11 unchanged sentences
December 31, 2019
−Removed: February 5, 2019, the Company received notice of a bid price deficiency from OTCMarkets.
−Removed: We have until May 6, 2019 to cure the
−Removed: bid price deficiency or risk being downlisted to the OTCPink tier.
of our Common Stock
−Removed: of March 28, 2019, there were approximately 569 stockholders of record of our common stock.
−Removed: This number does not include shares
−Removed: held by brokerage clearing houses, depositories or others in unregistered form.
−Removed: The stock transfer agent for our securities is
−Removed: VStock Transfer.
+Added: of May 19, 2020, there were approximately 569 stockholders of record of our common stock.
+Added: This number does not include
+Added: shares held by brokerage clearing houses, depositories or others in unregistered form.
+Added: The stock transfer agent for our securities
+Added: is VStock Transfer.
have never paid dividends on our Common Stock and intend to continue this policy for the foreseeable future.
13 unchanged sentences
The source of payment of the dividends will be derived
−Removed: from up to thirty-five percent (35%) of net revenues (‘‘Net Revenues”) from the Street Furniture Division of
+Added: 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.
10 unchanged sentences
Sales of Equity Securities
−Removed: that all issuances described below represent the number of shares issued at the time of issuance.
−Removed: On October 13, 2017, the Company
−Removed: implemented a reverse stock split at a rate of 1:50, rounding fractional shares up to the nearest whole share.
−Removed: Therefore, any
−Removed: issuance described below that occurred before October 13, 2017 represents pre-reverse stock split numbers.
−Removed: January 10, 2017, the Company issued to each of Randy Romano, the Company’s President, and Vaughan Dugan, the Company’s
−Removed: Chief Executive Officer, 5,000,000 shares of Series A Preferred Stock of the Company (the “Series A Stock”) in return
−Removed: for the payment to the Company from each of Randy Romano and Vaughan Dugan of $500.
−Removed: December 28, 2016, a holder of a convertible note payable of the Company with an outstanding principal balance of $7,773.60 converted
−Removed: $4,000.00 of the note into 2,601,626 shares of our common stock.
−Removed: Company issued the securities to the noteholder, Ms.
−Removed: Romano and Mr.
−Removed: Dugan in reliance upon exemptions from registration
−Removed: provided by the Securities Act of 1933, as amended.
+Added: or about January 9, 2019, we issued 1,500,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.00292 per share of common stock.
+Added: or about January 15, 2019, we issued 2,000,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.003285 per share of common stock.
+Added: or about January 25, 2019, we issued 2,000,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.0016 per share of common stock.
+Added: or about January 29, 2019, we issued 3,500,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.0018 per share of common stock.
or about February 6, 2019, we issued 3,750,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
debenture at a conversion price of $0.0018 per share of common stock.
+Added: or about February 8, 2019, we issued 3,776,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.0016 per share of common stock.
+Added: or about February 12, 2019, we issued 3,900,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.0018 per share of common stock.
+Added: or about February 22, 2019, we issued 3,776,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.0016 per share of common stock.
+Added: or about February 26, 2019, we issued 4,300,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.0018 per share of common stock.
+Added: or about March 7, 2019, we issued 4,000,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.00168 per share of common stock.
+Added: or about March 11, 2019 we issued 4,700,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.00189 per share of common stock.
+Added: or about March 19, 2019, we issued 5,100,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.00168 per share of common stock.
+Added: or about March 27, 2019, we issued 5,438,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.0014 per share of common stock.
+Added: or about March 26, 2019, we issued 5,400,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.004720741 per share of common stock.
or about April 9, 2019, we issued 5,900,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
−Removed: promissory note at a conversion price of $0.0018 per share of common stock.
+Added: debenture at a conversion price of $0.00144 per share of common stock.
+Added: or about April 16, 2019, we issued 6,000,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.00144 per share of common stock.
+Added: or about April 26, 2019, we issued 5,978,800 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.001280023 per share of common stock.
or about May 1, 2019, we issued 5,978,800 shares of common stock to one entity pursuant to the conversion of a certain convertible
1 unchanged sentence
or about May 1, 2019, we issued 6,700,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
−Removed: promissory note at a conversion price of $0.00165 per share of common stock.
+Added: debenture at a conversion price of $0.001485075 per share of common stock.
or about May 6, 2019, we issued 6,871,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
3 unchanged sentences
or about May 9, 2019, we issued 7,846,500 shares of common stock to one entity pursuant to the conversion of a certain convertible
−Removed: promissory note at a conversion price of $0.0015 per share of common stock.
+Added: debenture at a conversion price of $0.000920028 per share of common stock.
+Added: or about May 21, 2019, we issued 8,622,300 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.001239924 per share of common stock.
+Added: or about May 21, 2019, we issued 8,400,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.0009 per share of common stock.
+Added: or about May 30, 2019, we issued 9,300,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.0009 per share of common stock.
+Added: or about May 31, 2019, we issued 9,471,700 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.000800068 per share of common stock.
or about June 5, 2019, we issued 10,000,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
−Removed: debenture dated June 27, 2015 at a conversion price of $0.00165 per share of common stock.
+Added: debenture at a conversion price of $0.000855 per share of common stock.
or about June 5, 2019, we issued 10,408,400 shares of common stock to one entity pursuant to the conversion of a certain convertible
−Removed: debenture dated July 20, 2016 at a conversion price of $0.00135 per share of common stock.
+Added: debenture at a conversion price of $0.000759963 per share of common stock.
or about June 12, 2019, we issued 5,618,833 shares of common stock to one entity pursuant to the conversion of a certain convertible
−Removed: debenture dated June 27, 2015 at a conversion price of $0.0015 per share of common stock.
+Added: debenture at a conversion price of $0.0007199 per share of common stock.
or about June 13, 2019, we issued 11,200,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
−Removed: debenture dated July 20, 2016 at a conversion price of $0.0011 per share of common stock.
−Removed: August 17, 2017, the Company agreed to issue to 1,000,000 shares of Series B Preferred stock, 200,000 shares of Series C Preferred
−Removed: stock and 284,215,420 shares of common stock to the respective shareholders of Sun Pacific Power Corp in exchange for services.
−Removed: August 24, 2017, in connection with the reverse merger, the Company issued 5,665,092 shares of common stock to the previous stockholders
−Removed: of the Company.
