What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2020-05-20 compared with 2019-04-04 · 589 added, 521 removed, 589 unchanged (65% of the section changed)

3 unchanged sentences

Based on the evaluation and the identification of the material weaknesses in internal control over financial reporting described

below, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2018, the Company’s disclosure

controls and procedures were not effective.

below, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2019, the Company’s

disclosure controls and procedures were not effective.

Management’s

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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,

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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

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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 Holding Corp.

because of his management

experience with manufacturing operations and financial reporting.

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

because of his management experience

with manufacturing operations and financial reporting.

Randazzo received his Bachelor of Science in Business Administration

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

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.

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as defined by Item 507(d)(5).

are currently no legal proceedings, and during the past 10 years there have been no legal proceedings, that are material to the

evaluation of the ability or integrity of any of our directors.

Relationships

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Executive Compensation

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

Employment Agreement

December 20, 2014, the Company entered into a five-year employment agreement with Nicholas Campanella, Chief Executive Officer.

Under the terms of the agreement, the Company is required to pay a base compensation of $180,000 annually, subject to increases

in cost of living and performance bonuses as awarded by the Board of Directors.

After 5 years, the agreement is automatically

renewed for an additional two years unless terminated by either party.

Campanella (1)

Campenella received $165,000 for consulting services provided to to MedRecycler-RI, Inc.,

a subsidiary of the Company in the year ended December 31, 2019.

December 20, 2017, the Company entered into a five-year employment agreement with Nicholas

Campanella, Chief Executive Officer.

Under the terms of the agreement, the Company is

required to pay a base compensation of $165,000 annually, subject to increases in cost

of living and performance bonuses as awarded by the Board of Directors.

After 5 years,

the agreement is automatically renewed for an additional two years unless terminated

by either party.

As part of the agreement Mr.

Campanella opted to defer,

with no interest, the receipt of compensation under the agreement until the Company has the funds to pay its obligation.

Campanella opted to defer, with no interest,

the receipt of compensation under the agreement until the Company has the funds to pay

its obligation.

Directors do not receive compensation for sitting on the Board of Directors.

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

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.

Except as noted, the holder thereof

has sole voting and investment power with respect to the shares shown.

Except as otherwise indicated, the address of each beneficial

owner is c/o Sun Pacific Power Corporation, 215 Gordons Corner Road, Manalapan, New Jersey 07726.

of Shares of Common Stock

of Common Stock (1)

following table sets forth, as of May 12, 2020, 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.

Except as noted, the holder thereof has sole

voting and investment power with respect to the shares shown.

Except as otherwise indicated, the address of each beneficial owner

is c/o Sun Pacific Power Corporation, 215 Gordons Corner Road, Manalapan, New Jersey 07726.

Nicholas Campanella

Chairman of the Board.

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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.

Applicable percentage ownership is based on 966,501,700 shares of common stock outstanding as of May 12, 2020.

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 May 19, 2020.

A Preferred Stock has voting rights equal to 1 25 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 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

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

greater than 5% of the common stock have voting rights equal to 3.5% of the voting rights of the common stock, this amounts to

only 3.67% of the total voting rights available.

Campanella thus has just over 50% of the total voting rights.

Certain Relationships and Related Transactions and Director Independence

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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.

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

amended adding an additional $2,700,000 in principal to the Promissory Note.

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,

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the Company’s Form 10-K and review of financial statements for its quarterly report (Form 10-QT) are reported below.

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

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

total fees charged by Turner, Stone & Company, LLC in 2019 and 2018 aggregated $33,280 and $29,230, respectively, which

includes fees for the 2018 and 2019 audited financial statements and review of the quarterly financial statements.

Exhibits, Financial Statement Schedules

Amended and Restated Articles of Incorporation filed May 29, 2015

and Restated Articles of Incorporation filed May 29, 2015

10 October 13, 2015

Bylaws dated April 5, 2005

dated April 5, 2005

10 October 13, 2015

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

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

8-K August 18, 2017

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

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

8-K October 13, 2017

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

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

8-K October 13, 2017

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

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

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.

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

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

10-K April 4, 2019

Certification

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Pacific Power Corp.

April 4, 2019

Nicholas Campanella

1 unchanged sentence

Executive Officer)

April 4, 2019

Nicholas Campanella

Financial 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

registrant and in the capacities indicated.

(Principal Financial and Accounting Officer)

accordance with the Exchange Act, this report has been signed below by the following persons on May 20, 2020 on behalf

of the registrant and in the capacities indicated.

