What changed in this filing

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Item 1. Business

2019-04-04 compared with 2018-04-02 · 143 added, 47 removed, 110 unchanged (63% of the section changed)

managements long history in general contracting, coupled with our subject matter expertise and intellectual property (“IP”)

knowledge of solar panels and other leading edge technologies, Sun Pacific Holding (“the Company”) is focused on building

a “Next Generation”

managements history and contacts in general contracting, coupled with our subject matter expertise and intellectual property (“IP”)

knowledge of solar panels and other environmentally friendly technologies, Sun Pacific Holding (“the Company”) is

focused on building a “Next Generation”

green energy company.

The Company offers competitively priced “Next Generation”

panel and lighting products by working closely with design, engineering, integration and installation firms in order to deliver

turnkey solar and other energy efficient solutions.

We provide solar

bus stops, solar trashcans and “street kiosks”

that utilize our unique advertising offerings that provide State and

local municipalities with costs efficient solutions.

We provide general, electrical, and plumbing contracting services to a range

of both public and commercials customers in support of our goals of expanding our green energy market reach.

In conjunction with

these general contracting services and as part of our effort to expand our green energy marketplace, we have recently started

the process to develop and build out a Waste to Energy plant in the State of Rhode Island.

A facility that has the ability to

handle medical waste that we believe may provide the Company with a model that we can replicate in other jurisdictions across

the United States of America.

green energy solutions can be customized to meet most enterprise and/or government mandated regulations and advanced system requirements.

Our portfolio of products and services allow our clients to select a solution that enables them to establish a viable standard

product offering that focuses on the goals of the client’s entire organization.

the Company has five (5) subsidiary holdings.

Sun Pacific Power Corp which was the initial company that specialized in solar,

electrical and general construction, Bella Electric, LLC that in conjunction with the Company operates our electrical contracting

Bella Electric, LLC is a Pennsylvania limited liability company.

The Company also formed Sun Pacific Security Corp., a New

Jersey corporation.

Currently the Company has not begun operations in the security sector, but is reviewing plans to provide residential

and commercial security solutions, including installation and monitoring.

The Company also formed National Mechanical Group Corp,

a New Jersey corporation focused on plumbing operations in the New Jersey and Pennsylvania areas.

The Company also formed Street

Smart Outdoor Corp, a Wyoming corporation that acts as a holding company for the Company’s state specific operations in

unique advertising through solar bus stops, solar trashcans and “street kiosks.”

The Company offers competitively priced “Next

Generation”

solar panel and lighting products by working closely with design, engineering, integration and installation

firms in order to deliver turnkey solar and other energy efficient solutions.

We provide solar bus stops, solar trashcans and

“street kiosks”

that utilize advertising offerings that provide State and local municipalities with costs efficient

We provide general, electrical, and plumbing contracting services to a range of both public and commercials customers

in support of our goals of expanding our green energy market reach.

In conjunction with these general contracting services and

as part of our effort to expand our green energy marketplace, we have recently started the process to develop and build out a

Waste to Energy plant in the State of Rhode Island.

A facility that we believe may have the ability to handle medical waste in

the Northeast Corridor of the United States of America.

the Company has six (6) subsidiary holdings.

Sun Pacific Power Corp which was the initial company that specialized in solar, electrical

and general construction, Bella Electric, LLC that in conjunction with the Company operates our electrical contracting work.

Electric, LLC is a Pennsylvania limited liability company.

The Company also formed Sun Pacific Security Corp., a New Jersey corporation.

Currently the Company has not begun operations in the security sector but is reviewing plans to provide residential and commercial

security solutions, including installation and monitoring.

The Company also formed National Mechanical Group Corp, a New Jersey

corporation focused on plumbing operations in the New Jersey and Pennsylvania areas.

The Company also formed Street Smart Outdoor

Corp, a Wyoming corporation that acts as a holding company for the Company’s state specific operations in unique advertising

through solar bus stops, solar trashcans and “street kiosks.”

MedRecycler, LLC, is a wholly owned subsidiary duly

formed in the state of Nevada.

MedRecycler, LLC was created in 2018 to act as a holding company for potential waste to energy

MedRecycler, LLC, currently owns 51% of MedRecycler RI, Inc.

a Rhode Island Corporation.