−Removed: October 2017, the Company sold 762,500 shares of common stock for gross proceeds of $152,500.
−Removed: August 24, 2017, in connection with the reverse merger, the Company assumed convertible notes with an aggregate principal balance
−Removed: The notes automatically converted into 17,052,925 shares of common stock on October 3, 2017 upon the effective date
−Removed: of the Company’s reverse split in accordance with the convertible note agreements.
−Removed: November 9, 2017, the Company issued 12,500 shares of common stock pursuant to subscriptions purchasing share at a rate equal
−Removed: to $0.20 per share
−Removed: December 5, 2017, the Company issued 1,575,000 shares of common stock pursuant to subscriptions purchasing share at a rate equal
−Removed: to $0.20 per share.
−Removed: December 19, 2017, the Company issued 258,651 shares of common stock pursuant to subscriptions purchasing shares at a rate equal
−Removed: to $0.20 per share.
−Removed: On the same date, 121,683 shares were issued to Nicholas Campanella for services.
−Removed: February 20, 2018, the Company issued 1,250,000 shares of common stock to Nicholas Campanella for services.
−Removed: On the same date,
−Removed: 100,000 shares of common stock were issued pursuant to 2 subscription agreements purchasing shares at a rate equal to $0.20 per
−Removed: May 5, 2018, the Company issued 668,324 shares of common stock for settlement of services previously provided.
−Removed: May 8, 2018, the Company issued 880,000 shares pursuant to subscription agreements purchasing shares of common stock at a rate
−Removed: of $0.20 per share.
−Removed: November 13, 2018, the Company issued 620,000 shares of common stock pursuant to conversions of certain convertible promissory
−Removed: notes at an average price of $0.013 per share.
−Removed: November 27, 2018, the Company issued 250,000 shares of common stock pursuant to conversion of a portion of a convertible note
−Removed: at a price of $0.012 per share.
−Removed: December 6, 2018, the Company issued 500,000 shares of common stock pursuant to a conversion of a portion of a convertible promissory
−Removed: note at a price of $0.005 per share.
−Removed: December 10, 2018, the Company issued 1,000,000 shares of common stock pursuant to a conversion of a portion of a convertible
−Removed: promissory note at a price of $0.0068 per share.
−Removed: December 26, 2018, the Company issued 1,300,000 shares of common stock pursuant to a conversion of a portion of a convertible
−Removed: promissory note at a price of $0.005 per share.
−Removed: December 31, 2018, the Company issued 500,000 shares of common stock pursuant to a conversion of a portion of a convertible promissory
−Removed: note at a price of $0.0044 per share.
−Removed: connection with the reverse merger, the Company issued 2,000,000 shares of Series B Preferred Stock.
−Removed: The Series B Preferred Stock
−Removed: automatically converted into 30,856,553 shares of common stock after giving effect to the reverse stock split that occurred on
−Removed: October 3, 2017.
−Removed: issuances of the above shares of common stock were exempt from the registration requirements of Section 5 of the Securities Act
−Removed: of 1933 (the “Act”) pursuant to Section 4(a)(2) thereto as isolated transactions not involving a public offering.
−Removed: Following the issuances and as of the date of this filing, the Registrant has a total of 114,378,697 shares of common stock issued
−Removed: and outstanding.
+Added: debenture at a conversion price of $0.00072 per share of common stock.
+Added: or about June 14, 2019, we issued 11,985,594 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.000640018 per share of common stock.
+Added: or about June 20, 2019, we issued 12,600,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.000495 per share of common stock.
+Added: or about June 25, 2019, we issued 13,200,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.000495 per share of common stock.
+Added: or about July 1, 2019, we issued 13,800,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.000495 per share of common stock.
+Added: or about July 9, 2019, we issued 14,500,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.000495034 per share of common stock.
+Added: or about July 11, 2019, we issued 15,200,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.000495 per share of common stock.
+Added: or about July 17, 2019, we issued 16,000,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.00045 per share of common stock.
+Added: or about July 22, 2019, we issued 16,800,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.00045 per share of common stock.
+Added: or about July 30, 2019, we issued 17,600,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.00045 per share of common stock.
+Added: or about August 7, 2019, we issued 18,400,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.00045 per share of common stock.
+Added: or about August 13, 2019, we issued 19,300,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.00045 per share of common stock.
+Added: or about August 28, 2019, we issued 20,000,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.00018 per share of common stock.
+Added: or about September 6, 2019, we issued 21,300,000 shares of common stock to one entity pursuant to the conversion of a certain
+Added: convertible debenture at a conversion price of $0.000135 per share of common stock.
+Added: or about September 11, 2019, we issued 22,300,000 shares of common stock to one entity pursuant to the conversion of a certain
+Added: convertible debenture at a conversion price of $0.000135 per share of common stock.
+Added: or about September 19, 2019, we issued 15,190,000 shares of common stock to one entity pursuant to the conversion of a certain
+Added: convertible debenture at a conversion price of $0.000135 per share of common stock.
+Added: or about October 2, 2019, we issued 24,200,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.00009 per share of common stock.
+Added: or about October 7, 2019, we issued 25,300,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.00018 per share of common stock.
+Added: or about October 8, 2019, we issued 26,500,000 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.00018 per share of common stock.
+Added: or about October 15, 2019, we issued 27,321,556 shares of common stock to one entity pursuant to the conversion of a certain convertible
+Added: debenture at a conversion price of $0.00018 per share of common stock.
+Added: or about November 19, 2019, we issued 29,805,700 shares of common stock to one entity pursuant to a cashless exercise of
+Added: a warrant, with an exercise price of $0.00009 per share of common stock.
+Added: or about December 12, 2019, we issued
+Added: 31,293,000 shares of common stock to one entity pursuant to a cashless exercise of a warrant, with an exercise price of $0.00009
+Added: per share of common stock.
+Added: or about December 19, 2019, we issued 32,854,600 shares of common stock to one entity pursuant to a cashless exercise of a warrant,
+Added: with an exercise price of $0.00009 per share of common stock.
+Added: or about December 26, 2019, we issued 34,494,000 shares of common stock to one entity pursuant to a cashless exercise of a warrant,
+Added: with an exercise price of $0.00009 per share of common stock.
+Added: The issuances of the above shares of common stock were exempt from the registration requirements of Section 5 of the Securities
+Added: Act of 1933 (the “Act”) pursuant to Section 4(a)(2) thereto as isolated transactions not involving a public offering.