Nicholas Campanella

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Executive Officer) (Principal Financial and Accounting Officer)

Vincent Randanzzo

Vincent Randazzo

of Independent Registered Accounting Firm

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’

Balance Sheets as of December 31, 2019 and 2018

Statements of Operations for the Years Ended December 31, 2019 and 2018

Statement of Stockholders’

Deficit for the Years Ended December 31, 2019 and 2018

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

Statements of Cash Flows for the Years Ended December 31, 2019 and 2018

to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

the Board of Directors and Stockholders Sun Pacific Power Corporation and Subsidiaries

the Board of Directors and Stockholders Sun Pacific Holding Corp.

and Subsidiaries

on the Financial Statements

have audited the accompanying consolidated balance sheets of Sun Pacific Power Corporation and its subsidiaries (the “Company”)

have audited the accompanying consolidated balance sheets of Sun Pacific Holding Corp.

and its subsidiaries (the “Company”)

as of December 31, 2019 and 2018, and the related consolidated statements of operations, stockholders’

32 unchanged sentences

due to error or fraud, and performing procedures that respond to those risks.

Such procedures include examining, on a test basis,

evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the

accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the

consolidated financial statements.

Such procedures included examining, on a

test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

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have served as the Company’s auditor since 2017.

SUN PACIFIC HOLDING CORP.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2018 AND 2017

December 31, 2018

December 31, 2017

PACIFIC HOLDING CORP.

BALANCE SHEETS

31, 2019 and 2018

and cash equivalents

held in escrow

interest held in escrow

receivable, net of allowance for uncollectable accounts of $22,835 and $145,155, respectively

current assets

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, Net

LIABILITIES AND STOCKHOLDERS’

current assets

and Equipment, Net

and Other Assets

AND STOCKHOLDERS’

payable, related party

compensation to officer

expenses, related party

payable, related party

from related parties

financing obligation

installment notes payable, current portion

notes payable, net of discounts

notes payable, related party, net of discounts

Payable, net of discounts

liability, current portion

current liabilities

Accounts payable

Accounts payable, related party

Accrued compensation to officer

Accrued expenses

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

Convertible notes payable, related party, net of discounts

Total current liabilities

Long Term Liabilities:

Vehicle installment notes payable, net of current portion

Total liabilities

Commitments and contingencies (see Note 7)

Term Liabilities:

payable, net of discounts

liability, net of current portion

installment notes payable, net of current portion

and contingencies (see Note 7)

Stockholders’

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

Series A preferred stock:

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

A preferred stock:

12,000,000 shares designated;

12,000,000 shares issued and outstanding

Series B preferred stock:

B preferred stock:

1,000,000 shares designated;

-0- shares issued and outstanding, respectively

Series C preferred stock:

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;

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

stock $0.0001 par value, 1,000,000,000 shares authorized;

725,982,137 and 69,901,354 shares issued and outstanding, respectively

paid in capital

Non-controlling

interst in subsidiary

stockholders’

liabilities and stockholders’

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

PACIFIC HOLDING CORP

STATEMENTS OF OPERATIONS

THE YEARS ENDED DECEMBER 31, 2019 AND 2018

Cost of Revenues

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Wages and compensation

Professional fees

General and administrative

Total operating expenses

Loss from operations

Other Income (Expenses):

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

and administrative

operating expenses

Other Expenses:

Dividend expense

- preferred stock

Other income,

other expense.

$ (1,780,166 )

$ (1,775,481 )

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

B Preferred Stock

C Preferred Stock

Stockholders’

at December 31, 2016

Deemed dividend from warrant adjustments

Net loss attributable

to non-controlling interst

Net loss attributable

to common stockholders

$ (1,693,420 )

$ (1,775,481 )

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

Common Share - Basic and Diluted

Weighted Average Shares Outstanding

- Basic and Diluted

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

PACIFIC HOLDING CORP

STATEMENT OF STOCKHOLDERS’

THE YEAR ENDED DECEMBER 31, 2019 and 2018

Series A Preferred

Series B Preferred

Series C Preferred

Balances at December 31,

$ (4,873,536 )

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

$ (1,697,599 )

Issuance of common

stock for cash

Issuance of common

stock for services

Issuance of common

stock warrants for services

Issuance of common

stock warrants with convertible debt

Issuance of common

stock warrants for extension of maturity of debt

Issuance of common

stock upon conversion of convertible debt

Redemption of preferred

Balances at December 31, 2018

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

Issuance of common

stock upon conversion of convertible debt

Cashless exercise

of common stock warrants

Deemed dividend -

adjustments to warrants

December 31, 2019

$ (8,342,437 )

$ (4,142,163 )

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

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

PACIFIC HOLDING CORP

STATEMENTS OF CASH FLOWS

THE YEARS ENDED DECEMBER 31, 2019 AND 2018

Cash flows from Operating Activities:

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$ (1,775,481 )

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:

Adjustments to

reconcile net loss to net cash used in operating activities:

of debt discount - interest expense

Allowance for

uncollectable accounts

Loss on settlement

of convertible debt

of property and equipment

Warrants issued

Changes in operating

assets and liabilities:

