 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $100,0

March 31, 2020 CORRESP

-

REMSleep Holdings, Inc. 2202 N. West Shore Blvd, Suite 200 Tampa, FL 33607 T: (515) 490-9067 March 31, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Scott Anderegg, Staff Attorney Jennifer Lopez-Molina, Staff Counsel Re: Qualification Request Post-Qualification Amendment No. 1 to Offering Statement o

March 30, 2020 NT 10-K

RMSL / RemSleep Holdings, Inc. NT 10-K - - NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-53450 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form

March 24, 2020 EX1A-4 SUBS AGMT

Form of Amended and Restated Subscription Agreement

EX1A-4.1 REMSLEEP HOLDINGS, INC. FORM OF SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEF

March 24, 2020 EX1A-12 OPN CNSL

Legal Opinion of Magri Law, LLC

EX1A-12.1 Philip Magri, Esq. March 24, 2020 REMSleep Holdings, Inc. 2202 N. West Shore Blvd., Suite 200 Tampa, FL 33607 Attn: Board of Directors Re: Post-Qualification Amendment No. 1 Form 1-A/Tier 2 (File No. 024-11092) Ladies and Gentlemen: We have acted as securities counsel to REMSleep Holdings, Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing of that c

March 24, 2020 PART II AND III

RMSL / RemSleep Holdings, Inc. PART II AND III - - POST-QUALIFICATION OFFERING CIRCULAR

Post-Qualification Offering Circular Amendment No. 1 File No. 024-11092 EXPLANATORY NOTE This Post-Qualification Amendment No. 1 (this “Amendment) to the Company’s Offering Statement on Form 1-A (File No. 024-11092) qualified by the Securities and Exchange Commission on December 12, 2019 (the “Offering Statement”) is being filed to reflect a decrease in the offering price per share of the Company’

January 30, 2020 EX-99.1

REMSLEEP HOLDINGS, INC. LAUNCHES OFFICIAL WEBSITE AND TWITTER ACCOUNT

Exhibit 99.1 REMSLEEP HOLDINGS, INC. LAUNCHES OFFICIAL WEBSITE AND TWITTER ACCOUNT Tampa FL, January 30, 2020. REMSleep Holdings, Inc. (OTC: RMSL) (the “Company”) announced today that it has launched its official website Remsleep.com and has begun taking orders for its line of Sleep Apnea products and accessories. The Company has recently negotiated agreements with several sleep industry manufactu

January 30, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2020 REMSLEEP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53450 47-5386867 (State or other jurisdiction of incorporation) (Commission

January 27, 2020 EX-99.1

REMSLEEP HOLDINGS, INC. ISSUES STATEMENT CLARIFYING UNAUTHORIZED TWITTER POST AND ACCOUNT

Exhibit 99.1 REMSLEEP HOLDINGS, INC. ISSUES STATEMENT CLARIFYING UNAUTHORIZED TWITTER POST AND ACCOUNT Tampa FL, January 27, 2020. REMSleep Holdings, Inc. (OTC: RMSL) (the “Company”) has become aware of an unauthorized Twitter post incorrectly stating that the Company does not have any notes outstanding. Although the three 12% $35,000 convertible promissory notes issued by the Company on May 3, 20

January 27, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2020 REMSLEEP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53450 47-5386867 (State or other jurisdiction of incorporation) (Commission

December 12, 2019 CORRESP

RMSL / RemSleep Holdings, Inc. CORRESP - -

REMSleep Holdings, Inc. 637 N. Orange Ave., Suite 609 Orlando, FL 32789 (515) 490-9067 December 12, 2019 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Scott Anderegg, Staff Attorney Jennifer Lopez-Molina, Staff Counsel Re: Qualification Request Offering Statement on Form 1-A File No. 024-11092 Ladies and

November 27, 2019 EX1A-4 SUBS AGMT

Form of Amended and Restated Subscription Agreement

EX1A-4.1 REMSLEEP HOLDINGS, INC. FORM OF SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEF

November 27, 2019 CORRESP

RMSL / RemSleep Holdings, Inc. CORRESP - -

Philip Magri, Esq. November 27, 2019 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Scott Anderegg, Staff Attorney Jennifer Molina, Staff Counsel Re: REMSleep Holdings, Inc. Offering Statement on Form 1-A Filed October 4, 2019 File No. 024-11092 Ladies and Gentlemen: On behalf of our client, REMSleep Holdi

November 27, 2019 EX1A-11 CONSENT

Consent of Auditor

EX1A-11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in this Offering Statement on the Form 1-A/Amendment No. 1 (File No. 024-11092) as filed with the SEC of our audit report dated March 28, 2019, with respect to the balance sheets of REMSleep Holdings, Inc. as of December 31, 2018 and 2017 and the related statements of operations, changes in stockholders’

November 27, 2019 PART II AND III

RMSL / RemSleep Holdings, Inc. PART II AND III - - AMENDMENT NO. 1 TO FORM 1-A

PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

November 14, 2019 10-Q

RMSL / RemSleep Holdings, Inc. 10-Q - Quarterly Report - QUARTERLY REPORT

10-Q 1 f10q0919remsleephold.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to C

October 4, 2019 EX1A-6 MAT CTRCT

Employment Agreement, dated January 1, 2019, between REMSleep Holdings, Inc. and Russell Bird

Exhibit 6.5 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) has an effective date of January 1, 2019 (the “Effective Date”) by and between Russell Bird (the “Employee”) and RemSleep Holdings, Inc. (the “Company”). WHEREAS, the Company desires to hire the Employee and the Employee wishes to accept employment with the Company and the Employee desire to enter into this Agreement to

October 4, 2019 EX1A-4 SUBS AGMT

Form of Subscription Agreement

Exhibit 4.1 REMSLEEP HOLDINGS, INC. FORM OF SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN IN

October 4, 2019 EX1A-6 MAT CTRCT

$36,750 12% Convertible Promissory Note, dated May 30, 2019, f/b/o BHP Capital NY Inc.

