What changed in this filing

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Item 1. Business

2021-04-16 compared with 2020-05-20 · 187 added, 188 removed, 157 unchanged (70% of the section changed)

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

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

is focused on building a “Next Generation”

green energy company.

The Company offers competitively priced “Next

Generation”

solar panel and lighting products by working closely with design, engineering, integration and installation

firms in order to deliver turnkey solar and other energy efficient solutions.

We provide solar

bus stops, solar trashcans and “street kiosks”

that utilize advertising offerings that provide State and local municipalities

with costs efficient solutions.

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

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

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

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

green energy solutions can be customized to meet most enterprise and/or government mandated regulations and advanced system requirements.

Our portfolio of products and services allow our clients to select a solution that enables them to establish a viable standard

product offering that focuses on the goals of the client’s entire organization.

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

with its subsidiaries, are referred to as the “Company”.

On August 24, 2017, the Company entered into an Acquisition

Agreement with EXOlifestyle, Inc.

whereby the Company became a wholly owned subsidiary of EXOlifestyle, Inc.

The acquisition was

accounted for as a reverse merger, resulting in the Company being considered the accounting acquirer.

Accordingly, the accompanying

condensed consolidated financial statements included the accounts of EXOlifestyle, Inc.

since August 24, 2017.

the Company has six (6) subsidiary holdings.

Sun Pacific Power Corp which was the initial company that specialized in solar, electrical

and general construction, Bella Electric, LLC that in conjunction with the Company operates our electrical contracting work.

Electric, LLC is a Pennsylvania limited liability company.

The Company also formed Sun Pacific Security Corp., a New Jersey corporation.

Currently the Company has not begun operations in the security sector but is reviewing plans to provide residential and commercial

security solutions, including installation and monitoring.

The Company also formed National Mechanical Group Corp, a New Jersey

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

Currently the Company is

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

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

(“SEDI”), a subsidiary of

Blissful Holdings, LLC.

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

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

The proposed project funding

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

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

The Company also formed Street Smart Outdoor Corp,

a Wyoming corporation that acts as a holding company for the Company’s state specific operations in unique advertising through

solar bus stops, solar trashcans and “street kiosks.”

MedRecycler, LLC, is a wholly owned subsidiary duly formed in

the state of Nevada.

MedRecycler, LLC was created in 2018 to act as a holding company for potential waste to energy projects.

Sun Pacific Power Corp, which was the initial company that specialized in solar,

electrical and general construction, Bella Electric, LLC that in conjunction with the Company operated our electrical contracting

Bella Electric, LLC is a Pennsylvania limited liability company.

The Company also formed Sun Pacific Security Corp., a New

Jersey corporation.

Currently the Company has not begun operations in the security sector.

The Company also formed National Mechanical

Group Corp, a New Jersey corporation focused on plumbing operations in the New Jersey and Pennsylvania areas.

Currently the Company

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

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

(“SEDI”), a subsidiary

of Blissful Holdings, LLC.

The partnership continues to seek financing terms for the project with SEDI building and developing

the Durango Mexico Solar Farm Project.

The proposed project funding would be for up to $70+- million in capital to build a 50+

plus megawatt solar farm in which NMG and SEDI would each own an equity interest, respectively in the completed project, with

the financing partners owning the remainder of the equity in the project holding company.

The Company also formed Street Smart

Outdoor Corp, a Wyoming corporation that acts as a holding company for the Company’s state specific operations in unique

advertising through solar bus stops, solar trashcans and “street kiosks.” MedRecycler, LLC, is a wholly owned subsidiary

duly formed in the state of Nevada.

MedRecycler, LLC was created in 2018 to act as a holding company for potential waste to energy

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

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MedRecycler RI, Inc.

was created for

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

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

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

and or the Company’s organizational structure.

The Company is exploring creative solutions that would meet the requirements

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

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

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

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

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

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.

MedRecycler RI, Inc.

entered into a term sheet with a third party for a $2

million investment into MedRecycler RI, Inc.

Pursuant to the term sheet, on November 12, 2020, a convertible senior secured promissory

note for $500,000 was executed that will convert into ten percent (10%) of MedRecycler RI, Inc’s common stock upon MedRecycler

receiving its permanent financing.

MedRecycler RI, Inc.

has also entered into an agreement to expand the $500,000 to

$2,000,000 to purchase up to an additional thirty percent (30%) upon receiving its permanent financing.

The Company continues

to explore 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 objectives.

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

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

focused on building a “Next Generation” green energy company.

