What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2019-04-04 compared with 2018-04-02 · 528 added, 371 removed, 582 unchanged (61% of the section changed)

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Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were

not effective as a result of continuing weaknesses

in its internal control over financial reporting principally due to the following:

not effective as a result of continuing weaknesses in its internal control over financial reporting principally due to the following:

Company has not established adequate financial reporting monitoring activities to mitigate the risk of management override,

specifically because there are few employees and only two officers with management functions and therefore there is lack of

specifically because there are few employees and only one officers with management functions and therefore there is lack of

segregation of duties.

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to ensure compliance with US GAAP and SEC disclosure requirements.

counsel assists the Company in the external attorneys to review and editing of the annual

and quarterly filings and to ensure compliance with SEC disclosure requirements.

counsel assists the Company in the external attorneys to review and editing of the annual and quarterly filings and to ensure

compliance with SEC disclosure requirements.

such time as the Company raises additional working capital it plans to add staff, initiate training, add additional subject matter

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of the Board, Chief Executive Officer and Director

President and Director

Singer resigned from the Board on May 30, 2018, as evidenced by Form 8-K filed on June 6, 2018

Sumair Mitroo was removed from the Board on January 31, 2019 pursuant to the Bylaws of the Company as evidenced by Form 8-K filed

on February 6, 2019.

Campanella, Director, CEO, and President is the founder of Sun Pacific Power Corp.

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Campanella has been a serial entrepreneur.

He has managed, owned, and led a number of company’s

He has managed, owned, and led a number of companies

in the development, contracting, insurance and manufacturing industries.

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Campanella attended New York Institute of Technology in 1984, where he majored in Business Management.

Randazzo, Director was recently appointed to the Board of Directors of Sun Pacific Power Corp.

Randazzo, Director was recently appointed to the Board of Directors of Sun Pacific Holding Corp.

because of his management

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Randazzo’s experience brings expertise in building and growing businesses.

Mitroo, Director was appointed to the Board of Directors in April 2017.

Mitroo brings an impressive range of education,

research, and proven business experience to the Company.

He graduated with a degree in Chemistry from Case Western Reserve University

As part of a Biochemistry research team at CWRU he assisted in the publication of an article in the NY Academy of Science

in November 1989.

Thereafter, Mr.

Mitroo decided to embark on a career in business and subsequently established a successful sales

career with many companies.

Singer, (Former) President and Director was appointed to the Board of Directors in April 2017.

Singer started

Bill’s Bus, LLC, a bus transportation service providing routes between Isla Vista, California and Santa Barbara, California.

Singer sold the business in 2007.

After selling Bill’s Bus, LLC, Mr.

Singer joined Navellier Select, LLC a Fund of Funds

Navellier was sold in 2009 to Genesis.

Singer joined TruConnect, LLC, a prepaid mobile broadband business

as President, which was sold to a private equity firm.

Since 2013, Mr.

Singer has created Pride Wireless, Inc., a phone service

for the LGBTQ community in conjunction with T-Mobile.

He currently sits as President for Montecito Investments, LLC, a private

investment and sales consulting firm and Summerland Advisors, LLC a wealth management firm.

Singer also sits as Vice President

of Life Clips, Inc.

(LCLP:OTCQB), a publicly traded company selling Mobeego, a onetime use emergency battery for cell phones.

Mitroo, (Former) Director was appointed to the Board of Directors in April 2017.

Mitroo brings an impressive range

of education, research, and proven business experience to the Company.

He graduated with a degree in Chemistry from Case Western

Reserve University (CWRU).

From 1993 to 1995, Mr.

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of Larasan in 2012.

For Larasan, Mr.

Mitroo has spearheaded new product development;

strategic partner development;

business plan

and other documentation;

and also helped with procurement of investments.

He is still currently involved in this role.

has been a consultant for business development for several firms.

His experience and creativity in utilizing technology and people

to provide goal driven solutions has been instrumental for many companies.

Mitroo has a wide range of contacts that he can

readily engage to assist the Company in improving its product offering and its marketing.

Singer, President and Director was appointed to the Board of Directors in April 2017.

Singer started Bill’s

Bus, LLC, a bus transportation service providing routes between Isla Vista, California and Santa Barbara, California.

with a single bus, Mr.

Singer grew the Bill’s Bus, LLC adding 8 additional buses and was generating $325,000 net revenues

He also began utilizing advertising to increase revenues by nearly 15%.

Singer sold the business in 2007.

After selling

Bill’s Bus, LLC, Mr.

Singer joined Navellier Select, LLC a Fund of Funds operation as business development personnel raising

over $25,000,000 over a 1 year period.

Navellier was sold in 2009 to Genesis.

Singer joined TruConnect, LLC, a prepaid

mobile broadband business as President.

The product was sold in Wal-Mart, Radioshack, Target, Best Buy, AAFES and hhgregg.

President, Mr.

Singer was responsible for driving revenues from $1,800,000 to $11,000,000 before the company was sold to a private

Since 2013, Mr.

Singer has created Pride Wireless, Inc., a phone service for the LGBTQ community in conjunction with

He currently sits as President for Montecito Investments, LLC, a private investment and sales consulting firm and Summerland

Advisors, LLC a wealth management firm.

Singer also sits as Vice President of Life Clips, Inc.

(LCLP:OTCQB), a publicly traded

company selling Mobeego, a onetime use emergency battery for cell phones.

Singer brings a great resourced in mergers and acquisitions,

and raising capital.

As the Company looks to have their stock traded on a national exchange, Mr.

Singer will be instrumental in

managing the public company aspects of our Company.

Mitroo has been a consultant for business development for

several firms.

term of the sitting Board of Directors was effective August 24, 2017 and expires on August 23, 2018.