Exhibit 6.9 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE S

October 4, 2019 EX1A-12 OPN CNSL

Legal Opinion of Magri Law, LLC

EX1A-12 OPN CNSL 11 f1a2019ex12-1remsleep.htm LEGAL OPINION OF MAGRI LAW, LLC Exhibit 12.1 Philip Magri, Esq. October 4, 2019 REMSleep Holdings, Inc. 637 N. Orange Ave., Suite 609 Orlando, FL 32789 Attn: Board of Directors Re: Form 1-A/Tier 2 Regulation A+ Offering Ladies and Gentlemen: We have acted as securities counsel to REMSleep Holdings, Inc., a Nevada corporation (the “Company”), in connect

October 4, 2019 PART II AND III

RMSL / RemSleep Holdings, Inc. PART II AND III - - OFFERING STATEMENT

PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

October 4, 2019 EX1A-11 CONSENT

Consent of Auditor

EX1A-11 CONSENT 10 f1a2019ex11-1remsleep.htm CONSENT OF AUDITOR Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in this Offering Statement on the Form 1-A (SEC Registration No. TBD) as filed with the SEC of our audit report dated March 28, 2019, with respect to the balance sheets of REMSleep Holdings, Inc. as of December 31, 2018 and 2017 and the r

October 4, 2019 EX1A-6 MAT CTRCT

$36,750 12% Convertible Promissory Note, dated May 30, 2019, f/b/o Armada Investment Fund, LLC

Exhibit 6.8 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE S

October 4, 2019 EX1A-6 MAT CTRCT

$100,000 12% Convertible Promissory Note, dated May 3, 2019, f/b/o to Odyssey Capital Funding LLC

Exhibit 6.7 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $100,00

October 4, 2019 EX1A-6 MAT CTRCT

Employment Agreement, dated April 1, 2019, between REMSleep Holdings, Inc. and Tom Wood

Exhibit 6.6 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) has an effective date of April 1, 2019 (the “Effective Date”) by and between Tom Wood (the “Employee”) and RemSleep Holdings, Inc. (the “Company”). WHEREAS, the Company desires to hire the Employee and the Employee wishes to accept employment with the Company and the Employee desire to enter into this Agreement to memori

October 4, 2019 EX1A-6 MAT CTRCT

$36,750 12% Convertible Promissory Note, dated May 30, 2019, f/b/o Jefferson Street Capital LLC

Exhibit 6.10 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

August 15, 2019 10-Q

RMSL / RemSleep Holdings, Inc. 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 Commission file number: 000-53450 REMSLEEP HOLDINGS, INC. (Name of registrant as specified in its charter) Nevada 47-5386867 (State or other jurisdiction of incorporation or organizat

August 14, 2019 NT 10-Q

RMSL / RemSleep Holdings, Inc. NT 10-Q - - NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-53450 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-

May 15, 2019 10-Q

RMSL / RemSleep Holdings, Inc. 10-Q Quarterly Report QUARTERLY REPORT

10-Q 1 f10q0319remsleephold.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 Commission file number: 000-53450 REMSLEEP HOLDINGS, INC. (Name of registrant as specified in its charter) Nevada 47-5386867 (State o

March 29, 2019 10-K

RMSL / RemSleep Holdings, Inc. ANNUAL REPORT (Annual Report)

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, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53450 REMSLEEP HOLDINGS, INC. (Exa

March 29, 2019 EX-10.2

$32,000 10% Convertible Promissory Note, dated August 31, 2018, f/b/o to LG Capital Funding, LLC

Exhibit 10.2 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $32,00

March 29, 2019 EX-10.3

$100,000 12% Convertible Promissory Note, dated January 23, 2019, f/b/o ONE44 Capital LLC

Exhibit 10.3 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $100,0

March 29, 2019 EX-10.1

$45,000 13% Convertible Promissory Note, dated July 9, 2018, f/b/o PowerUP Lendings Group LTD

EX-10.1 2 f10k2018ex10-1remsleep.htm CONVERTIBLE PROMISSORY NOTE WITH POWERUP LENDING GROUP LTD, DATED JULY 9, 2018 Exhibit 10.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT B

November 13, 2018 10-Q

RMSL / RemSleep Holdings, Inc. QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 Commission file number: 000-53450 REMSLEEP HOLDINGS, INC. (Name of registrant as specified in its charter) Nevada 47-5386867 (State or other jurisdiction of incorporation or orga

August 17, 2018 10-Q

RMSL / RemSleep Holdings, Inc. QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 Commission file number: 000-53450 REMSLEEP HOLDINGS, INC. (Name of registrant as specified in its charter) Nevada 47-5386867 (State or other jurisdiction of incorporation or organizat