MedRecycler RI, Inc.

for the Medical Waste to Energy facility that the Company is attempting to finance and operate in West Warrick, Rhode Island.

of today, our principal source of revenues is derived from Street Smart Outdoor Corp.

operations in the outdoor advertising business

with contracts in place in Rhode Island and Tallahassee, Florida, along with some other minor contracting work.

We are currently

in negotiations with a nationally known outdoor advertising firm to manage and expand our operations, either through a joint venture,

partnership, and or a management arrangement as a result of the company’s insufficient working capital and as an option

to allow for the expansion of our technologies and or contracts by working with other parties that can bring management expertise

and or other resources that may allow us to further optimize our growth strategies.

Pacific Power Corp.

continues to make bids for construction projects throughout the Northeast region.

However, as of today, we

have limited operations in Sun Pacific Power Corp.

Electric, LLC and Sun Pacific Security Corp.

have generally ceased operations, but we maintain the subsidiaries in case we find

opportunities to relaunch our operations.

LLC, a wholly owned subsidiary of Sun Pacific Holding Company currently holds fifty one percent (51%) of MedRecycler-RI, Inc.,

a corporation formed in the state of Rhode Island for the development of waste to energy projects in the state of Rhode Island.

Currently, MedRecycler-RI, Inc.

has entered into an Indenture of Trust in the amount of $6,025,000.00 as bridge financing for

a project in West Warwick, Rhode Island (the “Rhode Island Project”).

The original plan was for a facility in Johnston,

Rhode Island, but through our negotiations, determined that the West Warwick location was more suitable.

The Indenture of Trust

has been secured by all equity holdings in MedRecycler-RI, Inc., all personal holdings of equity in the Company held by Nick Campanella,

our CEO and member of the Board of Directors.

Campanella has further pledged personal property located in Manapalan in excess

of $1,000,000.

Payment for the Indenture of Trust is further guaranteed by the Company and Street Smart Outdoor Corp.

MedRecycler-RI, Inc.

has entered into a lease agreement in West Warwick, Rhode Island, has taken preliminary steps to order the

equipment and is beginning to engage specialists and staff for building out the Rhode Island Project.

In order to secure actual

operations of the Rhode Island Project, we estimate that MedRecycler-RI, Inc.

must still secure a minimum of $14,500,000 in long

term financing.

MedRecycler-RI, Inc.

is currently negotiating with the state of Rhode Island and potential bond financiers to

secure the long financing for the Rhode Island Project.

Although we anticipate, assuming the long-term financing is secured, the

Rhode Island Project may be fully operation as early as the fourth quarter of 2019.

Initially, all operational earnings will be

earmarked for interest, principal repayment, and the fulfillment of other covenants of the long term financing, As we have not

secured long term financing, we can make no statement regarding the long term success of the Rhode Island Project, though, even

in a best case scenario, the Rhode Island Project may not be cash flow positive until fully operational and proceeds fulfill covenants

under the terms of the yet to be finalized debt financing.

Through MeRecycler, LLC, the Company owns fifty-one percent (51%) of

MedRecycler-RI, Inc., which was pledged by the Company to Mr.

Campanella pursuant to a forbearance agreement related to debts

The remaining forty nine percent (49%) of MedRecycler-RI, Inc.

is held by Nicholas Campanella, personally,

Marmac Corporate Advisors, LLC, and Eilers Law Group, P.A., holding thirty nine percent (39%), eight percent (8%), two percent

(2%), respectfully.

Campanella received his ownership as consideration for his personal pledges securing the Indenture of

Trust, Marmac Corporate Advisors, LLC and Eilers Law Group, P.A.

received their respective ownership as consideration for efforts

and services performed.

One hundred percent (100%) of the ownership of MedRecycler-RI, Inc.

has been pledged to bridge financing,

including any pledge rights held by Mr.

Campanella in MedRecycler, LLC.

the Company has been and is insolvent.

Over its history and to augment the Company’s strategy, it has sought out partnerships

and other arrangements with professionals and companies at the operating subsidiary level to counter its insolvent state.

continue to look for opportunities that will allow it to partner with others in the form of debt and or equity and other contributions

at the subsidiary level, and where possible attempt to keep control of at least fifty one percent (51%) of those subsidiaries.