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officers of the Company.

There are no arrangement or understanding between or among the directors or executive officers of the

There is no arrangement or understanding between or among the directors or executive officers of the

Company to which a director or executive officer of the Company was or is to be selected as a director.

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than 10% beneficial owners were complied with.

of the newly appointed Board of Directors or executive officers filed a Form 3 following their appointment on August 24, 2017.

Form 5s were filed for each sitting Director and/or executive officer on March 26, 2018, with the exception of Mr.

Gregory Rodman,

who was removed from the Board of Directors by a majority vote of the remaining members of the Board of Directors pursuant to

Section 20(b) of the Bylaws of the Company.

Executive Compensation

of our offices have received compensation for the last two fiscal years.

of our officers have received compensation in the last two fiscal years.

Employment Agreement

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth, as of March 30, 2018, each person known by the Company to be the officer or director of the

following table sets forth, as of April 4, 2019, each person known by the Company to be the officer or director of the

Company or a beneficial owner of five percent or more of the Company’s common stock.

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of Common Stock (1)

Officers & Directors

Nicholas Campanello

Chairman of the Board.

33,897,166 (2)

Vincent Randanzzo

Sumair Mitroo

William Singer

Owned by all Officers and Directors

>5% Shareholders

Sierra Trading Group

Shareholder (3)

Bezalel Partners, LLC

Shareholder (4)

Taconic Group,

Shareholder (5)

Longside Ventures, LLC

Shareholder (6)

Shareholder (7)

Total Owned by

officers, directors and significant shareholders

Applicable percentage ownership is based on 60,958,373 shares of common stock outstanding as of March 30, 2018.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes

voting or investment power with respect to securities.

Shares of common stock that are currently exercisable or exercisable within

60 days of are deemed to be beneficially owned by the person holding such securities for computing the percentage of ownership

of such person, but are not treated as outstanding for computing the percentage ownership of any other person.

Nicholas Campanella,

our Chairman and Chief Executive Officer holds 12,000,000 shares of Series A Preferred Stock as of March 30, 2018.

A Preferred Stock has voting rights equal to 1 25 votees on all matters submitted to a vote

to the stockholders of the Company, does not have conversion, dividend or distribution upon liquidation rights.

all Officers and Directors

Applicable percentage ownership is based on 119,816,697 shares of common stock outstanding as of April 3, 2019.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally

includes voting or investment power with respect to securities.

Shares of common stock that are currently exercisable or

exercisable within 60 days of are deemed to be beneficially owned by the person holding such securities for computing the

percentage of ownership of such person but are not treated as outstanding for computing the percentage ownership of any other

Nicholas Campanella, our Chairman and Chief Executive Officer holds 12,000,000 shares of Series A Preferred Stock as

of April 3, 2019.

The Series A Preferred Stock has voting rights equal to 125 votes on all matters submitted to a vote to the

stockholders of the Company, does not have conversion, dividend or distribution upon liquidation rights.

As a result, Mr.

Campanella has the equivalent to 1,500,000,000 votes.

Therefore, although the officers, directors and beneficial holders of shares

greater than 5% of the common stock have voting rights equal to 84.58% of the voting rights of the common stock, this amounts

to only 3.30% of the total voting rights available.

Campanella thus has a total of 98.27% of the total voting rights.

Includes shares held by family members.

Mailing address is 520 Brickell Key Drive Unit 1607 Miami, FL 33131

Mailing address is 265 East 66 th Street, Apt.

6C New York, New York 10065

Mailing address is 1835 NE Miami Gardens Drive #272 North Miami Beach, FL 33179

Mailing address is 1800 S Ocean Drive 4402 Hallandale Beach, FL 33009

Mailing address is 15440 SW 82 nd Ave Palmetto Bay, FL 33157

Therefore, although the officers, directors and beneficial holders of

shares greater than 5% of the common stock have voting rights equal to 36.75% of the voting rights of the common stock, this

amounts to only 3.67% of the total voting rights available.

Campanella thus has a total of 96.33% of the total voting

Certain Relationships and Related Transactions and Director Independence

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of Series B Preferred Shares, which automatically converted into 30,126,775 shares of post reverse stock split common shares.

Randazzo, our Director, is the brother-in-law of Nicholas Campanella, our Chairman and Chief Executive Officer

Randazzo, our Director, is the brother-in-law of Nicholas Campanella, our Chairman and Chief Executive Office.

February 7, 2019, MedRecycler-RI, Inc., of which the wholly owned subsidiary of the Company, MedRecycler, LLC, holds fifty one

percent (51%), entered into an Indenture of Trust for a Promissory Note in the amount of $6,025,000.

Pursuant to the Indenture

of Trust, Nicholas Campanella, our CEO and Chairman, provided pledged of personal assets to the note holder, including, real property

and all equity ownership in the Company.

Campanella received thirty nine percent (39%) or thirty-nine thousand shares of MedRecycler-RI,

as consideration for his efforts and services in 2019 as well as his agreement to pledge substantial personal assets.

refer to Note 7 of the financial statements for details related to related party transactions.

Principal Accounting Fees and Services.

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total fees charged by Turner, Stone & Company, LLC in 2018 and 2017 aggregated $29,230 and $4,912, respectively, which includes

fees for the 2016 audited financial statements and review of the quarterly financial statements of for 2017.

Exhibits, Financial Statement Schedules WILLIAM Will REVIEW

and Restated Articles of Incorporation filed May 29, 2015

fees for the 2018 and 2017 audited financial statements and review of the quarterly financial statements for 2018.