August 14, 2018 NT 10-Q

RMSL / RemSleep Holdings, Inc. NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-53450 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-

July 27, 2018 EX-16.1

MICHAEL GILLESPIE & ASSOCIATES, PLLC CERTIFIED PUBLIC ACCOUNTANTS 10544 ALTON AVE NE SEATTLE, WA 98125

Exhibit 16.1 Auditor's Letter MICHAEL GILLESPIE & ASSOCIATES, PLLC CERTIFIED PUBLIC ACCOUNTANTS 10544 ALTON AVE NE SEATTLE, WA 98125 206.353.5736 Exhibit 16.1 July 26, 2018 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Remsleep Holdings, Inc. Dear Sirs/Madams: The undersigned Michael Gillespie & Associates, PLLC previously acted as

July 27, 2018 8-K

Changes in Registrant's Certifying Accountant

Form 8-K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 28, 2018 10-Q

RMSL / RemSleep Holdings, Inc. FORM 10Q QUARTERLY REPORT (Quarterly Report)

10-Q 1 f10q03311810q.htm FORM 10Q QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 Commission file number: 000-53450 REMSLEEP HOLDINGS, INC. (Name of registrant as specified in its charter) Nevada 47-5386867 (Sta

June 28, 2018 10-K

RMSL / RemSleep Holdings, Inc. FORM 10K ANNUAL REPORT (Annual Report)

Form 10K Annual Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 2, 2018 NT 10-K

RMSL / RemSleep Holdings, Inc. FORM NT 10-K NOTICE OF LATE ANNUAL FILING

NT 10-K 1 nt10k123118nt10k.htm FORM NT 10-K NOTICE OF LATE ANNUAL FILING U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-53450 [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended: December 31, 2017 [ ] Transition Report on Form 10-K [ ] Transition Report on F

February 13, 2018 8-K/A

Current Report

Form 8KA Amended Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 13, 2018 EX-16.1

MICHAEL GILLESPIE & ASSOCIATES, PLLC CERTIFIED PUBLIC ACCOUNTANTS 10544 ALTON AVE NE SEATTLE, WA 98125

Exhibit 16.1 : Letter from Michael Gillespie & Associates, PLLC dated February 13, 2018 to the Securities and Exchange Commission MICHAEL GILLESPIE & ASSOCIATES, PLLC CERTIFIED PUBLIC ACCOUNTANTS 10544 ALTON AVE NE SEATTLE, WA 98125 206.353.5736 Exhibit 16.1 February 13, 2018 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Remsleep Ho

February 6, 2018 10-Q

RMSL / RemSleep Holdings, Inc. FORM 10Q QUARTERLY REPORT (Quarterly Report)

Form 10Q Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 30, 2018 10-Q/A

RMSL / RemSleep Holdings, Inc. FORM 10QA AMENDED QUARTERLY REPORT (Quarterly Report)

10-Q/A 1 f10qa06301710qz.htm FORM 10QA AMENDED QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 Commission file number: 000-53450 REMSLEEP HOLDINGS, INC. (Name of registrant as specified in its charter) Nevada 4

January 29, 2018 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

Form 8K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 23, 2018 10-Q/A

RMSL / RemSleep Holdings, Inc. FORM 10QA AMENDED QUARTERLY REPORT (Quarterly Report)

10-Q/A 1 f10qa03311710qz.htm FORM 10QA AMENDED QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 Commission file number: 000-53450 REMSLEEP HOLDINGS, INC. (Name of registrant as specified in its charter) Nevada

November 14, 2017 NT 10-Q

RMSL / RemSleep Holdings, Inc. FORM NT 10-Q NOTICE OF LATE QUARTERLY FILING

NT 10-Q 1 fnt10q093017nt10q.htm FORM NT 10-Q NOTICE OF LATE QUARTERLY FILING U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-53450 (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended: September 30, 2017 [ ] Transition Report on Form 10-K [ ] Tran

August 21, 2017 10-Q

RMSL / RemSleep Holdings, Inc. FORM 10Q QUARTERLY REPORT (Quarterly Report)

Form 10Q Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 14, 2017 NT 10-Q

RemSleep Holdings NOTICE OF LATE FILING

Notice of Late Filing U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-53450 (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended: June 30, 2017 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-

July 26, 2017 EX-16.1

July 21, 2017

Exhibit 16.1 KLJ Letter July 21, 2017 Securities and Exchange Commission 450 Fifth Street N.W. Washington, DC 20549 We have read the statements of RemSleep Holdings, Inc., pertaining to our firm included under Item 4.01 of Form 8-K dated July 19, 2017 and agree with such statements as they pertain to our firm. Sincerely, /s/ KLJ & Associates, LLP KLJ & Associates, LLP 5201 Eden Avenue Suite 300 Ed

July 26, 2017 8-K

Current Report

8-K 1 8k0724178k.htm FORM 8K CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2017 RemSleep Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53450 47-5386867 (State or other ju

June 30, 2017 EX-3.1

Certificate of Amendment dated June 26, 2017

Exhibit 3.1 Certificate of Amendment

June 30, 2017 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Form 8K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 23, 2017 DEF 14C

RemSleep Holdings DEF 14C DEFINITIVE INFORMATION STATEMENT

DEF 14C Definitive Information Statement SCHEDULE 14C DEFINITIVE INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 18, 2017 10-Q

RemSleep Holdings FORM 10Q QUARTERLY REPORT (Quarterly Report)

