What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2020-05-20 compared with 2019-04-04 · 163 added, 71 removed, 182 unchanged (56% of the section changed)

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”

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

is focused on building a “Next Generation”

green energy company.

3 unchanged sentences

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.

We provide solar

bus stops, solar trashcans and “street kiosks”

that utilize advertising offerings that provide State and local municipalities

with costs efficient solutions.

In conjunction with our general contracting services and as part of our effort to expand

our green energy marketplace, we have undertaken the process of participating in the development of a Waste to Energy plant in

the State of Rhode Island and have started, through a partnership, with ownership terms to be defined upon securing financing,

the opportunity to develop and build a solar farm in Durango, Mexico.

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 six (6) subsidiary holdings.

6 unchanged sentences

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

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

Currently the Company is

exploring migrating National Mechanical Group Corp from plumbing operations to partnering on a Solar Farm project in Durango Mexico,

in which it will partner with Soluciones De Energia Diversificada Internacional, S.A.P.I.

(“SEDI”), a subsidiary of

Blissful Holdings, LLC.

The partnership has identified and is working towards financing the project with a project funding source/partner

in support of its partnership with SEDI to build and develop the Durango Mexico Solar Farm Project.

The proposed project funding

would be for up to $93 million in capital to build a 50 plus megawatt solar farm in which NMG and SEDI would own up to thirty

five percent, respectively in equity interest in the completed project.

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 projects.

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

1 unchanged sentence

MedRecycler RI, Inc.

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

was created for

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

is currently exploring permanent financing options to fund its operations that meet the underwriting requirements of

various bond/debt investors and issuing authorities, which if put into place would require changes to MedRecycler RI, Inc.’s

and or the Company’s organizational structure.

The Company is exploring creative solutions that would meet the requirements

of the various financing parties and still provide equivalent profit sharing arrangements between the parties that allow Sun Pacific

to also undertake other projects as it focuses on the best organizational structure to allow it to fund and grow its green energy

A proposed solution that we have received initial approval for would in exchange for releasing all guarantees and

other security interests of the Company and its subsidiaries, forgo direct ownership in MedRecycler-RI, Inc., but allow the Company

to receive an economic interest equal to 51% of all profits derived from MedRecycler-RI, Inc.

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.

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

that we are currently reviewing to determine if we shall continue pursuing in the future.

We have recently entered into an agreement

with a nationally known outdoor advertising firm in 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 and advertising

Pacific Power Corp.

2 unchanged sentences

have limited operations in Sun Pacific Power Corp.

and are reviewing continuing general contracting in the region as we shift

our focus to other green energy opportunities.

Electric, LLC and Sun Pacific Security Corp.

23 unchanged sentences

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

secure the long-term financing for the Rhode Island Project.

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

the Rhode Island Project may be fully operational as early as the first quarter of 2020, but, at this time, that schedule could

slip as a result of delays in closing on long-term financing.

All initial operational earnings will be earmarked for interest,

principal repayment, and the fulfillment of other covenants of the long-term financing until all reserves have been met.

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 MedRecycler, 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 owed to Mr.

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.

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

4 unchanged sentences

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

On October 21, 2019, MedRecycler-RI, Inc.

Indenture of Trust to include an addition $2,700,000 in bridge financing to secure delivery of equipment for installation.

is currently exploring permanent financing options to fund its operations that meet the underwriting requirements of

various bond/debt investors and issuing authorities, which if put into place would require changes to MedRecycler RI, Inc.’s

and or the Company’s organizational ownership structure.

The Company is exploring creative solutions that would meet the

requirements of the various financing parties and still provide equivalent profit sharing arrangements between the parties that

would also allow Sun Pacific to undertake other projects as it focuses on the best organizational structure to allow it to fund

and grow its green energy objectives.

the Company is also exploring migrating its subsidiary, National Mechanical Group Corp from plumbing operations to partnering

on a Solar Farm project in Mexico in which it will partner with other subject matter experts and seek project financing.

If successful,

National Mechanical Group Corp would own equity in the partnership that would own a portion of the project and also receive compensation

for its work in project management and other professional services.

September 19, 2019, the United States Patent and Trademark Office published patent US 2019 288 139 A1 for the Frame-Less Encapsulated

Photo-Voltaic (PV) Solar Power Panel Supporting Solar Cell Modules Encapsulated Within Optically-Transparent Epoxy-Resin Material

Coating a Phenolic Resin Support Sheet issued to National Mechanical Group Corp.