Exhibits, Financial Statement Schedules

Amended and Restated Articles of Incorporation filed May 29, 2015

10 October 13, 2015

dated April 5, 2005

Bylaws dated April 5, 2005

10 October 13, 2015

of Series B and Series C Preferred Stock filed with the state of Nevada on August 11, 2017

Designation of Series B and Series C Preferred Stock filed with the state of Nevada on August 11, 2017

8-K August 18, 2017

of Amendment filed with the state of Nevada on October 3, 2017

Certificate of Amendment filed with the state of Nevada on October 3, 2017

8-K October 13, 2017

of Change (Reverse Stock Split) filed with the state of Nevada on October 3, 2017

Certificate of Change (Reverse Stock Split) filed with the state of Nevada on October 3, 2017

8-K October 13, 2017

Acquisition Agreement between the Company and Sun Pacific Power Corp., dated August 16, 2017

Spinoff Agreement with the Company, Randy Romano, and Vaughan Dugan, dated August 24, 2017

The Acquisition Agreement between the Company and Sun Pacific Power Corp., dated August 16, 2017

8-K August 29, 2017

The Spinoff Agreement with the Company, Randy Romano, and Vaughan Dugan, dated August 24, 2017

8-K August 18, 2017

The Forbearance Agreement between the Company and Nicholas Campanella, dated January 11, 2019.

8-K January 14, 2019

Guarantee of Payment and Performance between the Company and UMB Bank, N.A., date February 7, 2019

8-K February 11, 2019

Extension of Forbearance Agreement between the Company and Nicholas Campanella, dated April 3, 2019

Certification

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April 4, 2019

Nicholas Campanella

of the Board of Directors, & Chief Executive Officer

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April 4, 2019

Nicholas Campanella

Financial Officer

(Principal Financial and Accounting Officer)

Financial and Accounting Officer)

accordance with the Exchange Act, this report has been signed below by the following persons on April 1, 2019 on behalf of the

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Vincent Randanzzo

Sumair Mitroo

William Singe r

of Independent Registered Accounting Firm

Balance Sheets as of December 31, 2017 and 2016

Statements of Operations for the Years Ended December 31, 2017 and 2016

Statement of Stockholders’

Consolidated Balance Sheets as of December 31, 2018 and 2017

Consolidated Statements of Operations for the Years Ended December 31, 2018 and 2017

Consolidated Statement of Stockholders’

Deficit for the Years Ended December 31, 2018 and 2017

Statements of Cash Flows for the Years Ended December 31, 2017 and 2016

Consolidated Statements of Cash Flows for the Years Ended December 31, 2018 and 2017

to Consolidated Financial Statements

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have served as the Company’s auditor since 2017.

PACIFIC HOLDING CORP.

BALANCE SHEETS

SUN PACIFIC HOLDING CORP.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2018 AND 2017

December 31, 2018

December 31, 2017

Current Assets:

and cash equivalents

Accounts receivable,

net of allowance for uncollectable accounts of $118,221 and $229,012, respectively

Cash and cash equivalents

Accounts receivable, net of allowance for uncollectable accounts of $145,155

and $118,221, respectively

Other current assets

Total current assets

Property and Equipment,

LIABILITIES AND

STOCKHOLDERS’

Property and Equipment, Net

LIABILITIES AND STOCKHOLDERS’

Current Liabilities:

Accounts payable

Accounts payable,

related party

Accrued compensation

Accrued expenses

Accounts payable, related party

Accrued compensation to officer

Accrued expenses

related party

Dividends payable,

related party

Advances from related

Vehicle installment

notes payable, current portion

Current portion of

Accrued expenses, related party

Dividends payable, related party

Advances from related parties

Project financing obligation

Vehicle installment notes payable, current portion

Convertible notes payable, net of discounts

portion of convertible notes payable, related party, net of discounts

Convertible notes payable, related party, net of discounts

Total current liabilities

Long Term Liabilities:

Convertible notes

payable, net of discounts and current portion

Convertible notes

payable, related party, net of discounts and current portion

installment notes payable, net of current portion

Vehicle installment notes payable, net of current portion

Total liabilities

Commitments and contingencies (see Note 7)

Stockholders’

Preferred stock $0.0001

par value, 20,000,000 million shares authorized:

Series A preferred

Preferred stock $0.0001 par value, 20,000,000 million shares authorized:

Series A preferred stock:

12,000,000 shares designated;

12,000,000 and 2,000,000 shares issued and outstanding, respectively

Series B preferred

12,000,000 shares issued and outstanding

Series B preferred stock:

1,000,000 shares designated;

1,000,000 and -0- shares issued and outstanding, respectively

Series C preferred

-0- shares issued and outstanding, respectively

Series C preferred stock:

500,000 shares designated;

-0- and 275,000 shares issued and outstanding, respectively

Common stock $0.0001

par value, 500,000,000 shares authorized, 60,833,030 and 1,948,308 shares issued and outstanding, respectively

Additional paid in

stockholders’

Total liabilities

and stockholders’

accompanying footnotes are an integral part of these consolidated financial statements.

PACIFIC HOLDING CORP.

STATEMENTS OF OPERATIONS

ENDED DECEMBER 31, 2017 AND 2016

Common stock $0.0001 par value, 500,000,000 shares authorized;

66,901,354 and

60,833,030 shares issued and outstanding, respectively

Additional paid in capital

Accumulated deficit

Total stockholders’

Total liabilities and stockholders’

The accompanying footnotes are an integral part of these consolidated financial statements.

SUN PACIFIC HOLDING CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 2018 AND 2017

Cost of Revenues

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Professional fees

and administrative

operating expenses

General and administrative

Total operating expenses

Loss from operations

Other Income (Expenses):

Loss on settlement

of accrued officer salaries

on settlement of debt

Dividend expense

- preferred stock

Gain on sale of property

and equipment

other income (expense)

Net Loss Per Common

Share - Basic

Weighted Average

Shares Outstanding - Basic

accompanying footnotes are an integral part of these consolidated financial statements.