Form 10Q Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 15, 2017 NT 10-Q

RemSleep Holdings NOTICE OF LATE FILING

NT 10-Q 1 nt10q033117nt10q.htm NOTICE OF LATE FILING U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-53450 (Check one): .Form 10-K .Form 20-F .Form 11-K X .Form 10-Q .Form 10-D .Form N-SAR .Form N-CSR For period ended: March 31, 2017 . Transition Report on Form 10-K . Transition Report on Form 20-F . Transition Report on F

May 9, 2017 PRE 14C

RemSleep Holdings PRE 14C PRELIMINARY INFORMATION STATEMENT

PRE 14C 1 pre14c050817pre14c.htm PRE 14C PRELIMINARY INFORMATION STATEMENT SCHEDULE 14C PRELIMINARY INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: X . Preliminary Information Statement . Confidential, for Use of th

May 2, 2017 EX-3.II

BYLAWS OF REMSLEEP HOLDINGS, INC. (the “Corporation”) ARTICLE I: MEETINGS OF SHAREHOLDERS

Exhibit 3(ii) Bylaws BYLAWS OF REMSLEEP HOLDINGS, INC. (the “Corporation”) ARTICLE I: MEETINGS OF SHAREHOLDERS Section 1 - Annual Meetings The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Board of Directors. Section 2 - Special Meetings Special meetings of the shareholders may be called by the Board of Directors or such person or

May 2, 2017 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 f8k0501178k.htm FORM 8-K CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2017 RemSleep Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53450 47-5386867 (State or other ju

April 18, 2017 10-K/A

RemSleep Holdings FORM 10-K/A AMENDED ANNUAL REPORT (Annual Report)

Form 10-K/A Amended Annual Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 17, 2017 10-K

RemSleep Holdings FORM 10-K ANNUAL REPORT (Annual Report)

Form 10-K Annual Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 4, 2017 NT 10-K

RemSleep Holdings NOTICE OF LATE FILING

Notice of Late Filing U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-53450 X .Form 10-K .Form 20-F .Form 11-K .Form 10-Q .Form 10-D .Form N-SAR .Form N-CSR For period ended: December 31, 2016 . Transition Report on Form 10-K . Transition Report on Form 20-F . Transition Report on Form 11-K . Transition Report on Form 10-Q

February 23, 2017 10-Q

RemSleep Holdings FORM 10-Q QUARTERLY REPORT (Quarterly Report)

Form 10-Q Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 22, 2017 10-Q

RemSleep Holdings FORM 10-Q QUARTERLY REPORT (Quarterly Report)

10-Q 1 f10q06301610q.htm FORM 10-Q QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 Commission file number: 000-53450 REMSLEEP HOLDINGS, INC. (Name of registrant as specified in its charter) Nevada 47-5386867 (Sta

February 22, 2017 10-Q

RemSleep Holdings FORM 10-Q QUARTERLY REPORT (Quarterly Report)

10-Q 1 f10q03311610q.htm FORM 10-Q QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 Commission file number: 000-53450 REMSLEEP HOLDINGS, INC. (Name of registrant as specified in its charter) Nevada 47-5386867 (St

February 15, 2017 10-K

RMSL / RemSleep Holdings, Inc. 10-K - Annual Report - FORM 10-K ANNUAL REPORT

Form 10-K Annual Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 5, 2017 10-K/A

RemSleep Holdings FORM 10-K ANNUAL REPORT (Annual Report)

Form 10-K Annual Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 3, 2017 10-Q

RemSleep Holdings FORM 10-Q QUARTERLY REPORT (Quarterly Report)

Form 10-Q Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 30, 2016 10-Q

RemSleep Holdings FORM 10-Q QUARTERLY REPORT (Quarterly Report)

Form 10-Q Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 30, 2016 10-Q

RemSleep Holdings FORM 10-Q QUARTERLY REPORT (Quarterly Report)

Form 10-Q Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 27, 2016 EX-10.2

EX-10.2

Exhibit 10.2 Addendum ADDENDUM This addendum modifies that Exchange Agreement dated the 31st day of March, 2015 by and among, RemSleep Holdings, Inc., a Nevada corporation, with offices located at 4920 El Camino Real, Suite 100, Los Altos, CA 94022 (?RemSleep Holdings?) and RemSleep, LLC, a California corporation, with offices located at 5872 Owens Ave. Suite 200. Carlsbad, CA, 92008, (?REMSLEEP,

December 27, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 f8k1223168k.htm FORM 8-K CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 1, 2015 RemSleep Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53450 47-5386867 (State or othe

December 27, 2016 EX-10.1

EXCHANGE AGREEMENT

Exhibit 10.1 Exchange Agreement EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the ?Agreement?) made this 31st day of March, 2015 by and among, RemSleep Holdings, Inc., a Nevada corporation, with offices located at 722 50th Street DesMoines, Iowa 50312 (?RemSleep Holdings?) and RemSleep, LLC, a Iowa limited liability corporation, with offices located at 722 50th Street DesMoines, Iowa 50312, (?REMSLE

July 8, 2016 SC 13G/A

RMSL / RemSleep Holdings, Inc. / KCG AMERICAS LLC - SC 13G/A RMSL Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment 1) RemSleep Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 75990A101 (CUSIP Number) June 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

April 14, 2016 10-K

RemSleep Holdings FORM 10-K ANNUAL REPORT (Annual Report)