Accounts receivable

Accounts payable

Accounts payable, related party

Accrued compensation to officer

Accounts payable,

related party

Accrued compensation

Accrued expenses

Accrued expenses, related party

Dividends payable, related party

Net cash used in operating activities

Accrued expenses,

related party

asset and obligation

payable, related party

cash used in operating activities

Cash flows from Investing Activities:

Advance to related party

Proceeds from sale of property and equipment

Net cash provided by (used in) investing activities

Purchase of property

and equipment

Payment of deposits

from sale of property and equipment

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

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:

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

Proceeds from

advances from related parties

Proceeds from

notes payable released from escrow

Proceeds from

issuance of common stock

Assumption of convertible debt from reverse merger

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

Proceeds from

the issuance of convertible debt

convertible debt

Proceeds from

project financing obligation

of vehicle installment notes payable

cash provided by financing activities

Net decrease in cash and restricted

Cash at beginning

Cash and restricted

cash at end of year

Disclosure of Cash Flow Information:

Disclosure of Non-Cash Investing and Financing Activities:

Original issue

discount on convertible notes

convertible notes and discounts from extension

common stock upon conversion of convertible debt

Debt discounts

on convertible notes payable

asset and operating lease liability

Automatic redemption of preferred

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

PACIFIC HOLDING CORP

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since August 24, 2017.

October 3, 2017, pursuant to the written consent of the majority of the shareholders in lieu of a meeting, Sun Pacific Holding

Corp., f/k/a EXOlifestyle, Inc.

(the “Company”) filed a Certificate of Amendment with the state of Nevada to change

the name of the Company from EXOlifestyle, Inc.

to Sun Pacific Holding Corp.

October 3, 2017, the Company’s board of directors declared a 1 for 50 reverse stock split.

All share amounts for all periods

presented have been restated to reflect the reverse stock split.

the Company has six (6) subsidiary holdings.

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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.

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,

The partnership has identified, received preliminary terms, and is proceeding with due diligence including a site visit in

December 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 $80 million in capital to build a 40 plus megawatt solar farm

in which NMG and SEDI would own a thirty percent 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

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

MedRecycler RI, Inc.

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

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

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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

green energy marketplace, we are in the process of developing and building, with partners, a Waste to Energy plant in the state

of Rhode Island.

Given the Company’s financial development stage position we are exploring partnerships that allow the Company

to develop additional green energy projects such as solar farms and or other green projects that can utilize the Company’s

expertise by partnering with others and using creative financing arrangements and other participation rights agreements to augment

the Company’s negative working capital.

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

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

The Company will need to continue to rely upon debt, equity, partnership arrangements, and other sharing or rights participation

agreements to fund its ability to undertake new and ongoing business opportunities to remain viable in the future.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

7 unchanged sentences

Consolidation

consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.

All significant intercompany

balances and transactions have been eliminated.

and cash equivalents

consolidated financial statements include the accounts of the Company and its wholly owned, and less-than-wholly owned subsidiaries

of which the Company holds a controlling interest.

All significant intercompany balances and transactions have been eliminated.

Amounts attributable to minority interests in the Company’s less-than-wholly owned subsidiary are presented as non-controlling

interest on the accompanying condensed consolidated balance sheets and statements of operations.

Cash Equivalents and Cash Held in Escrow

purposes of the consolidated statements of cash flows, cash includes demand deposits and short-term liquid investments with original

3 unchanged sentences

At December 31, 2019, none of the Company’s cash balances

were in excess of federally insured limits.

were in excess 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 that the Company’s subsidiary, MedRecycler-RI, Inc.

is drawing balances against for the development

of its Medical Waste to Energy project in Rhode Island.

Any and all withdrawals are strictly controlled by the lending institution

and use of proceeds must be approved prior to release of funds.

As of December 31, 2019, th Company also has $450,909 of cash

balacnes held in escrow for the prepayment of interest on the project finaning.

the normal course of business, we decide to extend credit to certain customers without requiring collateral or other security

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lesser of the estimated remaining useful life of the asset or the remaining lease term.

Interest costs incurred that are directly

related to the construction of long term assets are capitalized during the construction period.

As of December 31, 2019 and 2018,

$651,828 and $0, respectively, is included in property plant and equipment.

the year ended December 31, 2019, the Company incurred total interest costs of $1,025,926, of which, $651,828 was capitalized

and included in property and equipment as of December 31, 2019.

of long-lived assets

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that the related tax benefits will not be realized.

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

February 2016, the FASB issued ASU No.

2016-02 (Topic 842).

Topic 842 amends several aspects of lease accounting, including requiring

lessees to recognize leases with a term greater than one year as a right-of-use asset and corresponding liability, measured at

the present value of the lease payments.