PAIFIC HOLDING CORP

STATEMENTS OF CHANGES IN STOCKHOLDERS’

ENDED DECEMBER 31, 2017 AND 2016

Loss on settlement of accrued officer salaries

Loss on settlement of debt

Dividend expense - preferred stock

Gain on sale of property and equipment

Interest expense

Total other expense, net

$ (1,775,481 )

$ (2,214,367 )

Net Loss Per Common Share - Basic and Diluted

Weighted Average Shares Outstanding - Basic and Diluted

The accompanying footnotes are an integral part of these consolidated financial statements.

SUN PACIFIC HOLDING CORP

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

YEARS ENDED DECEMBER 31, 2018 AND 2017

A Preferred Stock

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Stockholders’

Balances at December 31, 2015

of Predecessor preferred stock with convertible debt

Balances at December 31, 2016

Pre Merger Share Issuances:

Issuance of common

stock in settlement of convertible debt and promissory notes

Issuance of common

stock for services

Issuance of predecessor

common stock in settlement of debt

Effect on reverse merger on August 24, 2017

Effect of 1-for-50 revers split on October 3,

Conversion of preferred stock issued for reverse

Settlement of debt assumed in reverse merger

Settlement of accrued officer's salaries

Issuance of common stock for cash

Issuance of common stock for services

Loss on settlement of debt

Issuance of common stock warrants for services

at December 31, 2016

$ (2,659,169 )

$ (1,866,297 )

Merger Share Issuances:

of common stock in settlement of convertible debt and promissory notes

of common stock for services

of predecessor common stock in settlement of debt

on reverse merger on August 24, 2017

Effect of 1-for-50 revers

split on October 3, 2017

(443,695,440 )

of preferred stock issued for reverse merger

of debt assumed in reverse merger

of accrued officer’s salaries

of common stock for cash

of common stock for services

of common stock in settlement of debt

of common stock warrants for services

Balances at December

accompanying footnotes are an integral part of these consolidated financial statements.

PACIFIC HOLDING CORP

STATEMENTS OF CASH FLOWS

ENDED DECEMBER 31, 2017 AND 2016

of common stock for cash

of common stock for services

of common stock warrants for services

of common stock warrants with convertible debt

of common stock warrants for extension of maturity of debt

of common stock upon conversion of convertible debt

of preferred stock

at December 31, 2018

$ (6,649,017 )

$ (2,693,077 )

The accompanying footnotes are an integral part of these consolidated financial statements.

SUN PACIFIC HOLDING CORP

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2018 AND 2017

Cash flows from Operating Activities:

Adjustments to reconcile

net loss to net cash used in operating activities:

Amortization of debt

discount - interest expense

Allowance for uncollectable

Gain on sale of property

and equipment

Loss on settlement

of officer compensation

on settlement of debt

Stock issued for

Convertible debt

issued for operating expenses

Changes in operating

assets and liabilities:

$ (1,775,481 )

$ (2,214,366 )

Adjustments to reconcile net loss to net cash used in

operating activities:

Amortization of debt discount - interest expense

Allowance for uncollectable accounts

Gain on sale of property and equipment

Loss on settlement of officer compensation

Loss on conversion of convertible debt

Stock issued for services

Warrants issued for services

Changes in operating assets and liabilities:

Accounts receivable

Accounts payable

Accounts payable,

related party

Accrued compensation

Accrued expenses

Accounts payable, related party

Accrued compensation to officer

Accrued expenses

related party

payable, related party

cash used in operating activities

Accrued expenses, related party

Dividends payable, related party

Net cash used in operating activities

Cash flows from Investing Activities:

Purchase of property

and equipment

from sale of property and equipment

cash provided by (used in) investing activities

Advance to related party

Proceeds from sale of property and equipment

Net cash provided by (used in) investing activities

Cash flows from Financing Activities:

Proceeds from advances

from related parties

Repayments of advances

from related parties

Proceeds from issuance

of common stock

Proceeds from the

issuance of convertible debt

of vehicle installment notes payable

cash provided by financing activities

Net increase (decrease) in cash

Cash at beginning

Cash at end of

Proceeds from advances from related parties

Repayments of advances from related parties

Proceeds from issuance of common stock

Proceeds from the issuance of convertible debt

Repayment of convertible debt

Proceeds from project financing obligation

Repayment of vehicle installment notes payable

Net cash provided by financing activities

Net decrease in cash

Cash at beginning of year

Cash at end of year

Supplemental Disclosure of Cash Flow Information:

Supplemental Disclosure of Non-Cash Investing

and Financing Activities:

Settlement of

amounts due to related party with issuance of common stock

Assumption of

convertible debt from reverse merger

Settlement of

related party advances with the issuance of conertible debt

Debt Discount

on convertible notes payable

Accounts payable

settled through advances

accompanying footnotes are an integral part of these consolidated financial statements.

Interest paid

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Original issue discount on convertible notes

Increase in convertible notes and discounts from extension

Issuance of common stock upon conversion of convertible debt

Debt discounts on convertible notes payable

Automatic redemption of preferred shares

Settlement of amounts due to related party with

issuance of common stock

Assumption of convertible debt from reverse merger

The accompanying footnotes are an integral part of these consolidated financial statements.

PACIFIC HOLDING CORP

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presented have been restated to reflect the reverse stock split.

Company currently generates revenues through its general commercial and residential contracting business.

The Company has focused

is activities in five areas, as a General Commercial Contractor, installers of Solar Powered Bus Shelters, Electrical Contracting,

Plumbing and Securities Systems.

the Company has 4 subsidiary holdings.

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 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”., which is currently the Company’s

only operations.