10-K 1 f10k12311410k.htm FORM 10-K ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K X . ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission f

February 3, 2016 SC 13G

RMSL / RemSleep Holdings, Inc. / KCG AMERICAS LLC - SC 13G RMSL Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Initial Filing) Under the Securities Exchange Act of 1934 REMSleep Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 75990A101 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

April 2, 2015 8-K/A

Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment #1 CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2015 RemSleep Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53450 33-1176182 (State or other jurisdiction (Commission (

April 2, 2015 EX-3

Exchange Agreement, dated March 31, 2015, between REMSleep Holdings, Inc. and REMSleep LLC

EX-3 2 bvigex3.htm EXCHANGE AGREEMENT EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the “Agreement”) made this 31st day of March, 2015 by and among, RemSleep Holdings, Inc., a Nevada corporation, with offices located at 722 50th Street DesMoines, Iowa 50312 (“RemSleep Holdings”) and RemSleep, LLC, a California corporation, with offices located at 722 50th Street DesMoines, Iowa 50312, (“REMSLEEP, LL

April 1, 2015 8-K

Entry into a Material Definitive Agreement

8-K 1 bvig8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2015 RemSleep Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53450 83-0375241 (State or other jurisdiction

April 1, 2015 EX-3

EXCHANGE AGREEMENT

EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the ?Agreement?) made this 31st day of March, 2015 by and among, RemSleep Holdings, Inc.

March 30, 2015 NT 10-K

RemSleep Holdings FORM 12B-25

NT 10K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING (Check one:) [ X ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2014 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 1

March 2, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 Commission file number: 000-53

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 Commission file number: 000-53450 REMSLEEP HOLDINGS, INC. (Name of registrant as specified in its charter) Nevada 33-1176182 (State or other jurisdiction of incorporation or organi

March 2, 2015 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 Commission f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 Commission file number: 000-53450 RemSleep Holdings Inc. (Name of registrant as specified in its charter) Nevada 33-1176182 (State or other jurisdiction of incorp

March 2, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 Commission file number: 000-534

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 Commission file number: 000-53450 REMSLEEP HOLDINGS, INC. (Name of registrant as specified in its charter) Nevada 33-1176182 (State or other jurisdiction of incorporation or organiz

February 25, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 Commission file number: 000-53

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 Commission file number: 000-53450 RemSleep Holdings Inc. (Name of registrant as specified in its charter) Nevada 33-1176182 (State or other jurisdiction of incorporation or organiz

February 4, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53450 REMSLEEP H

February 3, 2015 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 Commission file number: 000-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 Commission file number: 000-53450 REMSLEEP HOLDINGS, INC. F/K/A KAT GOLD HOLDINGS CORP. (Name of registrant as specified in its charter) Nevada 33-1176182 (State or other jurisdi

February 2, 2015 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 Commission file number: 000-5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 Commission file number: 000-53450 REMSLEEP HOLDINGS, INC. (Name of registrant as specified in its charter) KAT GOLD HOLDINGS CORP. (Former Name of registrant) Nevada 33-1176182 (S

January 13, 2015 EX-3

Certificate of Amendment dated January 5, 2015

Exhibit 3 ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson city, Nevada 89701-4520 (775) 684-5708 Website: www.

January 13, 2015 8-K

Financial Statements and Exhibits

8-K 1 rems8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 6, 2014 REMSLEEP HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Kat Gold Holdings, Corp. (Previous Name of Registrant as

November 10, 2014 DEF 14C

RMSL / RemSleep Holdings, Inc. DEF 14C - - DEFINITIVE INFORMATION STATEMENT

DEF 14C 1 katgdef14c.htm DEFINITIVE INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 [X] Filed by Registrant [ ] Filed by Party other than Registrant Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of

October 29, 2014 PRE 14C

RMSL / RemSleep Holdings, Inc. PRE 14C - - PRELIMINARY INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 [X] Filed by Registrant [ ] Filed by Party other than Registrant Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [

June 2, 2014 DEFR14C

- REVISED DEFINITIVE INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 [X] Filed by Registrant [ ] Filed by Party other than Registrant Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [X

May 13, 2014 PRER14C

- PRELIMINARY INFORMATION STATEMENT, REVISED

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDED SCHEDULE 14C INFORMATION Amended Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 [X] Filed by Registrant [ ] Filed by Party other than Registrant Check the appropriate box: [ x ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Ru

May 8, 2014 PRE 14C

- PRELIMINARY INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 [X] Filed by Registrant [ ] Filed by Party other than Registrant Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [

April 29, 2014 EX-16.1

Bongiovanni & Associates, PA

Exhibit 16.1 Bongiovanni & Associates, PA - PCAOB REGISTERED April 29, 2014 U. S. Securities and Exchange Commission 450 Fifth Street NW Washington DC 20549 Re: Kat Gold Holdings Corp. Dear Sirs: We were previously the principal auditors for Kat Gold Holdings Corp. and we reported on the financial statements of Kat Gold Holdings Corp. We have read Kat Gold Holdings Corp.'s statements under Item 4

April 29, 2014 8-K

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April 3, 2014 KAT GOLD HOLDINGS CORP. (Exact name of registrant as specified in its charter) NEVADA 000-53450 38-3759675 (State or other jurisdiction of incorporation) (Commission File

April 15, 2014 DEF 14C

- DEFINITIVE INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 [X] Filed by Registrant [ ] Filed by Party other than Registrant Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [X

March 26, 2014 PRE 14C

- PRELIMINARY INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 [X] Filed by Registrant [ ] Filed by Party other than Registrant Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [

March 3, 2014 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 katg8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 27, 2014 KAT GOLD HOLDINGS CORP. (Exact name of registrant as specified in its charter) NEVADA 000-53450 38-3759675 (State or other jurisdictio

March 3, 2014 EX-10.1

SHARE EXCHANGE AGREEMENT

SHARE EXCHANGE AGREEMENT THIS AGREEMENT, is entered into this 27th day of February 2014, is between Kat Gold Holdings Corp.