While it will also look for the means to correct its insolvent state at the holding company level, given its current negative

economic condition, many parties continue to prefer to work with the Company at an operational subsidiary level.

The Company is

currently exploring other equity and or debt opportunities to correct its overall insolvent state.

Although we continue operations

through our subsidiary holdings, revenues generated do not produce cash flows sufficient to meet our basic capital requirements.

In order to meet our reporting requirements alone, we will have to seek additional capital through debt or equity financing and/or

request deferred payment or other in-kind payments for services.

Street Smart Outdoor is undercapitalized making expansion of

our advertising products highly unlikely.

Neither the Company nor Street Smart Outdoor have secured additional financing to support

We are attempting to partner or otherwise develop a capital strategy to allow us to grow the outdoor advertising business

that includes financing outdoor structures with other parties, in which we arrange financing arrangements, and we continue to

look for other professional organizations that we can partner with in expanding our contracts.

Our Rhode Island Project currently

represents a liability of over $6,000,000 and has yet to commence.

It will require additional financing, we estimate, of not less

than $8,500,000 to complete the build out of phase one for the facility and $14,500,000 if you include consolidating the current

$6,000,000 short term indenture.

We have plans upon the successful launch of our phase one to double the capacity of the facility,

which will require additional financing.

MedRecycler-RI, Inc.

has yet to secure any additional financing.

Failure to be successful

with Rhode Island Project could lead to bankruptcy of the Company.

objective is to grow our business profitably as a premier green energy-based provider of both product and services to the public

1 unchanged sentence

We are working to deploy our strategy in building upon our general and other contracting expertise in conjunction

with our intellectual property and subject matter expertise in green energy that will allow us to grow a group of profitable business

with our intellectual property and subject matter expertise in green energy that may allow us to grow a group of profitable business

lines in solar, waste to energy, efficient lighting, and other unique energy related areas.

4 unchanged sentences

This technological change and convergence in energy efficient devices, integrated communications among devices, and societal needs

to more effectively and environmentally friendly handle the removal of waste, presents a significant opportunity for us in providing

and supporting simple to complex integrated solutions.

current challenge is reaching critical mass in our solar shelter business, expanding into other green energy related projects,

which all requires acquiring sufficient amounts of investment capital.

We are currently engaging with new sources of capital in

the form of both debt and or equity that will either finance and or partner with us in building and expanding our capabilities.

Upon achieving additional financial support, our strategies to grow our business include expanding our bid and proposal capabilities

and activities, building our management infrastructure, and further developing new technological green energy solutions.

to more effectively and environmentally friendly handle the removal of waste, we believe presents a significant opportunity for

us in providing and supporting simple to complex integrated solutions.

challenges continue to be reaching critical mass in our solar shelter business, expanding into other green energy related projects,

completion of the Rhode Island Project and securing operational capital.

Except for the bridge financing for the Rhode Island

Project, we do not have any existing financing arrangements in place.

While the Company has never been adequately funded from

inception, the Company has attempted to use debt, equity, and other opportunistic in-kind compensation to further the Company’s

strategic vision.

competitive market is made up of a variety of small to large company’s depending upon the area that we are competing within.

22 unchanged sentences

markets and to generate qualified sales leads that will allow us to successfully build strong relationships with key decision

makers involved in the sales process.

We plan to use partnerships and other business arrangements to augment our marketing and sales reach in both our outdoor

advertising, construction, and waste to energy business.

derive a significant amount of our revenues from contracts funded by state governments and large organizations that we provide

8 unchanged sentences

In future periods, we will continue to focus on diversifying our

revenue by increasing the number of commercial customer contracts.

revenue by increasing the number of our customer contracts and seeking out partnerships that will allow us to increase our customer

reach beyond our limited reach.

intellectual property rights are important to our business.

18 unchanged sentences

our intellectual property consists of the application for a patent filed by Sun Pacific Power Corp., our wholly owned subsidiary,

for a frame-less encapsulated photo-voltaic solar panel construction and method and apparatus for making the same, filed

on March 14, 2018.

for a frame-less encapsulated photo-voltaic solar panel construction and method and apparatus for making the same, filed on March

LLC has filed for trademark protection for its name and logo.

The application is currently pending.

business is not seasonal.

45 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business