+Added: Following the issuances and as of the date of this filing, the Registrant has a total of 966,501,700
+Added: shares of common stock issued and outstanding.
the offers and sales of securities listed above were made to accredited investors.
−Removed: The issuance of the above securities is exempt
−Removed: from the registration requirements under Rule 4(2) of the Securities Act of 1933, as amended, and/or Rule 506 as promulgated under
−Removed: Regulation D.
+Added: issuance of the above securities is exempt from the registration requirements under Rule 4(2) of the Securities Act of 1933, as
+Added: amended, and/or Rule 506 as promulgated under Regulation D.
of Equity Securities
26 unchanged sentences
Organizational
−Removed: managements history and contacts in general contracting, coupled with our subject matter expertise and intellectual property (“IP”)
−Removed: knowledge of solar panels and other environmentally friendly technologies, Sun Pacific Holding (“the Company”) is
−Removed: focused on building a “Next Generation”
+Added: managements history in general contracting, coupled with our subject matter expertise and intellectual property (“IP”)
+Added: knowledge of solar panels and other leading-edge technologies, Sun Pacific Holding (“the Company”) is focused on building
+Added: a “Next Generation”
green energy company.
−Removed: Currently, the Company has six (6) subsidiary holdings
−Removed: with our principal executive offices located at 215 Gordon’s Corner Road, Suite 1a, Manalapan NJ 07726.
−Removed: Company was incorporated under the laws of the State of New Jersey on July 28, 2009, as Sun Pacific Power Corporation and together
−Removed: with its subsidiaries, are referred to as the “Company”.
−Removed: On August 24, 2017, the Company entered into an Acquisition
−Removed: Agreement with EXOlifestyle, Inc.
−Removed: whereby the Company became a wholly owned subsidiary of EXOlifestyle, Inc.
−Removed: The acquisition was
−Removed: accounted for as a reverse merger, resulting in the Company being consider the accounting acquirer.
−Removed: October 3, 2017, pursuant to the written consent of the majority of the shareholders in lieu of a meeting, Sun Pacific Holding
−Removed: Corp., f/k/a EXOlifestyle, Inc.
−Removed: (the “Company”) filed a Certificate of Amendment with the state of Nevada to change
−Removed: the name of the Company from EXOlifestyle, Inc.
−Removed: to Sun Pacific Holding Corp.
−Removed: Company has an accumulated deficit of $6,649,017 as of December 31, 2018.
−Removed: The Company’s continuation as a going concern
−Removed: is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able
−Removed: to accomplish to date, and/or obtain additional financing from its stockholders and/or other third parties.
+Added: The Company offers competitively priced “Next Generation”
+Added: panel and lighting products by working closely with design, engineering, integration and installation firms in order to deliver
+Added: turnkey solar and other energy efficient solutions.
+Added: We provide solar
+Added: bus stops, solar trashcans and “street kiosks”
+Added: that utilize our unique advertising offerings that provide State and
+Added: local municipalities with costs efficient solutions.
+Added: We provide general, electrical, and plumbing contracting services to a range
+Added: of both public and commercials customers in support of our goals of expanding our green energy market reach.
+Added: In conjunction with
+Added: these general contracting services and as part of our effort to expand our green energy marketplace, we have recently started
+Added: the process to develop and build out a Waste to Energy plant in the State of Rhode Island and have started, through a partnership,
+Added: with ownership terms to be defined upon securing financing, the opportunity to develop and build a solar farm in Durango Mexico.
+Added: green energy solutions can be customized to meet most enterprise and/or government mandated regulations and advanced system requirements.
+Added: Our portfolio of products and services allow our clients to select a solution that enables them to establish a viable standard
+Added: product offering that focuses on the goals of the client’s entire organization.
+Added: the Company has six (6) subsidiary holdings.
+Added: Sun Pacific Power Corp which was the initial company that specialized in solar, electrical
+Added: and general construction, Bella Electric, LLC that in conjunction with the Company operates our electrical contracting work.
+Added: Electric, LLC is a Pennsylvania limited liability company.
+Added: The Company also formed Sun Pacific Security Corp., a New Jersey corporation.
+Added: Currently the Company has not begun operations in the security sector but is reviewing plans to provide residential and commercial
+Added: security solutions, including installation and monitoring.
+Added: The Company also formed National Mechanical Group Corp, a New Jersey
+Added: corporation focused on plumbing operations in the New Jersey and Pennsylvania areas.
+Added: Currently the Company is exploring migrating
+Added: National Mechanical Group Corp from plumbing operations to partnering on a Solar Farm project in Durango Mexico in which it will
+Added: partner with Soluciones De Energia Diversificada Internacional, S.A.P.I.
+Added: (“SEDI”), a subsidiary of Blissful Holdings,
+Added: The partnership has identified, received preliminary terms, and is proceeding with due diligence including a site visit in
+Added: December with a project funding source/partner in support of its partnership with SEDI to build and develop the Durango Mexico
+Added: Solar Farm Project.
+Added: The proposed project funding would be for up to $80 million in capital to build a 40 plus megawatt solar farm
+Added: in which NMG and SEDI would own a thirty percent equity interest in the completed project.
+Added: The Company also formed Street Smart
+Added: Outdoor Corp, a Wyoming corporation that acts as a holding company for the Company’s state specific operations in unique
+Added: advertising through solar bus stops, solar trashcans and “street kiosks.”
+Added: MedRecycler, LLC, is a wholly owned subsidiary
+Added: duly formed in the state of Nevada.
+Added: MedRecycler, LLC was created in 2018 to act as a holding company for potential waste to energy
+Added: MedRecycler, LLC, currently owns 51% of MedRecycler RI, Inc.
+Added: a Rhode Island Corporation.
+Added: MedRecycler RI, Inc.
+Added: for the Medical Waste to Energy facility that the Company is attempting to finance and operate in West Warrick, Rhode Island.
+Added: MedRecycler RI, Inc.
+Added: is currently exploring permanent financing options to fund its operations that meet the underwriting requirements
+Added: of various bond/debt investors and issuing authorities, which if put into place would require changes to MedRecycler RI, Inc.’s
+Added: and or the Company’s organizational structure.