In July 2018, the FASB issued supplemental adoption guidance and clarification to Topic

842 within ASU 2018-10 “Codification Improvements to Topic 842, Leases”

and ASU 2018-11 “Leases (Topic 842):

Targeted Improvements.”

The new guidance aims to increase transparency and comparability among organizations by requiring

lessees to recognize lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about

leasing arrangements.

A modified retrospective application is required with an option to not restate comparative periods in the

period of adoption.

Company, effective January 1, 2019 has adopted the provisions of the new standard.

The Company has operating leases for warehouses

Management evaluates each lease independently to determine the purpose, necessity to its future operations in addition

to other appropriate facts and circumstances.

adopted Topic 842 using a modified retrospective approach for all existing leases at January 1, 2019.

The adoption of Topic 842

impacted our balance sheet by the recognition of the operating lease right-of-use assets and the liability for operating leases.

Accordingly, upon adoption, leases that were classified as operating leases under the previous guidance were classified as operating

leases under Topic 842.

The lease liability is based on the present value of the remaining lease payments, discounted using a

market based incremental borrowing rate as the effective date of January 1, 2019 using current estimates as to lease term including

estimated renewals for each operating lease.

As of January 1, 2019, the Company recorded an adjustment of approximately $1,339,000

to operating lease right-of-use assets (“ROU”) and the related lease liability (Note 7).

the year ended December 31, 2019, the Company made deposits of approximately $5,000,000 pursuant to a purchase of equipment costing

approximately $7,200,000.

We are currently expected to commence operations in late summer to early fall of 2020 at MedRecycler-RI,

Inc.’s West Warwick, Rhode Island facility.

of the Company’s revenue for the years ended December 31, 2019 and 2018, is recognized based on the Company’s satisfaction

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

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

2014-09, Revenue from Contracts

with Customers.

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

January 1, 2018, the Company adopted ASU No.

2014-09 using the modified retrospective method.

Under the new guidance, the Company recognizes revenue from contracts

based on the Company’s satisfaction of distinct performance obligations identified in each agreement.

The adoption of the

guidance under ASU No.

2014-09 did not result in a material impact on the Company’s consolidated revenues, results of operations,

or financial position.

As part of the implementation of ASC 606 the Company must present disaggregation of revenues from contracts

with customers into categories that depict how the nature, timing, and uncertainty of revenue and cash flows are affected by economic

Under the new guidance, the Company

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

each agreement.

The adoption of the guidance under ASU No.

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

consolidated revenues, results of operations, or financial position.

As part of the implementation of ASC 606 the Company must

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

of revenue and cash flows are affected by economic factors.

Quantitative disclosures on the disaggregation of revenue are as follows:

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Service Revenues

costs are expensed in the period incurred and totaled $21,939 and $27,727 for the years ended December 31, 2019 and 2018, respectively.

ASC 260, “Earnings Per Share”

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Convertible Debt

Debt Subject to Forebearance

1,162,749,121

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.

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

the balance sheet with the liability for lease payments and the corresponding right-of-use asset initially measured at the present

value of amounts expected to be paid over the term.

Recognition of the costs of these leases on the income statement will be dependent

upon their classification as either an operating or a financing lease.

Costs of an operating lease will continue to be recognized

as a single operating expense on a straight-line basis over the lease term.

Costs for a financing lease will be disaggregated

and recognized as both an operating expense (for the amortization of the right-of-use asset) and interest expense (for interest

on the lease liability).

This standard will be effective for our interim and annual periods beginning January 1, 2019 and must

be applied on a modified retrospective basis to leases existing at, or entered into after, the beginning of the earliest comparative

period presented in the financial statements.

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.

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

adopted by the Company.

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

a material impact on the Company’s financial statements.

does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material

effect on the accompanying condensed consolidated financial statements.

3 - GOING CONCERN

accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United

States of America, assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction

of liabilities in the normal course of business.

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.

The Company’s ability to continue as a going concern is dependent on its ability to raise the additional capital to meet

short and long-term operating requirements.

Management is continuing to pursue external financing alternatives to improve the

Company’s working capital position however additional financing may not be available upon acceptable terms, or at all.

the Company is unable to obtain the necessary capital, the Company may have to cease operations.

accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted

in the United States of America, assuming the Company will continue as a going concern, which contemplates the realization of

assets and satisfaction of liabilities in the normal course of business.

For the years ended December 31, 2019 and 2018, the Company

incurred losses from operations of $1,215,432 and $1,296,638, respectively.

The Company had a working capital deficit of

$10,491,807 as of December 31, 2019.

These circumstances raise substantial doubt about the Company’s ability to continue

as a going concern.

The Company’s ability to continue as a going concern is dependent on its ability to raise the additional

capital to meet short and long-term operating requirements.