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.

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”

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.

The Company provides solar

bus stops, solar trashcans and “street kiosks”

that utilize our unique advertising offerings that provide State and

local municipalities with costs efficient solutions.

The Company provides 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.

August 24, 2017, Nicholas Campanella has put forth all his efforts in trying to revitalize the Company and getting it solvent.

Unfortunately, Mr.

Campanella has had limited success in raising capital sufficient to kick start expansion of its businesses.

Any financing that has been received has been very limited and merely sufficient to cover basic costs of being a public company.

As of the date of this filing, revenues are heavily concentrated in operations of the subsidiary Street Smart Outdoor Corp., which

operates in the outdoor advertising space.

These cashflows, however, have not been sufficient to provide working capital for the

parent or to expand operations.

Although there are prospective contracting and construction contracts for Sun Pacific Power Corp.,

a wholly owned subsidiary, in 2018, revenues generated by Sun Pacific Power Corp.

have been limited.

Despite its best efforts,

Sun Pacific Power Corp.

and the Company have been unable to secure financing to complete UL testing for the glassless solar panel.

As a result, contracts have lapsed, and we are unable to assess the marketability of the glassless solar panel product at this

Company has been unable to produce positive cashflows since inception resulting in the Company relying heavily upon toxic convertible

promissory notes and equity financing.

As a result, the Company’s shareholders have suffered from highly dilutive financing.

management is focused on 2 main areas of operations.

1) Expanding the outdoor advertising operated under Street Smart Outdoor

through the engagement of a third-party management service.

2) erecting a waste to energy facility in the state of Rhode

Regarding the outdoor advertising, the Company has yet to secure a relationship with a third-party operator that could

alleviate some of the cashflow constraints of Street Smart Outdoor.

As for the Rhode Island waste to energy project, we currently

require additional financing to complete the installation and build out of the facility.

Currently, MedRecycler-RI, Inc.

$6,025,000 through a promissory note held by UMB Bank, N.A.

as trustee (See Note 10).

In order to secure the financing, all interest

in MedRecycler-RI, Inc., including minority interests have been pledged.

All repayment under the promissory note has been guaranteed

by the Company and Street Smart Outdoor Corp.

Additionally, in order to secure the financing, Nicholas Campanella, our CEO, has

pledged substantial personal assets, including all controlling interest in the Company.

Campanella was issued thirty

nine percent (39%) interest in MedRecycler-RI, Inc.

for his personal contribution, all said interest has been pledged to the Trustee

(See Note 10).

The success of the waste to energy project we estimate will require no less than $8,500,000 in additional financing

and may still not be successful.

Even with timely and fully functioning operations, profits derived from the facility will be

dedicated to servicing the debt for the foreseeable future.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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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

24 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.

100% 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.

In 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.

Effective January 1, 2018, the Company adopted

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

Quantitative disclosures on the disaggregation of revenue are as follows:

Outdoor Advertising Shelter

Service Revenues

ASC 260, “Earnings Per Share”

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their impact was anti-dilutive:

Convertible Debt

Accounting Pronouncements

2014-09, Revenue from Contracts with Customers (Topic 606) - This standard provides a single set of guidelines for revenue

recognition to be used across all industries and requires additional disclosures, which we are currently evaluating.

It is effective

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.

recognition to be used across all industries and requires additional disclosures.

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

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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.

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of liabilities in the normal course of business.

For the period ended December 31, 2017 and 2016, the Company incurred losses

from operations of $930,910 and $1,433,376, respectively.

The Company had a working capital deficit of $1,933,593 as of

December 31, 2017.

For the years ended December 31, 2018 and 2017, the Company incurred losses from

operations of $1,296,638 and $930,911, respectively.

The Company had a working capital deficit of $2,866,303 as

of December 31, 2018.

These circumstances raise substantial doubt about the Company’s ability to continue as a going concern.

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August 24, 2016, the Company issued two two-year unsecured convertible notes payable totaling $200,000 pursuant to a private placement

The notes mature on August 24, 2018 and have an annual interest rate of 12.5%.

The notes matured on August 24, 2018 and have an annual interest rate of 12.5%.

At the election of the holder, upon

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quoted on the OTC Markets and iii) the conversion price is above $0.10.

In connection with the notes, the predecessor Company

issued a total of 200,000 shares of Series B preferred stock, which was canceled upon the reverse merger.

As of December 31, 2017

and 2016, the balance of the notes totaled $192,850 and $200,000, respectively.

The notes are carried at $182,184, net

of unamortized discounts of $10,666 as of December 31, 2017.

In August 2018, the holders of the notes agreed to extend

the maturity date of the notes to December 31, 2018, in exchange for warrants to acquire 600,000 shares of common stock for an

exercise price of $0.31 per share, exercisable over three years.

The Company estimated the fair value of the warrants, totaling

$16,401, using the Black Scholes Method and recorded an additional discount against the note to be amortized over the extended

term of the notes.

The notes are carried at $182,184, net of unamortized discounts of $10,666 as of December 31, 2017.

are carried at $196,850, with no remaining unamortized discount as of December 31, 2018.

The notes are currently past due and

have not been converted.

August 24, 2017, in connection with the reverse merger, the Company assumed convertible notes with an aggregate principal balance

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The notes had a maturity date of October

April 2018, the Company issued convertible notes with an aggregate principal balance of $350,000, for net proceeds after issuance

costs which were recorded as a discount against the debt to be amortized into interest expense through the maturity of the notes,

The notes mature in April 2019, accrue interest at an annual rate of 10% and are convertible into common stock at

a conversion rate equal to the lesser of $0.05 and 60% times the lowest trading price of the Company’s common stock during

the 18 trading days prior to conversion.