Originally designed for application in the solar

bus shelters operated by Street Smart Outdoor Corp, as a glassless solar panel, the Company has developed a patent protected product

and process for creating solar panels that can be integrated directly into the design of products as a molded, weather resistant

The Company will begin work developing a business plan for expanding on either manufacturing or licensing of the technology

the Company has been and is insolvent if you factor in the Company’s debt obligations.

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, coupled with the Company’s use of debt and equity financings.

continues 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.

4 unchanged sentences

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

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

In order to meet our reporting requirements, we may 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.

our advertising products highly unlikely or difficult to expand without the use of potential partnerships and or commission only

sales representatives.

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

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 $8,700,000, if you include the subsequent $2,700,000 in additional short term provide in October 2019 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 $17,200,000 if you include consolidating the current $8,700,000 short term indenture.

The permanent

financing will also require Nicholas Campanella to continue to pledge his assets that are currently pledged under the short-term

debenture for the long term financing.

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.

be successful with the Rhode Island financing could lead to bankruptcy or reorganization of the Company.

has been made clear by the Rhode Island authorities approving long term bond facilities for the MedRecycler-RI, Inc.

that the Company cannot have an ownership interest given its poor creditworthiness and insolvency.

The approving authority has

expressed a desire to sever all economic interest in the Rhode Island Project from the Company, However, we have proposed, and

have received initial approval, whereby in exchange for releasing all guarantees and other security interests of the Company and

its subsidiaries, and forgoing direct ownership in MedRecycler-RI, Inc., the Company shall receive an economic interest equal

to 51% of all profits derived from MedRecycler-RI, Inc.

This will free collateral and cashflow for the development of new projects

of the Company and its subsidiaries, while also removing the debt of MedRecycler-RI, Inc.

from the balance sheet of the Company.

At the same time, once MedRecycler-RI, Inc.

becomes profitable, and has met all requirements of long term financing related to

reserve allocations and profit thresholds, the Company should receive a recurring income from the MedRecycler-RI, Inc.

the limitations on its assets and additional overhead costs related to maintaining the subsidiary and financial reporting.

final agreement will be subject to final approval of the Rhode Island authority, who has provided tentative approval of the economic

interest structure.

The Company will engage independent counsel to negotiate the terms to avoid any potential risks of conflict

Company management has recently been made aware of a derivative lawsuit filed against the Company and others requesting

that the transactions underlying the creation and operation of the Rhode Island Project be unwound.

However, in the event that

such suit was successful, the resulting ownership of MedRecycler-RI, Inc.

would prohibit permanent financing to meet final approval

from the state of Rhode Island, most likely resulting in the holder of the bridge financing to foreclose upon the Rhode Island

Project in its entirety as well as a total change of control of the Company.

The Company believes that the claim has no merit

and that the transaction has been structured in a manner that is most advantageous to the Company and its shareholders by preserving

as much value as possible from the Rhode Island Project, while also balancing the requirements of those parties approving permanent

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

8 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, we believe presents a significant opportunity for

us in providing and supporting simple to complex integrated solutions.

to more effectively and environmentally friendly 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,

1 unchanged sentence

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

Project, we do not have any material 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.

Company has an accumulated deficit of approximately $8.2 million and a working capital deficit of approximately $10.5 million

as of December 31, 2019.

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

There is no guarantee that the Company will be able to raise additional equity or debt financing at acceptable terms,

is no assurance that the Company will ever be profitable.

These consolidated financial statements do not include any adjustments

to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of

liabilities that may result should the Company be unable to continue as a going concern.

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

55 unchanged sentences

we have taken to protect our intellectual property cannot be predicted with certainty.

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

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

The application is currently pending.

September 19, 2019, the United States Patent and Trademark Office published patent US 2019 288 139 A1 for the Frame-Less Encapsulated

Photo-Voltaic (PV) Solar Power Panel Supporting Solar Cell Modules Encapsulated Within Optically-Transparent Epoxy-Resin Material

Coating a Phenolic Resin Support Sheet issued to National Mechanical Group Corp.

Originally designed for application in the solar

bus shelters operated by Street Smart Outdoor Corp, as a glassless solar panel, the Company has developed a patent protected product

and process for creating solar panels that can be integrated directly into the design of products as a molded, weather resistant

The Company will begin work developing a business plan for expanding on either manufacturing or licensing of the technology

LLC holds trademarks for the name and the logo.

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