Management is continuing to pursue external financing alternatives

to improve the Company’s working capital position however additional financing may not be available upon acceptable terms,

If the Company is unable to obtain the necessary capital, the Company may have to cease operations.

PROPERTY AND EQUIPMENT, NET

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Company’s vehicle installment notes payable consist of several installment notes for various vehicles used in the Company’s

At December 31, 2018 and 2017, the notes have annual interest rates between 3.49% and 4.07% and require monthly minimum

payments of principal and interest ranging from $370 to $434.

The Company’s installment notes are collateralized by the

vehicles purchased with the respective installment notes.

The notes have annual interest rates between 3.49% and 4.07% and require monthly minimum payments of principal and

interest ranging from $370 to $434.

The Company’s installment notes are collateralized by the vehicles purchased with the

respective installment notes.

The notes mature from November 2020 to August 2021.

During the year

ended December 31, 2017, the Company sold one of the vehicles securing a note with a principal balance of $16,904, which was settled

as a result of the sale.

As of December 31, 2018 and 2017, the balance of the notes totaled $60,667 and $86,652, respectively.

During the years ended December 31, 2018 and

2019, the Company sold several vehicles securing the notes, which was settled as a result of the sales.

As of December 31, 2019

and 2018, the balance of the notes totaled $0 and $60,667, respectively.

notes payable

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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

The notes automatically converted into 17,052,925 shares of common stock on October 3, 2017 upon the effective date

of the Company’s reverse split in accordance with the convertible note agreements.

The notes had a maturity date of October

The notes are carried at $196,850, with no remaining unamortized discount as of December 31, 2019 and 2018.

The notes are currently in default and have not been converted.

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

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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

During the years ended December 31, 2019 and

2018, the Company amortized $156,461 and $311,879, respectively, of the discounts.

As of December 31, 2018, the notes are carried

at $226,604, net of unamortized discounts of $156,461.

On July 8, 2019, the Company entered into a settlement agreement with Auctus

Fund, LLC, settling all amounts owed pursuant to that convertible promissory note entered into on April 30, 2018 for $150,000.

During the year ended December 31, 2019, the holders of the notes elected to converted all remaining principal and accrued interest

outstanding under the notes into 659,080,783 shares of common stock.

notes payable, related party

2 unchanged sentences

The notes have an annual interest rate of 6% and are currently

At the election of the holder, the notes can be converted into common stock of the Company at a conversion price per

share equal to 20% of the average bid price for the three consecutive business days prior to conversion.

At the election of the holder, the notes can be converted into common stock of the Company at a conversion

price per share equal to 20% of the average bid price for the three consecutive business days prior to conversion.

As of December

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

The note matured

The note matures

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, 2019 and 2018, the balance of the notes was $75,000.

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.

The notes are carried at $76,500 as of December 31, 2019 and 2018, with no remaining unamortized discounts.

interest on the convertible notes, related party totaled $61,256 and $31,745 as of December 31, 2019 and 2018, respectively.

Financing Obligation

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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.

As of December 31, 2019 and 2018, no profits have been earned on the

Rhode Island contract, no repayments have occurred 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

4 unchanged sentences

31, 2019 and 2018, the balance of the debt to related party was $164,261 and $161,630, respectively.

Company’s estimated future maturities of the Company’s debt, as of December 31, 2018, are as follows:

ending December 31,

6 - PREFERRED STOCK AND COMMON STOCK

January 2019, MedRecycler, LLC, a 51%-owned subsidiary of Sun Pacific Holding organized in the state of Rhode Island for the development

of waste to energy projects in the state of Rhode Island.

Currently, MedRecycler-RI, Inc.

has entered into an Indenture of Trust

in the amount of $6,025,000.00 as bridge financing for a project in West Warwick, Rhode Island.

The proceeds from the indenture

are held in escrow to be used to (i) to provide for the financing of certain waste to energy facility and related improvements

(the “Improvements”);

(ii) to provide for the financing or refinancing of certain equipment to be used in connection

with the Improvements (the “Equipment”

and together with the Improvements, the “Project”);

(iii) to provide

for the financing of capitalized interest;

and (iv) to pay certain costs incurred in connection with the Project.

The principal

balance of the indenture accrues interest at an annual rate of 12%, payable semi-annually, and matures on January 29, 2020.

Company incurred debt issuance costs of $271,375, which were recorded as a discount against the indenture to be amortized into

interest expense through the maturity of the indenture.

On October 9, 2019, the Company entered into the First Amended Indenture

of Trust (the “Amended Indenture”), with UMB Bank, N.A., a national banking association (“UMB”) increasing

the principal under the original Indenture of Trust by two million seven hundred thousand dollars ($2,700,00.00).

