What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2019-04-04 compared with 2018-04-02 · 137 added, 66 removed, 276 unchanged (42% of the section changed)

11 unchanged sentences

December 31, 2018

February 5, 2019, the Company received notice of a bid price deficiency from OTCMarkets.

We have until May 6, 2019 to cure the

bid price deficiency or risk being downlisted to the OTCPink tier.

of our Common Stock

of March 28, 2019, there were approximately 569 stockholders of record of our common stock.

This number does not

include shares held by brokerage clearing houses, depositories or others in unregistered form.

The stock transfer agent for our

securities is VStock Transfer.

This number does not include shares

held by brokerage clearing houses, depositories or others in unregistered form.

The stock transfer agent for our securities is

VStock Transfer.

have never paid dividends on our Common Stock and intend to continue this policy for the foreseeable future.

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other factors deemed by the management and the Board to be a priority requirement of the business.

Series C Preferred Stock, of which there are currently 275,000 shares, require dividends to be paid at a rate of $3,125 to be

paid annually for each 25,000 shares of the Series C Preferred stock held in quarterly installments.

Series C Preferred Stock holders were to be paid an annual dividend in the amount of $0.125 per year, for a total of $0.25, over

an eighteen (18) month term, from the date of issuance (the “Commencement Date.

Dividend payments shall be payable as follows:

(i) dividend in the amount of $0.0625 per share of Series C Preferred Stock at the end of each of the third quarter and fourth

quarter of the first twelve (12) months of the twenty-four (24) month period after the Commencement Date;

and (ii) dividend in

the amount of $0.03125 per share of Series C Preferred Stock at the end of each of the four quarters of the second twelve ( 12)

months of the twenty-four (24) month period after the Commencement Date.

The source of payment of the dividends will be derived

from up to thirty-five percent (35%) of net revenues (‘‘Net Revenues”) from the Street Furniture Division of

the Corporation following the seventh (7th) month after the Commencement Date.

To the extent the amount derived from the Net Revenues

of the Street Furniture Division is insufficient to pay dividends of Series C Preferred Stock, if a sufficient amount is available,

the next quarterly payment date the funds will first pay dividends of Series C Preferred Stock past due.

As of today’s date,

no dividend payments have been made.

275,000 shares of Series C Preferred Stock were originally issued as Series B Preferred Stock

of Sun Pacific Holding Corp.

and all dividend payments have ceased, leaving only accrued payments due.

Authorized for Issuance Under Equity Compensation Plans

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On the same date, 121,683 shares were issued to Nicholas Campanella for services.

connection with the reverses merger, the Company issued 2,000,000 shares of Series B Preferred Stock.

February 20, 2018, the Company issued 1,250,000 shares of common stock to Nicholas Campanella for services.

On the same date,

100,000 shares of common stock were issued pursuant to 2 subscription agreements purchasing shares at a rate equal to $0.20 per

May 5, 2018, the Company issued 668,324 shares of common stock for settlement of services previously provided.

May 8, 2018, the Company issued 880,000 shares pursuant to subscription agreements purchasing shares of common stock at a rate

of $0.20 per share.

November 13, 2018, the Company issued 620,000 shares of common stock pursuant to conversions of certain convertible promissory

notes at an average price of $0.013 per share.

November 27, 2018, the Company issued 250,000 shares of common stock pursuant to conversion of a portion of a convertible note

at a price of $0.012 per share.

December 6, 2018, the Company issued 500,000 shares of common stock pursuant to a conversion of a portion of a convertible promissory

note at a price of $0.005 per share.

December 10, 2018, the Company issued 1,000,000 shares of common stock pursuant to a conversion of a portion of a convertible

promissory note at a price of $0.0068 per share.

December 26, 2018, the Company issued 1,300,000 shares of common stock pursuant to a conversion of a portion of a convertible

promissory note at a price of $0.005 per share.

December 31, 2018, the Company issued 500,000 shares of common stock pursuant to a conversion of a portion of a convertible promissory

note at a price of $0.0044 per share.

connection with the reverse merger, the Company issued 2,000,000 shares of Series B Preferred Stock.

The Series B Preferred Stock

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the offers and sales of securities listed above were made to accredited investors.

issuance of the above securities is exempt from the registration requirements under Rule 4(2) of the Securities Act of 1933, as

amended, and/or Rule 506 as promulgated under Regulation D.

The issuance of the above securities is exempt

from the registration requirements under Rule 4(2) of the Securities Act of 1933, as amended, and/or Rule 506 as promulgated under

Regulation D.

of Equity Securities

We repurchased

no shares of our Common Stock during the year ended December 31, 2017.

repurchased no shares of our Common Stock during the year ended December 31, 2018.