+Added: The Company is exploring creative solutions that would meet the requirements
+Added: of the various financing parties and still provide equivalent profit sharing arrangements between the parties that allow Sun Pacific
+Added: to also undertake other projects as it focuses on the best organizational structure to allow it to fund and grow its green energy
+Added: of today, our principal source of revenues is derived from Street Smart Outdoor Corp.
+Added: operations in the outdoor advertising business
+Added: with contracts in place in Rhode Island and Tallahassee, Florida, along with some other minor contracting work that we are currently
+Added: reviewing to determine if we shall continue pursuing in the future.
+Added: We are currently in discussions with a nationally known outdoor
+Added: advertising firm to manage and expand our operations, either through a joint venture, partnership, and or a management arrangement
+Added: as a result of the company’s insufficient working capital and as an option to allow for the expansion of our technologies
+Added: and or contracts by working with other parties that can bring management expertise and or other resources that may allow us to
+Added: further optimize our growth strategies.
+Added: Pacific Power Corp.
+Added: continues to make bids for construction projects throughout the Northeast region.
+Added: However, as of today, we
+Added: have limited operations in Sun Pacific Power Corp.
+Added: and are reviewing continuing general contracting in the region as we shift
+Added: our focus to other green energy opportunities.
+Added: Electric, LLC and Sun Pacific Security Corp.
+Added: have generally ceased operations, but we maintain the subsidiaries in case we find
+Added: opportunities to relaunch our operations.
+Added: LLC, a wholly owned subsidiary of Sun Pacific Holding Company currently holds fifty one percent (51%) of MedRecycler-RI, Inc.,
+Added: a corporation formed in the state of Rhode Island for the development of waste to energy projects in the state of Rhode Island.
+Added: Currently, MedRecycler-RI, Inc.
+Added: has entered into an Indenture of Trust in the amount of $8,725,000.00 as bridge financing for
+Added: a project in West Warwick, Rhode Island (the “Rhode Island Project”).
+Added: The original plan was for a facility in Johnston,
+Added: Rhode Island, but through our negotiations, determined that the West Warwick location was more suitable.
+Added: The Indenture of Trust
+Added: has been secured by all equity holdings in MedRecycler-RI, Inc., all personal holdings of equity in the Company held by Nick Campanella,
+Added: our CEO and member of the Board of Directors.
+Added: Campanella has further pledged personal property located in Manapalan in excess
+Added: of $1,000,000.
+Added: Payment for the Indenture of Trust is further guaranteed by the Company and Street Smart Outdoor Corp.
+Added: MedRecycler-RI, Inc.
+Added: has entered into a lease agreement in West Warwick, Rhode Island, has taken preliminary steps to order the
+Added: equipment, and is beginning to engage specialists and staff for building out the Rhode Island Project.
+Added: In order to secure actual
+Added: operations of the Rhode Island Project, we estimate that MedRecycler-RI, Inc.
+Added: must still secure a minimum of $17,200,000 in long
+Added: term financing.
+Added: MedRecycler-RI, Inc.
+Added: is currently negotiating with the state of Rhode Island and potential bond financiers to
+Added: secure the long-term financing for the Rhode Island Project.
+Added: Although we anticipate, assuming the long-term financing is secured,
+Added: the Rhode Island Project may be fully operational as early as the first quarter of 2020, but, at this time, that schedule could
+Added: slip as a result of delays in closing on long-term financing.
+Added: All initial operational earnings will be earmarked for interest,
+Added: principal repayment, and the fulfillment of other covenants of the long-term financing until all reserves have been met.
+Added: have not secured long term financing, we can make no statement regarding the long term success of the Rhode Island Project, though,
+Added: even in a best case scenario, the Rhode Island Project may not be cash flow positive until fully operational and proceeds fulfill
+Added: covenants under the terms of the yet to be finalized debt financing.
+Added: Through MedRecycler, LLC, the Company owns fifty-one percent
+Added: (51%) of MedRecycler-RI, Inc., which was pledged by the Company to Mr.
+Added: Campanella pursuant to a forbearance agreement related
+Added: to debts owed to Mr.
+Added: The remaining forty nine percent (49%) of MedRecycler-RI, Inc.
+Added: is held by Nicholas Campanella,
+Added: personally, Marmac Corporate Advisors, LLC, and Eilers Law Group, P.A., holding thirty nine percent (39%), eight percent (8%),
+Added: two percent (2%), respectfully.
+Added: Campanella received his ownership as consideration for his personal pledges securing the Indenture
+Added: of Trust, Marmac Corporate Advisors, LLC and Eilers Law Group, P.A.
+Added: received their respective ownership as consideration for efforts
+Added: and services performed.
+Added: One hundred percent (100%) of the ownership of MedRecycler-RI, Inc.
+Added: has been pledged to bridge financing,
+Added: including any pledge rights held by Mr.
+Added: Campanella in MedRecycler, LLC.
+Added: On October 21, 2019, MedRecycler-RI, Inc.
+Added: Indenture of Trust to include an addition $2,700,000 in bridge financing to secure delivery of equipment for installation.
+Added: is currently exploring permanent financing options to fund its operations that meet the underwriting requirements of
+Added: various bond/debt investors and issuing authorities, which if put into place would require changes to MedRecycler RI, Inc.’s
+Added: and or the Company’s organizational ownership structure.
+Added: The Company is exploring creative solutions that would meet the
+Added: requirements of the various financing parties and still provide equivalent profit sharing arrangements between the parties that
+Added: would also allow Sun Pacific to undertake other projects as it focuses on the best organizational structure to allow it to fund
+Added: and grow its green energy objectives.
+Added: the Company is also exploring migrating its subsidiary, National Mechanical Group Corp from plumbing operations to partnering
+Added: on a Solar Farm project in Mexico in which it will partner with other subject matter experts and seek project financing.
+Added: If successful,
+Added: National Mechanical Group Corp would own equity in the partnership that would own a portion of the project and also receive compensation
+Added: for its work in project management and other professional services.
+Added: September 19, 2019, the United States Patent and Trademark Office published patent US 2019 288 139 A1 for the Frame-Less Encapsulated
+Added: Photo-Voltaic (PV) Solar Power Panel Supporting Solar Cell Modules Encapsulated Within Optically-Transparent Epoxy-Resin Material
+Added: Coating a Phenolic Resin Support Sheet issued to National Mechanical Group Corp.