MedRecycler-RI, Inc.

owes an aggregate of eight million seven hundred twenty-five thousand dollars ($8,725,000).

As a condition

to entry into the Amended Indenture all parties providing security interest, pledges, and guarantees pursuant to the Original

Indenture of Trust signed on February 7, 2019, including the Company, agreed to extend such security interest, pledges, and guarantees

pursuant to the terms of the Omnibus Amendment Agreement between the securing parties and UMB, as Trustee on October 9, 2019.

In addition, the Trustee required that MedRecycler-RI, Inc.

further agree to assign any and all contractual rights related to

the equipment.

For the year ended December 31, 2019, the Company amortized $249,814 of the discount, and as of December 31, 2019,

the indenture is carried at $8,703,439, net of unamortized discount of $21,561.

In 2020, the maturity dates of the notes were

extended to January 2021 (see Note 11).

These notes are presented as long-term on the accompanying consolidated balance

sheet as of December 31, 2019.

June 21, 2019, the Company issued a six month ten percent interest promissory note in the amount of $200,000.

The note was funded

July 8, 2019.

Per the terms of the note, the Company agreed to issue to the lender was issued 2,000,000 shares of restricted common

stock, with a fair value of $2,600 as an inducement.

The balance of the note is $200,000 as of December 31, 2019.

maturites of the Company’s debt are as follows:

Years Ending December 31,

Total future maturities

Carrying Value

at December 31,2019

STOCKHOLDERS’

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

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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

executive officer in settlement of $107,307 of accrued salary.

The Company estimated the fair value of the Series A Preferred

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.

The fair value of the preferred

stock was estimated to be approximately $963,000 and the fair value of the common stock was estimated to be approximately $300,000,

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

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

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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 31, 2018.

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

into additional paid in capital.

January 2017, the Company issued 160,000 shares of the Company’s common stock as compensation for services rendered related

to a private placement memorandum dated August 26, 2016.

August 24, 2017, in connection with the reverse merger, the Company issued 289,835,550 shares of common stock to the previous

stockholders of the Company.

the year ended December 31, 2017, the Company sold 2,433,665 shares of common stock for net proceeds of $501,233.

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

The notes automatically converted into 17,052,925 shares of common stock on October 3, 2017 upon the effective date

of the Company’s reverse split in accordance with the convertible note agreements.

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

The Series B Preferred Stock

automatically converted into 30,856,553 shares of common stock after giving effect to the reverse stock split that occurred on

October 3, 2017.

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

executive officer in settlement of $107,307 of accrued salary.

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

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

The fair value of the preferred

stock was estimated to be approximately $963,000 and the fair value of the common stock was estimated to be approximately $300,000,

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

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.

December 31, 2019 and 2018, divdends payable of $22,038 and $18,913, respectively, are reflected as dividends payable on the accompanying

consolidated balance sheets.

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

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

the year ended December 31, 2019, the Company issued 530,633,483 shares of common stock upon the conversion of convertible

debt principal, interest and conversion fees totaling $331,080.

the year ended December 31, 2019, holders of warrants to acquire 129,909,530 shares of common stock elected to exercise the warrants

on a cashless basis, at an exercise price of $0.0009 per share, resulting in the issuance of 128,447,300 shares of common stock.

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

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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:

of which $130,641 was expensed during the year ended December 31, 2018.

the year ended December 31, 2019, the exercise prices of warrants to acquire 397,727 shares were adjusted as a result of the conversion

of debt at conversion rates that were lower than the initial warrant exercise prices.

Pursuant to the terms of the warrants,

the number of shares are also increased so that the aggregate exercise price of the warrants remained constant at $43,750.

the date of each adjustment, the Company estimated the incremental fair value of the warrants resulting from these adjustments

using a Black-Scholes option pricing model and recorded a deemed dividend of $504,240 for the year ended December 31, 2019.

significant assumptions used in the Black Scholes calculations were as follows:

risk free rate –

2.4%, volatility –

risk free rate 1.00% to 1.98%;

expected term –

230% to 265%, expected term –

0.58 years to 1.06 years.

the year ended December 31, 2019, holders of warrants to acquire 129,909,530 shares of common stock elected to exercise the warrants

on a cashless basis, at an exercise price of $0.0009 per share, resulting in the issuance of 128,447,300 shares of common stock.

following summarizes warrant activity for the years ended December 31, 2019 and 2018:

Remaining Life

Outstanding at January 1, 2018

Outstanding at December 31, 2018

Ratchet adjustments

(128,447,300 )

Outstanding at December 31,

following summarizes warrant information as of December 31, 2019:

October 27,2027

7 - COMMITMENTS AND CONTINGENCIES

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officer in settlement of $107,307 of accrued salary.

At December 31, 2018 and December 31, 2017, the Company had accrued compensation

of $631,166 and $451,166, respectively, and recorded the related expenses in ‘general and administrative’

on the accompanying

condensed consolidated statements of operations.