Because the conversion feature is indexed to the Company’s stock, and there is

an explicit cap to the total number of shares issuable upon conversion, the Company determine that the embedded conversion option

did not require bifurcation and liability presentation.

The investors in the notes also received warrants to acquire an aggregate

of 6,349,457 shares of common stock for an exercise price of $0.11 per share, exercisable for 2 years.

The Company estimated the

fair value of the warrants using the Black Scholes model and the following assumptions:

volatility –

261.8% to 268.7%;

dividend rate –

risk free rate –

2.49%, and allocated $173,355 of the proceeds to the

warrants, which was recorded as a discount against the debt to be amortized into interest expense through the maturity of the

Based on the allocation of proceeds to the debt, the Company determined there was a beneficial conversion feature totaling

$176,645, which was recorded as a discount against the debt to be amortized into interest expense through the maturity of the

On November 13, 2018, the Company entered into agreements with the holders of the notes to extend the “Prepayment

Termination Date”

to December 23, 2018, as defined in the respective Promissory Notes in exchange for the addition of $25,000

to the principal of the principal of each note, which was recorded as an additional discount against the note and amortized into

interest expense through the extended “Prepayment Termination Date”.

During the year ended December 31, 2018, the

Company amortized $311,879 of the discounts.

As of December 31, 2018, the notes are carried at $226,604, net of unamortized discounts

notes payable, related party

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payable to Nicholas Campanella, Chief Executive Officer of the Company, pursuant to a private placement memorandum.

The note matures

The note matured

on August 24, 2018, has an annual interest rate of 12.5% and is due at maturity.

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As of December 31, 2018 and 2017, the balance of the notes was $75,000.

The notes are carried at $71,000, net of unamortized discounts of $4,000 as of December 31, 2017.

The notes are carried at $76,500 and $71,000, net of unamortized discounts of $0 and $4,000 as of December 31, 2018 and 2017,

respectively.

Financing Obligation

June 2018, the Company received proceeds of $260,000 pursuant to a partnership agreement and related partnership contribution

agreements with third party investors, pursuant which investors have agreed to provide financing for no less than (10) ten new

bus shelters being installed annually.

Each investment in the partnership grants the investor the right to preferential distributions

of profits related to the Company’s contract with Rhode Island.

The investors receive 100% of the profits from the Rhode

Island contract to install 20 bus shelters until 100% of the initial investments are returned.

Thereafter, the investors receive

20% of the remaining profits from Rhode Island contract.

As of December 31, 2018, no profits have been earned on the Rhode Island

contract, no repayments have ocurred and the total amount of investments received totaling $260,00 is reflected on the accompanying

consolidated balance sheet as a Project Financing Obligation.

of credit, related party

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6 - PREFERRED STOCK AND COMMON STOCK

Company is authorized to issue 20,000,000 shares of $0.0001 par value preferred stock as of December 31, 2017.

As of December

31, 2017, the Company has designated 12,000,000 shares of Series A Preferred Stock, 1,000,000 shares of Series B Convertible Preferred

Stock, and 500,000 shares of Series C Convertible Stock.

share of Series A Preferred Stock is entitled to 125 votes on all matters submitted to a vote to the stockholders of the Company,

and does not have conversion, dividend or distribution upon liquidation rights.

In connection with the reverse merger, all of

the outstanding shares of Series A Preferred Stock, totaling 2,000,000 shares were cancelled.

Company is authorized to issue 20,000,000 shares of $0.0001 par value preferred stock.

As of December 31, 2018 and 2017, the Company

has designated 12,000,000 shares of Series A Preferred Stock, 1,000,000 shares of Series B Convertible Preferred Stock, and 500,000

shares of Series C Convertible Stock.

A Preferred Stock - Each share of Series A Preferred Stock is entitled to 125 votes on all matters submitted to a vote

to the stockholders of the Company, and does not have conversion, dividend or distribution upon liquidation rights.

In connection

with the reverse merger, all of the outstanding shares of Series A Preferred Stock, totaling 2,000,000 shares were cancelled.

October 2017, the Company issued 12,000,000 shares of Series A preferred stock and 1,250,000 shares of common stock to its chief

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The Company estimated the fair value of the Series A Preferred

stock based on control premium reported in empirical studies for transactions involving similar entities, and estimated the fair

stock based on control premiums reported in empirical studies for transactions involving similar entities and estimated the fair

value of the common stock based on the publicly quoted trading price on the date of settlement.

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resulting in a loss on settlement of accrued salary of $1,155,767.

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

Each share of Series B Preferred

Stock automatically converted into 30.8565 shares of common stock after giving effect to the reverse stock split that occurred

on October 3, 2017.

Holders of Series B Preferred Stock is entitled to vote and receive distributions upon liquidation with common

stockholders on an as-if converted basis.

connection with the reverse merger, the Company issued 275,000 shares of Series C Preferred Stock.

Holders of Series C

Preferred Stock are not entitled to voting rights or preferential rights upon liquidation.

Each share of Series C Preferred Stock

shall pay 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”).

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

Each share of Series B Preferred Stock automatically converted into 30.8565 shares of common stock after giving effect to the

reverse stock split that occurred on October 3, 2017.

Holders of Series B Preferred Stock is entitled to vote and receive distributions

upon liquidation with common stockholders on an as-if converted basis.

C Preferred Stock - In connection with the reverse merger, the Company issued 275,000 shares of Series C Preferred Stock.

Holders of Series C Preferred Stock are not entitled to voting rights or preferential rights upon liquidation.

Each share of Series

C Preferred Stock shall pay 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.

At the conclusion of twenty-four months after the

Commencement Date, and upon the payment of all dividends due and owing on said Series C Preferred Stock, the Series C Preferred

Stock shall automatically be redeemed by the Corporation and returned to the Corporation for cancellation, as unissued, non-designated,

preferred shares.