December 3, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 Commission file number: 000-53

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 Commission file number: 000-53450 KAT GOLD HOLDINGS CORP. (Name of registrant as specified in its charter) Nevada 33-1176182 (State or other jurisdiction of incorporation or organi

November 15, 2013 NT 10-Q

- NT 10Q

NT 10-Q 1 bvignt10q.htm NT 10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING (Check one:) [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 2013 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Tran

August 26, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 Commission file number: 000-534

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 Commission file number: 000-53450 KAT GOLD HOLDINGS CORP. (Name of registrant as specified in its charter) Nevada 33-1176182 (State or other jurisdiction of incorporation or organiz

August 14, 2013 NT 10-Q

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: June 30, 2013 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-

June 27, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 Commission file number: 000-53450

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 Commission file number: 000-53450 KAT GOLD HOLDINGS CORP. (Name of registrant as specified in its charter) Nevada 33-1176182 (State or other jurisdiction of incorporation or organizati

June 20, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53450 KAT GOLD H

March 28, 2013 NT 10-K

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR For Period Ended: December 31, 2012 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on For

January 30, 2013 8-K

- CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 30, 2013 KAT GOLD HOLDINGS CORP. (Exact name of registrant as specified in its charter) NEVADA 000-53450 38-3759675 (State or other jurisdiction of incorporation) (Commission F

January 30, 2013 EX-3.1

Certificate of Amendment, dated December 26, 2012

Exhibit 3.1 ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson city, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78390 - After Issuance of Stock) 1. Name of corporation KAT Gold Holdings Corp. 2

January 16, 2013 424B3

PROSPECTUS KAT GOLD HOLDINGS CORP. 261,474,694 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) File No. 333- 180734 PROSPECTUS KAT GOLD HOLDINGS CORP. 261,474,694 Shares of Common Stock We are registering 261,474,694 shares of our common stock, par value $0.001 per share, to be distributed by Kat Exploration, Inc., our parent company. We will not receive any proceeds from the distribution of the shares of common stock to the shareholders of our parent compan

December 26, 2012 DEF 14C

- DEFINITIVE INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(e)(2)) [X] Definitive Information Statement KAT GOLD HOLD

December 11, 2012 PRE 14C

- PRELIMINARY INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(e)(2)) [ ] Definitive Information Statement KAT GOLD HOLD

December 4, 2012 CORRESP

-

Kat Gold Holdings Corp. 1149 Topsail Rd. Mount Pearl, Newfoundland A1N 5G2, CANADA December 4, 2012 VIA FACSIMILE AND EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jonathan Groff, Esq. Re: Kat Gold Holdings Corp. Registration Statement on Form S-1 File No. 333- 180734 Ladies and Gentlemen: Pursuant to Rul

November 30, 2012 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark one) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 [ ] TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark one) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53450 KAT GOLD

November 30, 2012 S-1/A

- AMENDMENT 7

File No. 333- 180734 As filed with the Securities and Exchange Commission on November 30, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 7 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KAT GOLD HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 1040 N/A (State or other jurisdiction of incorpor

November 30, 2012 CORRESP

KAT GOLD HOLDINGS, INC. 1149 Topsail Rd. Mount Pearl, Newfoundland A1N 5G2, CANADA

KAT GOLD HOLDINGS, INC. 1149 Topsail Rd. Mount Pearl, Newfoundland A1N 5G2, CANADA November 30, 2012 Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attn: Larry Spirgel Assistant Director Re: Kat Gold Holdings, Corp. Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2011 Filed November 21, 2012 File No. 000-53450 Dear Mr. Spirg

November 21, 2012 S-1/A

- AMENDMENT #6

File No. 333- 180734 As filed with the Securities and Exchange Commission on November 21, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 6 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KAT GOLD HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 1040 N/A (State or other jurisdiction of incorpor

November 21, 2012 CORRESP

KAT GOLD HOLDINGS, INC. 1149 Topsail Rd. Mount Pearl, Newfoundland A1N 5G2, CANADA

KAT GOLD HOLDINGS, INC. 1149 Topsail Rd. Mount Pearl, Newfoundland A1N 5G2, CANADA November 21, 2012 Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attn: Larry Spirgel Assistant Director Re: Kat Gold Holdings, Corp. Form 10-K for Fiscal Year Ended December 31, 2011 Filed April 16, 2012 Form 10-Q for Fiscal Quarter Ended June 30, 2012 Filed

November 21, 2012 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark one) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 [ ] TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark one) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53450 KAT GOLD

November 19, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 Commission file number: 000-53

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 Commission file number: 000-53450 KAT GOLD HOLDINGS CORP. (Name of registrant as specified in its charter) Nevada 33-1176182 (State or other jurisdiction of incorporation or organi