At December 31, 2019 and December 31, 2018, the Company had

accrued compensation of $767,963 and $631,166, respectively, and recorded the related expenses in ‘general

and administrative’

on the accompanying condensed consolidated statements of operations.

March 2017, the Company entered into a five-year lease agreement.

1 unchanged sentence

pay monthly rent payments starting at $3,556 and escalating over the life of the lease.

Rent expense for the years ended December

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

Future minimum rental payments under this agreement are as follows:

ending December 31,

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

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.

Company entered into a lease in February 2019 for the rental of a 48,167 square foot space in Rhode Island to be used for the

Company’s MedRecycler operations.

The lease has a term of 123 months commencing on March 1, 2019, requiring annual rental

payments totaling $144,501 for the first year, increasing annually to $258,930 in the final year.

The lease also requires the

Company to pay a portion of the building’s common area maintenance.

The Company recorded a right-to-use asset and corresponding

obligation equal to the present value of the required lease payments using a discount rate of 12% based on the Company’s

incremental borrowing rate.

following is a schedule showing the future minimum lease payments under leases for the next five years and the present value of

the minimum lease payments as of December 31, 2019.

Years Ending December

Total minimum lease

Amount representing interest

value of minimum lease payments

the years ended December 31, 2019 and 2018, lease expense was $307,561 and $39,297, respectively inclusive of short-term

related lease balance included in the condensed consolidated balance sheet as of December 31, 2019 were as follows:

lease right-of use asset

Lease liability –

current portion

Lease liability

long-term portion

Total operating

lease liabilities

the year ended December 31, 2019, two customers accounted for 35% and 14%, respectively, of the Company’s revenues.

December 31, 2019, accounts receivable due from these customers totaled $0 and $10,509 respectively.

For the year ended December

31, 2018, one customer accounted for 42% of the Company’s revenues.

Participation Agreement

October 21, 2019, MedRecycler–RI, Inc., a subsidiary of the Company (“MedRecycler”), entered into a profit participation

partnership agreement with its medical waste to energy equipment manufacturer.

The manufacturer will contribute approximately

$3.1 million in Hydrochloric acid (“HCL”) refining equipment that will allow elements of the MedRcycler medical waste

residuals to be processed into HCL for sale.

The partnership agreement provides for the contribution of the processing equipment

in return for a twenty percent (“20%”) gross profit participation right from the processing and sale of the HCL.

will contribute and utilize elements of the residual that is produced from the processing of medical waste, along with housing

and operating the equipment as part of the agreement.

The asset contribution and profit participation partnership agreement are

contingent upon the closing of MedRecycler’s permanent financing to fund the MedRecycler facility in West Warrick, RI.

May 28, 2019, a former President Director of the Company, filed suit against the Company and its wholly owned subsidiary, Street

Smart Outdoor Corp., in Superior Court of New Jersey, Monmouth County, Law Division alleging breach of contract and has demanded

$450,000.00 in lost wages.

The matter is currently pending in Superior Court.

Company has been served by shareholders James J.

and Justin Derkack requesting that the Company reverse the underlying transactions related to the MedRecycler-RI, Inc.

such that 100% of the revenues and profits generated from the project remain with the Company.

The Company does not believe that

there are merits to the claim given the explicit determination by those authorities approving permanent financing for the project

that they will not approve financing so long as the Company has direct ownership in MedRecycler-RI, Inc.

time to time the Company is a party to various legal or administrative proceedings arising in the ordinary course of our business.

While any litigation contains an element of uncertainty, we have no reason to believe that the outcome of such proceedings will

have a material adverse effect on the financial condition or results of operations of the Company.

the Company is not involved in any other pending or threatened material litigation or other material legal proceedings, nor have

we been made aware of any pending or threatened regulatory audits.

8 - RELATED PARTY TRANSACTIONS

purposes of these consolidated financial statements, Summit Trading Limited, Zimmerman LLC, the Campanella family, Jody Samuels,

Frank Capria, and Triplet Square LLC are considered related parties due to their beneficial ownership (shareholdings or voting

rights) in excess of 5%, or their affiliate status, during the years ended December 31, 2018 and 2017.

During the years ended

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

affiliates have made non-interest-bearing advances.

The balances of these advances, which are due on demand and include the Advances

from Related Parties noted in Note 5, totaled $614,654 and $612,023 as of December 31, 2019 and 2018, respectively.

accounts payable related parties as of December 31, 2019 and 2018, are expenses incurred with these affiliates totaling $91,540

and $91,512, 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

provided to the Company.

On January 5, 2017, the Company issued 4,500,000 shares of the Company’s common stock to settle

the liability.