During the years ended December 31, 2017 and 2016, the Company recorded dividend expense of $34,375 and $12,055,

respectively, of which $12,663 is reflected as dividends payable, related party on the accompanying consolidated balance sheet

as of December 31, 2017.

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.

At the conclusion of twenty-four months

after the Commencement Date, and upon the payment of all dividends due and owing on said Series C Preferred Stock, the Series

C Preferred Stock shall automatically be redeemed by the Corporation and returned to the Corporation for cancellation, as unissued,

non-designated, preferred shares.

During the years ended December 31, 2018 and 2017, the Company recorded dividend expense of

$22,917 and $34,375, respectively, of which $18,913 is reflected as dividends payable, related party on the accompanying

consolidated balance sheet as of December 31, 2018.

The series C preferred stock were redeemed during the year ended December

January 2017, the Company issued 4,500,000 shares of common stock in settlement of $450,000 due to an affiliate, which was reclassified

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resulting in a loss on settlement of accrued salary of $1,155,767.

the year end December 31, 2017, the Company issued 121,683 for services.

The shares had a grant date fair value of $24,337 based

on prices obtained in recent sales in private placements.

the year end December 31, 2017, the Company issued 121,683 shares of common stock for services.

The shares had a grant date fair

value of $24,337 based on prices obtained in recent sales in private placements.

the year end December 31, 2017, the Company issued 63,248 shares of common stock in settlement of debt in the amount of $3,092

and recognized a loss on settlement of debt of $12,650.

the year end December 31, 2018, the Company sold 1,230,00 shares of common stock for cash of $173,000.

the year end December 31, 2018, the Company issued 668,324 shares of common stock for services rendered with a fair value of $84,209,

based on the trading price of the common stock on the date of grant.

the year end December 31, 2018, the Company issued 4,170,000 shares of common stock, upon the conversion of principal and interest

on convertible notes totaling $16,935, pursuant to the terms of the convertible note.

September 2017, the Company agreed to issue a warrant to purchase 20,000 shares of common stock for an aggregate exercise price

of $10.00 as consideration for consulting services to be provided from October 2017 through March 2018.

Because the warrants were

issued to a non-employee for services, and there was not disincentive of non-performance, the Company estimated the fair value

of the warrants, $7,000 as of December 31, 2017, based on the closing price of the Company’s common stock on December 31,

2017, and recognized $1,167 of expense during the year ended December 31, 2017 based on the portion of the contract period that

The Company will re-value the warrants on the contract expiration date and recognize future expense that results

in cumulative expense recognized for the warrants equals the fair value of the warrants on the contract completion date.

The Company estimated

the fair value of the warrants, $7,000 and recognized $1,167 of expense during the year ended December 31, 2017 based on the portion

of the contract period that had expired and the remaining $5,833 during the year end December 31, 2018.

October 2017, the Company issued warrants to acquire 100,000 shares of common stock at an exercise price of $0.10 per share and

900,000 share of common stock at an exercise price of $45.00 per share, exercisable over 10 years, for services to be rendered

900,000 shares of common stock at an exercise price of $45.00 per share, exercisable over 10 years, for services to be rendered

over a six-month period.

The Company re0measure he warrants as of December 31, 2017, and estimated the fair value of $261,282,

of which $130,641 was expensed during the year ended December 31, 2017.

The Company re-measured the warrants as of December 31, 2017, and estimated the fair value of $261,282,

of which $130,641 was expensed during each of the years ended December 31, 2018 and 2017.

fair value of the warrants was estimated using the Black Scholes Method and the following assumptions:

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Rent expense for the years ended December

31, 2017 was $88,865.

31, 2018 and 2017 was $39,297 and $88,865, respectively.

Future minimum rental payments under this agreement are as follows:

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the years ended December 31, 2018 and 2017, the Company had the following customer concentrations:

Receivable as of December 31,

Less than 10%

Accounts Receivable as

time to time, claims are made against the Company in the ordinary course of business, which could result in litigation.

and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages,

fines, penalties or injunctions prohibiting the Company from selling one or more products or engaging in other activities.

occurrence of an unfavorable outcome in any specific period could have a material adverse effect on the Company’s results

of operations for that period or future periods.

The Company is not presently a party to any pending or threatened legal proceedings.

8 - RELATED PARTY TRANSACTIONS

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During the years ended

December 31, 2017 and 2016, the affiliates made non-interest bearing advances of $321,127 and $545,554, respectively, of which

208,251 was repaid during the year ended December 31, 2017.

The balance of these advances, which are due on demand, totaled $588,517

and $281,390, as of December 31, 2017 and 2016, respectively.

Include in accounts payable related parties as of December 31, 2017

and 2016, are expenses incurred withe these affiliates totaling $85,012 and $75,000, respectively.

December 31, 2018 and 2017, the affiliates made non-interest bearing advances of $23,506 and $321,127, respectively.

of these advances, which are due on demand and include the Line of Credit (See Note 5), totaled $612,023 and $588,517 as of December

31, 2018 and 2017, respectively.

Included in accounts payable related parties as of December 31, 2018 and 2017, are expenses incurred

with these affiliates totaling $91,512 and $85,012, respectively.

fees paid with common stock

the year ended December 31, 2016, the Company incurred expenses with management and affiliates totaling $450,000 for services

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tax rate for financial statement purposes for the years ended December 31, 2018 and 2017:

Federal Statutory Tax Rate

in future tax rates

in valuation allowance

Federal Statutory Tax

Permanent items

Chane in future tax rates

Change in valuation

tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2018 and 2017 are

summarized as follows:

operating loss carry-forwards

Deferred Tax Assets:

Net operating loss carry-forwards

Accrued expenses

Total deferred tax

Valuation allowance

deferred tax assets and liabilities, net

of December 31, 2017, the Company has available net operating loss carry forwards of approximately $2.6 million which begin to

expire in 2036.

of December 31, 2018, the Company has available net operating loss carry forwards of approximately $5.2 million which begin

to expire in 2036.