+Added: Originally designed for application in the solar
+Added: bus shelters operated by Street Smart Outdoor Corp, as a glassless solar panel, the Company has developed a patent protected product
+Added: and process for creating solar panels that can be integrated directly into the design of products as a molded, weather resistant
+Added: The Company will begin work developing a business plan for expanding on either manufacturing or licensing of the technology
+Added: the Company has been and is insolvent if you factor in the Company’s debt obligations.
+Added: Over its history and to augment the
+Added: Company’s strategy, it has sought out partnerships and other arrangements with professionals and companies at the operating
+Added: subsidiary level to counter its insolvent state, coupled with the Company’s use of debt and equity financings.
+Added: continues to look for opportunities that will allow it to partner with others in the form of debt and or equity and other contributions
+Added: at the subsidiary level, and where possible attempt to keep control of at least fifty one percent (51%) of those subsidiaries.
+Added: While it will also look for the means to correct its insolvent state at the holding company level, given its current negative
+Added: economic condition, many parties continue to prefer to work with the Company at an operational subsidiary level.
+Added: The Company is
+Added: currently exploring other equity and or debt opportunities to correct its overall insolvent state.
+Added: Although we continue operations
+Added: through our subsidiary holdings, revenues generated do not fully produce cash flows sufficient to meet our basic capital requirements.
+Added: In order to meet our reporting requirements alone, we will have to seek additional capital through debt or equity financing and/or
+Added: request deferred payment or other in-kind payments for services.
+Added: Street Smart Outdoor is undercapitalized making expansion of
+Added: our advertising products highly unlikely or difficult to expand without the use of potential partnerships and or commission only
+Added: sales representatives.
+Added: Neither the Company nor Street Smart Outdoor have secured additional financing to support operations.
+Added: are attempting to partner or otherwise develop a capital strategy to allow us to grow the outdoor advertising business that includes
+Added: financing outdoor structures with other parties, in which we arrange financing arrangements, and we continue to look for other
+Added: professional organizations that we can partner with in expanding our contracts.
+Added: Our Rhode Island Project currently represents
+Added: a liability of over $8,700,000, if you include the subsequent $2,700,000 in additional short term provide in October 2019 and
+Added: has yet to commence.
+Added: It will require additional financing, we estimate, of not less than $8,500,000 to complete the build out
+Added: of phase one for the facility and $17,200,000 if you include consolidating the current $8,700,000 short term indenture.
+Added: The permanent
+Added: financing will also require Nicholas Campanella to continue to pledge his assets that are currently pledged under the short-term
+Added: debenture for the long term financing.
+Added: We have plans upon the successful launch of our phase one to double the capacity of the
+Added: facility, which will require additional financing.
+Added: MedRecycler-RI, Inc.
+Added: has yet to secure any additional financing.
+Added: be successful with the Rhode Island financing could lead to bankruptcy or reorganization of the Company.
+Added: has been made clear by the Rhode Island authorities approving long term bond facilities for the MedRecycler-RI, Inc.
+Added: that the Company cannot have an ownership interest given its poor creditworthiness and insolvency.
+Added: The approving authority has
+Added: expressed a desire to sever all economic interest in the Rhode Island Project from the Company, However, we have proposed, and
+Added: have received initial approval, whereby in exchange for releasing all guarantees and other security interests of the Company and
+Added: its subsidiaries, and forgoing direct ownership in MedRecycler-RI, Inc., the Company shall receive an economic interest equal
+Added: to 51% of all profits derived from the MedRecycler-RI, Inc.
+Added: This will free collateral and cashflow for the development of new
+Added: projects of the Company and its subsidiaries, while also removing the debt of MedRecycler-RI, Inc.
+Added: from the balance sheet of the
+Added: At the same time, once MedRecycler-RI, Inc.
+Added: becomes profitable, and has met all requirements of long term financing related
+Added: to reserve allocations and profit thresholds, the Company should receive a recurring income from the MedRecycler-RI, Inc.
+Added: the limitations on its assets and additional overhead costs related to maintaining the subsidiary and financial reporting.
+Added: final agreement will be subject to final approval of the Rhode Island authority, who has provided tentative approval of the economic
+Added: interest structure.
+Added: The Company will engage independent counsel to negotiate the terms to avoid any potential risks of conflict
+Added: Company management has recently been made aware of a derivative lawsuit filed against the Company and others requesting
+Added: that the transactions underlying the creation and operation of the Rhode Island Project be unwound.
+Added: However, in the event that
+Added: such suit was successful, the resulting ownership of MedRecycler-RI, Inc.
+Added: would prohibit permanent financing to meet final approval
+Added: from the state of Rhode Island, most likely resulting in the holder of the bridge financing to foreclose upon the Rhode Island
+Added: Project in its entirety as well as a total change of control of the Company.
+Added: The Company believes that the claim has no merit
+Added: and that the transaction has been structured in a manner that is most advantageous to the Company and its shareholders by preserving
+Added: as much value as possible from the Rhode Island Project, while also balancing the requirements of those parties approving permanent
+Added: objective is to grow our business profitably as a premier green energy-based provider of both product and services to the public
+Added: and private sectors.
+Added: We are working to deploy our strategy in building upon our general and other contracting expertise in conjunction
+Added: with our intellectual property and subject matter expertise in green energy that may allow us to grow a group of profitable business
+Added: lines in solar, waste to energy, efficient lighting, and other unique energy related areas.
+Added: advances in a multitude of different yet converging technologies have significantly improved the ability to integrate energy efficient
+Added: products and solutions into infrastructure related projects.
+Added: These technological advances decrease the requirements needed to
+Added: jointly operate a multitude of differing assets, devices, and tools that create new ways to integrate evolving new technologies.
+Added: This technological change and convergence in energy efficient devices, integrated communications among devices, and societal needs
+Added: to more effectively and environmentally friendly we believe presents a significant opportunity for us in providing and supporting
+Added: simple to complex integrated solutions.
+Added: challenges continue to be reaching critical mass in our solar shelter business, expanding into other green energy related projects,
+Added: completion of the Rhode Island Project and securing operational capital.
+Added: Except for the bridge financing for the Rhode Island
+Added: Project, we do not have any material existing financing arrangements in place.
+Added: While the Company has never been adequately funded
+Added: from inception, the Company has attempted to use debt, equity, and other opportunistic in-kind compensation to further the Company’s
+Added: strategic vision.