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

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Organizational

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 has four (4) subsidiary holdings with our principal executive offices located at 215 Gordon’s Corner Road, Suite

1a, Manalapan NJ 07726.

Currently, the Company has six (6) subsidiary holdings

with our principal executive offices located at 215 Gordon’s Corner Road, Suite 1a, Manalapan NJ 07726.

Company was incorporated under the laws of the State of New Jersey on July 28, 2009, as Sun Pacific Power Corporation and together

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to Sun Pacific Holding Corp.

Company has an accumulated deficit of approximately $5.1 million as of December 31, 2017.

The Company’s continuation as

a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it

has not been able to accomplish to date, and/or obtain additional financing from its stockholders and/or other third parties.

Company has an accumulated deficit of $6,649,017 as of December 31, 2018.

The Company’s continuation as a going concern

is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able

to accomplish to date, and/or obtain additional financing from its stockholders and/or other third parties.

order to further implement its business plan and satisfy its working capital requirements, the Company will need to raise additional

58 unchanged sentences

and equipment

and equipment is stated at cost.

and equipment are stated at cost.

Additions and improvements that significantly add to the productive capacity or extend the life

17 unchanged sentences

that the related tax benefits will not be realized.

Company recognizes revenue when services are performed, collection of the relevant receivables is probable, persuasive evidence

of an arrangement exists and the price is fixed or determinable.

of the Company’s revenue for the years ended December 31, 2018 and 2017, is recognized based on the Company’s satisfaction

of distinct performance obligations identified in each agreement, generally at a point in time as defined by Topic 606, as amended.

May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2014-09, Revenue from Contracts

with Customers.

This standard replaced most existing revenue recognition guidance and is codified in FASB ASC Topic 606.

January 1, 2018, the Company adopted ASU No.

2014-09 using the modified retrospective method.

Under the new guidance, the Company

recognizes revenue from contracts based on the Company’s satisfaction of distinct performance obligations identified in

each agreement.

The adoption of the guidance under ASU No.

2014-09 did not result in a material impact on the Company’s

consolidated revenues, results of operations, or financial position.

As part of the implementation of ASC 606 the Company must

present disaggregation of revenues from contracts with customers into categories that depict how the nature, timing, and uncertainty

of revenue and cash flows are affected by economic factors.

Quantitative disclosures on the disaggregation of revenue are as follows:

Outdoor Advertising Shelter Revenues

Contracting Service Revenues

ASC 260, “Earnings Per Share”

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For the years ended

December 31, 2017 and 2016, the following potential shares have been excluded from the calculation of diluted loss per share because

their impact was anti-dilutive:

December 31, 2018 and 2017, the following potential shares have been excluded from the calculation of diluted loss

per share because their impact was anti-dilutive:

Convertible Debt

Accounting Pronouncements

3 unchanged sentences

for annual and interim reporting periods beginning after December 15, 2017.

This standard permits early adoption and the use of

either the retrospective or cumulative-effect transition method.

The Company is continuing to evaluate the standard’s impact

on its results of operations and financial condition, but does not expect a significant impact.

The Company adopted this standard effective January

1, 2018, with no impact on its results of operations and financial condition.

2016-02, Leases (Topic 842) - This standard requires all leases that have a term of over 12 months to be recognized on

11 unchanged sentences

period presented in the financial statements.

We do not plan to adopt this standard early.

We are currently evaluating the potential

impact of this standard on our financial position, but we do not expect it to have a material impact on our results of operations.

The Company is currently evaluating the potential impact of this standard on its

financial position, but we do not expect a material impact on its results of operations and financial condition.

were other new accounting pronouncements issued by the FASB.

3 unchanged sentences

a material impact on the Company’s financial statements.

were other new accounting pronouncements issued by the FASB.

Each of these pronouncements, as applicable, has been or will be

adopted by the Company.

Management does not believe the adoption of any of these accounting pronouncements has had or will have

a material impact on the Company’s financial statements.

of Operations for the Year Ended December 31, 2018 as Compared to the Year Ended December 31, 2017

4 unchanged sentences

with the City of Tallahassee and the State of Rhode Island Transportation Authority and the State of New Jersey and others to

provide and manage approximately 1,700 Solar powered shelters and other related products for a period of up to Ten (10) years

that includes providing WiFi Signal Boosters and Advertising in conjunction with the shelters and other related other outdoor

What changed 10-K

Item 5. Market for Registrant’s Common Equity