Company assesses the recoverability of its net operating loss carry forwards and other deferred tax assets and records a valuation

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continues to maintain the valuation allowance until sufficient positive evidence exists to support full or partial reversal.

of December 31, 2017 the Company had a valuation allowance totaling $815,000 against its deferred tax assets due to insufficient

positive evidence, primarily consisting of losses within the taxing jurisdictions that have tax attributes and deferred tax assets.

of December 31, 2018 the Company had a valuation allowance totaling $1,536,000 against its deferred tax assets due

to insufficient positive evidence, primarily consisting of losses within the taxing jurisdictions that have tax attributes and

deferred tax assets.

December 22, 2017, Tax Cuts and Jobs Act (the “Act”) was signed into law.

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implications of the Act may be identified in future periods.

time to time, claims are made against the Company in the ordinary course of business, which could result in litigation.

and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages,

fines, penalties or injunctions prohibiting the Company from selling one or more products or engaging in other activities.

occurrence of an unfavorable outcome in any specific period could have a material adverse effect on the Company’s results

of operations for that period or future periods.

The Company is not presently a party to any pending or threatened legal proceedings.

SUBSEQUENT EVENTS

January 11, 2019, the Company entered into that certain Forbearance Agreement between the Company and Nicholas Campanella.

Campanella is owed approximately $648,400 in principal and interest on loans and lines of credit issued by the Company.

debt obligations are currently in default.

As consideration for the forbearance of those debts, the Company has agreed to provide

a pledge of 100% membership interest in MedRecycler, LLC, and wholly owned subsidiary of the Company organized in the state of

Nevada which holds 51,000 shares of MedRecycler-RI, Inc.

as security against the moneys owed.

The amounts owed to Mr.

date back nearly five years and represent cash payments made by Mr.

Campanella to Sun Pacific Power Corp.

On April 3, 2019, Mr.

Campanella agreed to extend the forbearance until December 31, 2020.

order to secure financing for the MedRecycler-RI, Inc.

West Warrick, Rhode Island waste to energy facility, Mr.

Campanella agreed

that upon initial financing of the project, he shall pledge substantially all of his holdings in the Company, assign his pledges

in MedRecycler, LLC, and certain properties held by Mr.

Campanella, personally, in order to collateralize the debt obligations.

As consideration for his inducement, the Board of Directors has deemed it fair consideration to issue Mr.

Campanella 39,000 shares

of MedRecycler-RI, Inc.

In addition, MedRecycler-RI, Inc.

has engaged the services of Marmac Capital Advisors, LLC and Eilers

Law Group, P.A.

to oversee, negotiate and to facility the financing and capital structure MedRecycler-RI, Inc.

As neither party

has received compensation for their services for the Company or MedRecycler-RI, Inc.

since August of 2018, the Board of Directors

has deemed it fair consideration to issue Marmac Capital Advisors, LLC and Eilers Law Group, P.A.

8,000 and 2,000 shares of MedRecycler-RI,

Inc., respectively.

As a result, the Company shall maintain 51% of the ownership of MedRecycler-RI, Inc.

through its MedRcycler,

LLC holdings.

February 7, 2019, pursuant to an Indenture of Trust entered into by our subsidiary, MedRecycler-RI, Inc., a Rhode Island corporation

and UMB Bank, N.A., a national banking association (“UMB”) (the “Indenture”), Sun Pacific Holding Corp.

(the “Company”) entered into that certain Guarantee of Payment and Performance with UMB acting as Trustee, whereby

the Company agreed to guarantee any and all payments and/or other obligations owed by MedRecycler-RI, Inc.

pursuant to the Indenture.

order to secure the financing described herein, Mr.

Campanella, Marmac Capital Advisors, LLC and Eilers Law Group, P.A.

agreed to pledge, upon funding, 100% of their ownership in MedRecycler-RI, Inc.

as well as Mr.

Campanella’s assignment of

his pledge from the Company of 100% of the membership interests of MedRecycler, LLC.

As a result, 100% of MedRecycler-RI, Inc.

will be pledged, upon funding, to the lending party as security for the note and/or bond.

the terms of the Indenture, MedRecycler-RI, Inc.

issued a promissory note in the amount of $6,025,000.00 as bridge financing for

the initial buildout and payment for the purchase of certain equipment and other costs related to a waste to energy facility in

the state of Rhode Island (the “Note”).

The Note is generally secured by all assets of MedRecycler-RI, Inc.

as certain pledges, guarantees, and other collateral made by MedRecycler-RI, Inc.

and affiliates of the Company, including the

Guarantee of Payment and Performance disclosed herein.

The Note matures on January 29, 2020.

Interest payments are generally prepaid

in a segregated account coming due July 29, 2019 and January 29, 2020.

The intent is to have the Note paid down with larger long-term

financing through a separate indenture of trust for approximately $14,500,000.

We assume that any replacement long-term financing

shall also require, at a minimum, the same pledges, guarantees, and other collateral.

the event that additional financing is not secured, the Trustee will likely foreclose upon the pledges and other interests and

assume control of the Company.

of today, the transaction described above only exacerbates the insolvency of the Company.

We cannot ensure that we will avoid

bankruptcy even with the success of the Rhode Island Project as we do not foresee any cashflows that can be allocated for maintain

operations of the Company.

shares issued for principal & interest on conv.

notes totaling $94,696

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 9A. Controls and Procedures