+Added: Company has an accumulated deficit of $8,342,437 and a working capital deficit of $10,491,807 as of December 31, 2019.
+Added: The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations
+Added: to meet its obligations, which it has not been able to accomplish to date, and/or obtain additional financing from its stockholders
+Added: 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
19 unchanged sentences
Consolidation
−Removed: consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.
−Removed: All significant intercompany
−Removed: balances and transactions have been eliminated.
+Added: consolidated financial statements include the accounts of the Company and its wholly owned, and less-than-wholly owned subsidiaries
+Added: of which the Company holds a controlling interest.
+Added: All significant intercompany balances and transactions have been eliminated.
+Added: Amounts attributable to minority interests in the Company’s less-than-wholly owned subsidiary are presented as non-controlling
+Added: interest on the accompanying condensed consolidated balance sheets and statements of operations.
and cash equivalents
1 unchanged sentence
maturities of three months or less when purchased.
−Removed: As of December 31, 2018, the Federal Deposit Insurance Corporation (FDIC) provided
−Removed: insurance coverage of up to $250,000, per depositor, per institution.
−Removed: At December 31, 2018, none of the Company’s cash balances
−Removed: were in excess of federally insured limits.
+Added: The Federal Deposit Insurance Corporation (FDIC) provided insurance coverage
+Added: of up to $250,000, per depositor, per institution.
+Added: At December 31, 2019, none of the Company’s cash balances were in excess
+Added: of federally insured limits with the exception of $1,161,388 of cash balances held in escrow at UMB Bank, NA under a project fund
+Added: that the Company’s subsidiary, MedRecycler-RI, Inc.
+Added: is drawing balances against for the development of its Medical Waste
+Added: to Energy project in Rhode Island.
+Added: Any and all withdrawals are strictly controlled by the lending institution and use of proceeds
+Added: must be approved prior to release of funds.
the normal course of business, we decide to extend credit to certain customers without requiring collateral or other security
8 unchanged sentences
allowance for doubtful accounts totaled $22,835 and $145,055 as of December 31, 2019 and 2018, respectively.
+Added: February 2016, the FASB issued ASU No.
+Added: 2016-02 (Topic 842).
+Added: Topic 842 amends several aspects of lease accounting, including requiring
+Added: lessees to recognize leases with a term greater than one year as a right-of-use asset and corresponding liability, measured at
+Added: the present value of the lease payments.
+Added: In July 2018, the FASB issued supplemental adoption guidance and clarification to Topic
+Added: 842 within ASU 2018-10 “Codification Improvements to Topic 842, Leases”
+Added: and ASU 2018-11 “Leases (Topic 842):
+Added: Targeted Improvements.”
+Added: The new guidance aims to increase transparency and comparability among organizations by requiring
+Added: lessees to recognize lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about
+Added: leasing arrangements.
+Added: A modified retrospective application is required with an option to not restate comparative periods in the
+Added: period of adoption.
+Added: Company, effective January 1, 2019 has adopted the provisions of the new standard.
+Added: The Company has operating leases for warehouses
+Added: Management evaluates each lease independently to determine the purpose, necessity to its future operations in addition
+Added: to other appropriate facts and circumstances.
+Added: adopted Topic 842 using a modified retrospective approach for all existing leases at January 1, 2019.
+Added: The adoption of Topic 842
+Added: impacted our balance sheet by the recognition of the operating lease right-of-use assets and the liability for operating leases.
+Added: Accordingly, upon adoption, leases that were classified as operating leases under the previous guidance were classified as operating
+Added: leases under Topic 842.
+Added: The lease liability is based on the present value of the remaining lease payments, discounted using a
+Added: market based incremental borrowing rate as the effective date of January 1, 2019 using current estimates as to lease term including
+Added: estimated renewals for each operating lease.
+Added: As of January 1, 2019, the Company recorded an adjustment of approximately $1,339,000
+Added: to operating lease right-of-use assets (“ROU”) and the related lease liability (Note 7).
+Added: the year ended December 31, 2019, the Company made deposits of approximately $5,000,000 pursuant to a purchase of equipment costing
+Added: approximately $7,200,000.
+Added: We are currently estimating a commence of operations in late summer to early fall of 2020 at MedRecycler-RI,
+Added: Inc.’s West Warwick, Rhode Island facility.
Contingencies
13 unchanged sentences
value of financial instruments
−Removed: carrying amounts of the Company’s accounts payable, accrued expenses, and shareholder advances approximate fair value due
−Removed: to their short-term nature.
−Removed: The Company’s long-term debt approximates fair value based on prevailing market rates.
+Added: carrying amounts of the Company’s accounts payable, accrued expenses, and accrued expenses due to related parties approximate
+Added: fair value due to their short-term nature.
+Added: The Company’s long-term debt approximates fair value based on prevailing market
and equipment
7 unchanged sentences
lesser of the estimated remaining useful life of the asset or the remaining lease term.
+Added: Interest costs incurred that are directly
+Added: related to the construction of long term assets are capitalized during the construction period.
+Added: As of December 31, 2019 and 2018,
+Added: $651,828 and $0, respectively, is included in proprerty plant and equipment.
+Added: the year ended December 31, 2019, the Company incurred total interest costs of $1,025,926, of which, $651,828 was capitalized
+Added: and included in property and equipment as of December 31, 2019.
+Added: of long-lived assets
+Added: Company periodically reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that
+Added: the carrying amount of an asset may not be realizable.
+Added: An impairment loss would be recognized when estimated future cash flows
+Added: expected to result from the use of the asset and its eventual disposition is less than its carrying amount.
+Added: At December 31, 2019
+Added: and 2018, the Company has not identified any such impairment losses.
ASC Topic 740, “Income Taxes”, the Company is required to account for its income taxes through the establishment of
28 unchanged sentences
Quantitative disclosures on the disaggregation of revenue are as follows:
−Removed: Outdoor Advertising Shelter Revenues
−Removed: Contracting Service Revenues
+Added: Outdoor Advertising
+Added: Shelter Revenues
+Added: Service Revenues
ASC 260, “Earnings Per Share”
4 unchanged sentences
share in the earnings or losses of the entity.
−Removed: For the years ended December 31, 2018 and 2017, basic and diluted loss per share
+Added: For the Year ended December 31, 2019 and 2018, basic and diluted loss per share
are the same as the calculation of diluted per share amounts would result in an anti-dilutive calculation.
