RemSleep Holdings Inc.

As of March 31, 2021, the Company had approximately 73,121,000 of potentially dilutive shares of common stock from convertible debt and 170,974,026 potentially dilutive shares of common stock warrants.

The Company executed a new employment agreement with Mr. Wood on April 1, 2019. Per the terms of the agreement Mr. Wood is to be compensated $4,000 per month. The agreement expired on April 1, 2020 and has been renewed for two more years. As of March 31, 2021 and December 31, 2020, there is $0 and $2,000 of accrued compensation, respectively, due to Mr. Wood.

Professional fees were $24,598 compared to $9,725 for the three months ended March 31, 2021 and 2020, respectively, an increase of $14,873, or 152.9%. Professional fees consist mostly of accounting, audit and legal fees. The increase is attributed to an increase in both audit and legal fees during the period.

Total other expense for the three months ended March 31, 2021, was $377,202. Other expense includes a gain in the change of fair value of $395,148, a loss on the issuance of convertible debt of $442,979, a penalty for default on convertible debt of $162,798 and interest expense of $166,573 (includes $138,622 amortization of debt discount). In the prior period we had total other expense of $194,130 which included a gain in the change of fair value of $152,875, a loss on the issuance of convertible debt of $186,365 and $160,640 of interest expense (includes $145,740 amortization of debt discount).

For the three months ended March 31, 2021, we received $126,400 from the issuance of convertible debt. We also repaid $867 on our auto loan. For the three months ended March 31, 2020, we received $220,000 from convertible debt loans and repaid $818 on our auto loan.