Company accounts for income taxes in accordance with ASC 740 which prescribes a recognition threshold and measurement process

for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

provides guidance on de-recognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

There were no unrecognized tax benefits as of December 31, 2018 and 2017.

following table summarizes the significant differences between the U.S.

Federal statutory tax rate and the Company’s effective

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

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:

Deferred Tax Assets:

Net operating loss carry-forwards

Accrued expenses

Total deferred tax

Valuation allowance

deferred tax assets and liabilities, net

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

allowance to the extent recoverability does not satisfy the “more likely than not”

recognition criteria.

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

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.

The Act decreases the U.S.

corporate federal

income tax rate from a maximum of 35% to a flat 21% effective January 1, 2018.

The impact of the re-measurement on the Corporation’s

net deferred tax asset, as of December 31, 2017, was an approximately $31,000 decrease in deferred tax assets, with a corresponding

decrease in the Company’s valuation allowance, and no impact on income tax expense.

The Act also includes a number of other

provisions including, among others, the elimination of net operating loss carrybacks and limitations on the use of future losses,

the repeal of the Alternative Minimum Tax regime and the repeal of the domestic production activities deduction.

These provisions

are not expected to have a material effect on the Corporation.

the significant complexity of the Act and anticipated additional implementation guidance from the Internal Revenue Service, further

implications of the Act may be identified in future periods.

SUBSEQUENT EVENTS

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

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In addition, MedRecycler-RI, Inc.

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

had engaged the services of Marmac Corporate 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.

to oversee, negotiate and to facilitate the initial financing and capital structure of MedRecycler-RI, Inc.

neither party has received compensation for their services for the Company or MedRecycler-RI, Inc.

since August of 2018 thru January

of 2019, the Board of Directors, in January 2019, deemed it fair consideration to issue Marmac Corporate 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 MedRecycler, LLC holdings.

During the year ended December 31, 2019,

the Company paid Mr.

Campanella $165,000 of fees for overseeing the project.

The Company also agreed to pay consulting fees to

Marmac Corporate Advisors, LLC in the amount of $15,000 a month effective February 1, 2019 for one year totaling $165,000.

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

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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.

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

further 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.

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

May 20, 2019, Nicholas Campanella agreed to forbear any of his rights to convert any portion of his related party debt into common

stock until such time that the Company had sufficient authorized shares to honor full conversion of all principal and accrued

interest into common stock of the Company.

Company accounts for income taxes in accordance with ASC 740 which prescribes a recognition threshold and measurement process

for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

provides guidance on de-recognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

There were no unrecognized tax benefits as of December 31, 2019 and 2018.

following table summarizes the significant differences between the U.S.

Federal statutory tax rate and the Company’s effective

tax rate for financial statement purposes for the years ended December 31, 2019 and 2018:

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, 2019 and 2018 are

summarized as follows:

Deferred Tax Assets:

Net operating loss carry-forwards

Accrued expenses

Total deferred tax

Valuation allowance

deferred tax assets and liabilities, net

of December 31, 2019, the Company has available net operating loss carry forwards of approximately $6.8 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

allowance to the extent recoverability does not satisfy the “more likely than not”

recognition criteria.

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

of December 31, 2019 the Company had a valuation allowance totaling $2,015,000 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.

SEGMENT INFORMATION

in 2019, the Company operates in three segments:

outdoor advertising, contruction managemnt services, and industrial waste management.

Summary information by segment is as follows:

balance sheet information by segment as of December 31, 2019 is as follows:

Contstruction

Escrowed Cash

Prepaid Interest

Accounts receivable

Current Assets

Property Plant and Equipment

Righ of Use Asset

Accounts Payable and Accrued Expenses

Related Party Advances

Notes Payable

Convertible Debt

Right of Use Obligation

Total Liabilities

Net Stockholders’

$ (2,477,045 )

$ (1,449,329 )

$ (4,142,162 )

Statement of Operations Information by segment for the year ended December 31, 2019 is as follows:

Contstruction

Cost of Sales

Operating Expenses

Operating Loss

Other Expense

$ (1,206,093 )

$ (1,780,166 )

SUBSEQUENT EVENTS

January 2020 to March 2020, holders of warrants to acquire 246,862,272 shares of common stock elected to exercise the warrants

on a cashless basis, at an exercise price of $0.0009 per share, resulting in the issuance of 240,744,220 shares of common stock.

January 29, 2020, MedRecycler-RI, Inc., a subsidiary of the Company entered into a second amendment to the Indenture of Trust

with UMB Bank, extending the term of the two (2) bond’s representing bridge financing for the Rhode Island medical waste

to energy project for a period of up to one year.

The extension of the bonds shall accrue interest, including a capitalized extension

fee of five (5%) percent, at twelve (12%) per annum.

The bonds are intended to be paid and extinguished from proceeds from permanent

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