For the years ended
−Removed: December 31, 2018 and 2017, the following potential shares have been excluded from the calculation of diluted loss
−Removed: per share because their impact was anti-dilutive:
−Removed: Convertible Debt
−Removed: Accounting Pronouncements
−Removed: 2014-09, Revenue from Contracts with Customers (Topic 606) - This standard provides a single set of guidelines for revenue
−Removed: recognition to be used across all industries and requires additional disclosures, which we are currently evaluating.
−Removed: It is effective
−Removed: for annual and interim reporting periods beginning after December 15, 2017.
−Removed: The Company adopted this standard effective January
−Removed: 1, 2018, with no impact on its results of operations and financial condition.
−Removed: 2016-02, Leases (Topic 842) - This standard requires all leases that have a term of over 12 months to be recognized on
−Removed: the balance sheet with the liability for lease payments and the corresponding right-of-use asset initially measured at the present
−Removed: value of amounts expected to be paid over the term.
−Removed: Recognition of the costs of these leases on the income statement will be dependent
−Removed: upon their classification as either an operating or a financing lease.
−Removed: Costs of an operating lease will continue to be recognized
−Removed: as a single operating expense on a straight-line basis over the lease term.
−Removed: Costs for a financing lease will be disaggregated
−Removed: and recognized as both an operating expense (for the amortization of the right-of-use asset) and interest expense (for interest
−Removed: on the lease liability).
−Removed: This standard will be effective for our interim and annual periods beginning January 1, 2019 and must
−Removed: be applied on a modified retrospective basis to leases existing at, or entered into after, the beginning of the earliest comparative
−Removed: period presented in the financial statements.
−Removed: The Company is currently evaluating the potential impact of this standard on its
−Removed: financial position, but we do not expect a material impact on its results of operations and financial condition.
−Removed: were other new accounting pronouncements issued by the FASB.
−Removed: Each of these pronouncements, as applicable, has been or will be
−Removed: adopted by the Company.
−Removed: Management does not believe the adoption of any of these accounting pronouncements has had or will have
−Removed: a material impact on the Company’s financial statements.
−Removed: were other new accounting pronouncements issued by the FASB.
−Removed: Each of these pronouncements, as applicable, has been or will be
−Removed: adopted by the Company.
−Removed: Management does not believe the adoption of any of these accounting pronouncements has had or will have
−Removed: a material impact on the Company’s financial statements.
+Added: December 31, 2019 and 2018, all potential shares have been excluded from the calculation of diluted loss per share because their
+Added: impact was anti-dilutive.
of Operations for the Year Ended December 31, 2019 as Compared to the Year Ended December 31, 2018
the year ended December 31, 2019, revenues decreased by $283,917, from $584,650 for the year ended December 31, 2018 to
−Removed: in 2018, due to the migration away from General Contracting services towards the development of Green Energy Projects including
−Removed: the sale of Solar powered shelters and other energy related projects.
−Removed: The Company has entered into revenue sharing agreements
−Removed: with the City of Tallahassee and the State of Rhode Island Transportation Authority and the State of New Jersey and others to
−Removed: provide and manage approximately up to 1,700 Solar powered shelters and other related products for a period of up to Ten (10)
−Removed: years that may include providing WiFi Signal Boosters and Advertising in conjunction with the shelters and other related other
−Removed: outdoor related products.
−Removed: Depending upon the timing of installation and advertising revenue generated per shelter and or other
−Removed: advertising-based product, the Company’s Revenue may increase materially from this green energy offering.
−Removed: the first quarter of 2019, the Company, through its subsidiary, MedRecycler, Inc., has secured bridge financing of $6,025,000
−Removed: to begin building out its waste to energy facility in West Warwick, Rhode Island.
−Removed: Depending upon the successful completion of
−Removed: raising the necessary capital and completing the facility timely, revenues may also increase materially from this additional green
−Removed: energy offering.
−Removed: However, any profits will be initially dedicated to servicing the debt load, paying principal, and building reserves
−Removed: under to be determined covenants for the project.
−Removed: These items along with other revenue generating opportunities under review by
−Removed: the Company may cause dramatic shifts in the Company’s comparative revenue profile of the products and services that the
−Removed: Company provides in the future.
−Removed: the year ended December 31, 2018, cost of revenues decreased by $439,310, from $750,802 for the year ended December 31, 2017 to
−Removed: $311,492 in 2018, due to lesser revenues generated from General Contracting services in the Company’s migration to Green
−Removed: Energy Projects.
−Removed: Upon the successful launch and completion of the Company’s Waste to Energy facility and the increase in
−Removed: the Company’s Solar shelters the Company’s Cost of Revenues may increase on an absolute basis, in particular for the
−Removed: Waste to Energy facility.
−Removed: the year ended December 31, 2018, operating expenses increased by $127,785, from $1,432,783 for the year ended December 31, 2017
−Removed: to $1,569,796 in 2018 due to an increase in professional fees and general and administrative costs.
−Removed: However, this was offset
−Removed: by reductions in wages and compensation, rent and insurance costs.
−Removed: (Income) Expenses
−Removed: the year ended December 31, 2018, Other Expenses decreased by $815,030 from $1,283,456 for the year ended December 31,
−Removed: 2017 to $478,843 in 2018.
−Removed: Due primarily to a loss on settlement of accrued salaries in 2017, offset by increased interest
−Removed: expense in 2018, resulting from the amortization of debt discounts in 2018.
−Removed: a result of the above, Net Loss decreased $458,530 from $2,214,366 for the year ended December 31, 2017 to $1,755,837 in 2018.
+Added: $300,733 in 2019, as a result of lesser advertising revenues and reduce General Contracting services as the Company migrates away
+Added: from General Contracting services and towards the development of Green Energy Projects including the sale of Solar powered shelters
+Added: and other energy related projects that derive income from advertising sources.
+Added: Advertising revenue declined as a result of a transition
+Added: to commissioned advertising sales personnel during the quarter.
+Added: The Company has entered into revenue sharing agreements with the
+Added: City of Tallahassee, the State of Rhode Island Transportation Authority, and the State of New Jersey, along with others to provide
+Added: and manage up to approximately 1,700 Solar powered shelters and other related products for a period of up to Ten (10) years that
+Added: may include providing WiFi Signal Boosters and Advertising in conjunction with the shelters and other related other outdoor related
+Added: Depending upon the timing of installation and advertising revenue generated per shelter and or other advertising-based
+Added: product, the Company’s Revenue may increase materially from this green energy offering.