November 14, 2012 NT 10-Q

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X ] Form 10-Q [ ] Form N-SAR For Period Ended: September 30, 2012 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on F

October 25, 2012 CORRESP

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KAT GOLD HOLDINGS, INC. 1149 Topsail Rd. Mount Pearl, Newfoundland A1N 5G2, CANADA October 25, 2012 Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attn: Larry Spirgel Assistant Director Re: Kat Gold Holdings, Corp. Amendment No. 4 to Registration Statement on Form S-1 Filed October 18, 2012 File No. 333-180734 Dear Mr. Spirgel: Kat Gold Hol

October 25, 2012 S-1/A

- AMENDMENT #5

File No. 333- 180734 As filed with the Securities and Exchange Commission on October 25, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KAT GOLD HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 1040 N/A (State or other jurisdiction of incorpora

October 18, 2012 CORRESP

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KAT GOLD HOLDINGS, INC. 1149 Topsail Rd. Mount Pearl, Newfoundland A1N 5G2, CANADA October 18, 2012 Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attn: Larry Spirgel Assistant Director Re: Kat Gold Holdings, Corp. Amendment No. 3 to Registration Statement on Form S-1 Filed October 5, 2012 File No. 333-180734 Dear Mr. Spirgel: Kat Gold Hold

October 18, 2012 S-1/A

- AMENDMENT NO. 4

S-1/A 1 bvigs1a4.htm AMENDMENT NO. 4 File No. 333- 180734 As filed with the Securities and Exchange Commission on October 18, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KAT GOLD HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 1040 N/A (Sta

October 5, 2012 S-1/A

- AMENDMENT #3

File No. 333- 180734 As filed with the Securities and Exchange Commission on October 5, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KAT GOLD HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 1040 N/A (State or other jurisdiction of incorporat

October 5, 2012 CORRESP

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KAT GOLD HOLDINGS, INC. 1149 Topsail Rd. Mount Pearl, Newfoundland A1N 5G2, CANADA October 5, 2012 Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attn: Larry Spirgel Assistant Director Re: Kat Gold Holdings, Corp. Amendment No. 2 to Registration Statement on Form S-1 Filed August 23, 2012 Response dated September 5, 2012 File No. 333-180734

September 5, 2012 CORRESP

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KAT GOLD HOLDINGS, INC. 1149 Topsail Rd. Mount Pearl, Newfoundland A1N 5G2, CANADA September 5, 2012 Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attn: Larry Spirgel, Assistant Director Re: Kat Gold Holdings, Corp. Amendment No. 2 to Registration Statement on Form S-1 Filed August 23, 2012 File No. 333-180734 Dear Mr. Spirgel: Kat Gold Ho

August 23, 2012 CORRESP

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SICHENZIA ROSS FRIEDMAN FERENCE LLP 61 Broadway, 32nd Floor New York, NY 10006 August 23, 2012 Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.

August 23, 2012 S-1/A

- AMENDMENT #2

S-1/A 1 bvigs1a2.htm AMENDMENT #2 File No. 333- 180734 As filed with the Securities and Exchange Commission on August 23, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KAT GOLD HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 1040 N/A (State o

August 22, 2012 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR o TRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NO. 000-53450 KAT GOL

August 8, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 Commission file number: 000-53450 K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 Commission file number: 000-53450 KAT GOLD HOLDINGS CORP. (Name of registrant as specified in its charter) Nevada 33-1176182 (State or other jurisdiction of incorporation or organizatio

July 10, 2012 CORRESP

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SICHENZIA ROSS FRIEDMAN FERENCE LLP 61 Broadway, 32nd Floor New York, NY 10006 July 10, 2012 Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.

July 10, 2012 S-1/A

- AMENDED REGISTRATION STATEMENT

S-1/A 1 bvigs1a.htm AMENDED REGISTRATION STATEMENT File No. 333-180734 As filed with the Securities and Exchange Commission on July 10, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KAT GOLD HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 104

May 15, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 Commission file number: 000-53450

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 Commission file number: 000-53450 KAT GOLD HOLDINGS CORP. (Name of registrant as specified in its charter) Nevada 33-1176182 (State or other jurisdiction of incorporation or organizati

May 10, 2012 8-K

Current Report

8-K 1 katg8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 4, 2012 KAT GOLD HOLDINGS CORP. (Exact name of registrant as specified in its charter) NEVADA 000-53450 38-3759675 (State or other jurisdiction of i

April 24, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April 18, 2012 KAT GOLD HOLDINGS CORP. (Exact name of registrant as specified in its charter) NEVADA 000-53450 38-3759675 (State or other jurisdiction of incorporation) (Commission Fil

April 24, 2012 EX-10.1

SECURITIES PURCHASE AGREEMENT

EX-10.1 3 katgex101.htm SECURITIES PURCHASE AGREEMENT Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is made and entered into on the 18th day of April, 2012, by and between KAT GOLD HOLDINGS, INC., a corporation organized under the laws of the State of Nevada with offices at 1149 Topsail Road, Mount Pearl, Newfoundland AIN 5G2 Canada (the “Purchase

April 24, 2012 EX-4.1

Series A Preferred Stock Certificate of Designations

Exhibit 4.1 ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson city, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Certificate of Designation (PURSUANT TO NRS 78.1955) Certificate of Designation For Nevada Profit Corporations (Pursuant to NRS 78.1955) 1. Name of corporation KAT Gold Holdings Corp. 2. By resolution of the board of directors pursuant to a provision in t