+Added: The Company has recently raised
+Added: capital to build and deploy up to 20 bus shelters in Rhode Island as part of an income sharing arrangement with an investment
+Added: The Company has recently had 20 bus shelters delivered and is in the process of deploying the bus shelters into the marketplace.
+Added: The Company is currently in discussion with the State of Rhode Island on the specific details related to those bus shelters.
+Added: State of Rhode Island is also exploring options of purchasing those bus shelters from the Company.
+Added: The Company is also presently
+Added: in the process of adding up to 60 bus benches in the City of Tallahassee and has engaged two new commissioned sales individuals
+Added: to assist the company in increasing its advertising revenues in the City of Tallahassee market place, along with adding improved
+Added: sales advertising capabilities in an effort to improve advertising utilization.
+Added: The Company’s current Waste to Energy and
+Added: Durango Solar Farm Project may or may not impact future revenues depending upon the capital structure and other conditions that
+Added: will be required of the Company by its financing partners and or other regulatory authorities upon closing of its permanent financing
+Added: for those projects.
+Added: These items along with other revenue generating opportunities that is under review by the Company may cause
+Added: dramatic shifts in the Company’s comparative revenue profile of the products and services that the Company provides in the
+Added: the year ended December 31, 2019, cost of revenues decreased by $96,596, from $311,492 for the year ended December 31,
+Added: 2018 to $214,896 in 2019, as a result of a higher mix of higher margin advertising generated revenues.
+Added: Costs of revenues may shift
+Added: dramatically depending upon how the Company’s comparative revenue profile of the products and services shift in the future.
+Added: the year ended December 31, 2019, operating expenses decreased by $268,527, from $1,569,796 for the year ended December
+Added: 31, 2018 to $1,301,269 in 2019 due materially to decreases in wages, fees, and other general and administrative expenses
+Added: that were associated with project development costs for the Company’s Medical Waste to Energy initiative and other development
+Added: projects associated with green energy development initiatives that the Company is currently exploring.
+Added: The Company’s Operating
+Added: Expenses may vary quarter to quarter as a result in upfront development costs for permits, engineering reviews, and other costs
+Added: associated with the Company’s new development projects related to its Medical Waste to Energy project as well as other projects
+Added: that it is currently reviewing.
+Added: the year ended December 31, 2019, Other Expenses increased by $115,370 from $478,843 for the year ended December 31, 2018
+Added: to $594,213 in 2019 as a result of greater amounts of interest expense as a result of the issuance of convertible debt
+Added: and other capital related events.
+Added: Given the Company’s financing requirements in developing its new business models, the
+Added: Company’s other (income) expenses may increase over time as the Company explores the use of additional debt financing.
+Added: a result of the above, Net Loss increased $34,164 from $1,775,481 for the year ended December 31, 2018 to $1,809,645
and Capital Resources
3 unchanged sentences
December 31, 2019, we had a net working capital deficit of approximately $10,491,807 compared to $2,866,603 at December
−Removed: We relied on proceeds from the sale of common stock, convertible promissory notes and advances from related parties
−Removed: throughout fiscal 2018.
+Added: We relied on temporary financing for the MedRecycler project and proceeds from advertising project financing in 2019.
+Added: We relied on proceeds from the sale of common stock, convertible promissory notes and advances from related parties throughout
must successfully execute our business plan to increase profitability in order to achieve positive cash flows to sustain adequate
11 unchanged sentences
continuing operating costs.
−Removed: the year ended December 31, 2018, net cash used in operations was approximately $758,069 driven by current year operating
−Removed: loss, offset primarily by non-cash expenses for the loss on settlement of accrued officer compensation, accrued expenses, an increase
−Removed: in accounts payable, and loss on the conversion of debt.
+Added: the year ended December 31, 2019, net cash used in operations was approximately $550,010 driven primarily by current year
+Added: operating loss, offset primarily by non-cash expenses for the amortization of debt discounts, loss on settlement of convertible
+Added: debt, as well as increases in accrued officer compensation and accrued expenses.
the year ended December 31, 2018, net cash used in operations was approximately $758,069 driven by current year operating loss,
−Removed: offset primarily by non-cash expenses for the loss on settlement of accrued officer compensation, and stock issued for services.
+Added: offset primarily by non-cash expenses for the loss on settlement of accrued officer compensation, accrued expenses, an increase
+Added: in accounts payable, and loss on the conversion of debt.
Flows from Investing Activities
+Added: the year ended December 31, 2019, the Company invested approximately $5.7 million in its MedRecycler project, consisting of $538,242
+Added: of equipment purchases and deposits n equipment of $5,682,329, offset by $42,000 in proceeds from the sale of vehicles.
the year ended December 31, 2018, no cash was provided by investing activities.
−Removed: the year ended December 31, 2017, cash provided by investing activities was approximately $2,500 from the sale of equipment.
Flows from Financing Activities
provided by (used in) financing activities provides an indication of our debt financing and proceeds from capital raise transactions.
−Removed: the year ended December 31, 2018, cash provided by financing activities was approximately $707,181 from the sale of common
−Removed: stock, sale of convertible notes, project financing obligations, and advances from officers, offset by repayments of vehicle loans.
+Added: the year ended December 31, 2019, cash provided by financing activities was approximately $8,445,588, primarily from the temporary
+Added: financing for the MedRecycler project of $8,453,624, and the issuance of convertible debt of $200,000, offset by the repayment
+Added: of convertible debt of $150,000 and vehicles loans of $60,667.
the year ended December 31, 2018, cash provided by financing activities was approximately $707,181 from the sale of common stock,
−Removed: and advances from related parties, offset by repayments of vehicle loans.
−Removed: December 31, 2018, there were no material commitments for additional capital expenditures, but that could change with the addition
−Removed: of material contract awards, along with the potential commitments from the Company’s Medrecycler-RI, Inc.
−Removed: ongoing efforts
−Removed: to develop a Waste to Energy project in 2019.
+Added: sale of convertible notes, project financing obligations, and advances from officers, offset by repayments of vehicle loans.
the short term, we must raise additional capital through debt or equity financing to support our business operations and grow
13 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.