April 24, 2012 EX-10.3

EMPLOYMENT AGREEMENT

Exhibit 10.3 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT made as of April 18, 2012, by and between Kat Gold Holdings Corp., a Nevada corporation having its principal office at 1149 Topsail Road, Mount Pearl, Newfoundland AIN 5G2 Canada (hereinafter referred to as the “Company”), and Kenneth Stead, with an address at c/o Kat Gold Holdings Corp., 1149 Topsail Road, Mount Pearl, Newfoundland AIN 5G2 Ca

April 24, 2012 EX-10.6

EMPLOYMENT AGREEMENT

EX-10.6 8 katgex106.htm EMPLOYMENT AGREEMENT Exhibit 10.6 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT made as of April 18, 2012, by and between Kat Gold Holdings Corp., a Nevada corporation having its principal office at 1149 Topsail Road, Mount Pearl, Newfoundland AIN 5G2 Canada (hereinafter referred to as the “Company”), and Matthew Sullivan, with an address at 202-15388 24th Avenue, Surrey, BC V4

April 24, 2012 EX-10.4

EMPLOYMENT AGREEMENT

Exhibit 10.4 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT made as of April 18, 2012, by and between Kat Gold Holdings Corp., a Nevada corporation having its principal office at 1149 Topsail Road, Mount Pearl, Newfoundland AIN 5G2 Canada (hereinafter referred to as the “Company”), and Timothy Stead, with an address at c/o Kat Gold Holdings Corp., 1149 Topsail Road, Mount Pearl, Newfoundland AIN 5G2 Ca

April 24, 2012 EX-99.1

KAT Gold Holdings Corp Purchases Global Gold Inc.

Exhibit 99.1 KAT Gold Holdings Corp Purchases Global Gold Inc. Mount Pearl, April 19th, 2012 - KAT Gold Holdings. (OTCBB: BVIG) www.katexploration.com KAT Gold Holdings Corp announced today that it has consummated the acquisition of Global Gold Inc. a privately held Canadian company with assets in Ghana. Ken Stead – CEO of KAT Gold states “With the purchase of Global Gold and its Ekom Eya gold min

April 24, 2012 EX-10.2

ESCROW AGREEMENT

EX-10.2 4 katgex102.htm ESCROW AGREEMENT Exhibit 10.2 ESCROW AGREEMENT ESCROW AGREEMENT, dated April 18, 2012, by and between Kat Gold Holdings, Inc., a corporation organized under the laws of the State of Nevada with offices at 1149 Topsail Road, Mount Pearl, Newfoundland AIN 5G2 Canada (the “Purchaser”), Thomas Brookes, an individual with an address at PO Box 2186, Inuvik X0ET0V (“Brookes”), Mat

April 24, 2012 EX-10.5

EMPLOYMENT AGREEMENT

EX-10.5 7 katgex105.htm EMPLOYMENT AGREEMENT Exhibit 10.5 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT made as of April 18, 2012, by and between Kat Gold Holdings Corp., a Nevada corporation having its principal office at 1149 Topsail Road, Mount Pearl, Newfoundland AIN 5G2 Canada (hereinafter referred to as the “Company”), and Thomas Brookes, with an address at PO Box 2186, Inuvik X0ET0V (hereinafte

April 16, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 [ ] TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53450 KAT GOLD H

April 16, 2012 EX-14

Kat Gold Holdings Corp. CODE OF CONDUCT AND ETHICS A Commitment to Ethical Business Conduct

EX-14 2 bvigex14.htm CODE OF ETHICS Kat Gold Holdings Corp. CODE OF CONDUCT AND ETHICS A Commitment to Ethical Business Conduct The provisions of this Code are mandatory and apply to all employees of Kat Gold Holdings Corporation, and to joint ventures managed by Kat Gold Holdings Corp. The company is expected to adopt the Code and to disseminate its provisions to their employees. It will be the r

April 13, 2012 S-1

Registration Statement - REGISTRATION STATEMENT

File No. 333- As filed with the Securities and Exchange Commission on April 13, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KAT GOLD HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 1040 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard In

March 28, 2012 NT 10-K

- FORM 12B-25

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 COMMISSION FILE NUMBER: 000-53450 NOTIFICATION OF LATE FILING Check One: [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2011 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transit

November 28, 2011 8-K

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 23, 2011 KAT GOLD HOLDINGS CORP. (Exact name of registrant as specified in its charter) NEVADA 000-53450 38-3759675 (State or other jurisdiction of incorporation) (Commission

November 28, 2011 EX-2.1

ASSET PURCHASE AGREEMENT

Exhibit 2.1 ASSET PURCHASE AGREEMENT This Acquisition Agreement (?Agreement?) dated as of November 23, 2011, is made by and between Kat Exploration, Inc., a Nevada corporation (the ?Seller?) and Kat Gold Holdings Corp., a Nevada corporation (?Purchaser?). W I T N E S S E T H: WHEREAS, the Seller is the record and beneficial owner of one hundred percent (100%) of License #011706M, consisting of 20

November 21, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 Commission file number: 000-53450 KAT GOLD HOLDINGS CORP. (Name of registrant as specified in its charter) Nevada 33-1176182 (State or other jurisdiction of incorporation or organi

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