The Company offers competitively priced “Next

Generation” solar panel and lighting products by working closely with design, engineering, integration and installation

firms in order to deliver turnkey solar and other energy efficient solutions.

The Company provides solar bus stops, solar trashcans

and “street kiosks” that utilize our unique advertising offerings that provide State and local municipalities with

costs efficient solutions.

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 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.

These may include

requesting extensions on its current notes and other debt instruments and or finding other debt or equity partners that could

result in additional debt and or equity issuances that could result in additional dilutive financings for the Company to remain

There are no assurances that the Company can or will be able to succeed in receiving any extensions and or replacing or

finding new debt and/or equity partners.

green energy solutions can be customized to meet most enterprise and/or government mandated regulations and advanced system requirements.

Our portfolio of products and services allow our clients to select a solution that enables them to establish a viable standard

product offering that focuses on the goals of the client’s entire organization.

of today, our principal source of revenues is derived from Street Smart Outdoor Corp.

operations in the outdoor advertising business

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

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

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

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

We have recently entered into an agreement

with a nationally known outdoor advertising firm in a management arrangement as a result of the company’s insufficient working

capital and as an option to allow for the expansion of our technologies and or contracts by working with other parties that can

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Pacific Power Corp.

continues to make bids for construction projects throughout the Northeast region.

However, as of today, we

have limited operations in Sun Pacific Power Corp.

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

our focus to other green energy opportunities.

is in the process of providing limited general contacting services and are reviewing continuing general contracting

in the region as we shift our focus to other green energy opportunities.

Electric, LLC and Sun Pacific Security Corp.

5 unchanged sentences

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 “Rhode Island Project”).

The original plan was for a facility in Johnston,

Rhode Island, but through our negotiations, determined that the West Warwick location was more suitable.

The Indenture of Trust

has been secured by all equity holdings in MedRecycler-RI, Inc., all personal holdings of equity in the Company held by Nick Campanella,

our CEO and member of the Board of Directors.

Campanella has further pledged personal property located in Manapalan in excess

of $1,000,000.

Payment for the Indenture of Trust is further guaranteed by the Company and Street Smart Outdoor Corp.

MedRecycler-RI, Inc.

has entered into a lease agreement in West Warwick, Rhode Island, has taken preliminary steps to order the

equipment, and is beginning to engage specialists and staff for building out the Rhode Island Project.

In order to secure actual

operations of the Rhode Island Project, we estimate that MedRecycler-RI, Inc.

must still secure a minimum of $17,200,000 in long

term financing.

a project in West Warwick, Rhode Island (the “Rhode Island Project”).

This was extended and amended to include an

additional $2,700,000.00 as the approval process of permanent bond financing has been delay in the state of Rhode Island and again

amended and extended with the addition of $500,000 in additional convertible debt being added by a new senior secured lender with

such $500,000 in debt converting into equity in the project upon the completion of permanent financing that is further being augmented

with the ability of the $500,000 in senior convertible debt expanding up to $2,000,000 with the conversion of up to 40% equity

in MedRecycler RI, Inc.

The original plan was for a facility in Johnston, Rhode Island, but through our negotiations, determined

that the West Warwick location was more suitable.

The Indenture of Trust has been secured by all equity holdings in MedRecycler-RI,

Inc., all personal holdings of equity in the Company held by Nick Campanella, our CEO and member of the Board of Directors.

Campanella has further pledged personal property located in Manapalan in excess of $1,000,000.

Payment for the Indenture of Trust

is further guaranteed by the Company and Street Smart Outdoor Corp.

Currently, MedRecycler-RI, Inc.

has entered into a lease agreement

in West Warwick, Rhode Island, has taken preliminary steps to order the equipment, and is beginning to engage specialists and

staff for building out the Rhode Island Project.

In order to secure actual operations of the Rhode Island Project, we estimate

that MedRecycler-RI, Inc.

must still secure enough long term financing that will extinguish is short-term debt and fund the permanent

financing of its operations.

MedRecycler-RI, Inc.

is currently negotiating with the state of Rhode Island and potential bond financiers to

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

is currently negotiating with the state of Rhode Island and potential bond financiers

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

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

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

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

All initial operational earnings will be earmarked for interest,

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

have not secured long term financing, we can make no statement regarding the long term success of the Rhode Island Project, though,

even in a best case scenario, the Rhode Island Project may not be cash flow positive until fully operational and proceeds fulfill

covenants under the terms of the yet to be finalized debt financing.

Through MedRecycler, LLC, the Company owns fifty-one percent

(51%) of MedRecycler-RI, Inc., which was pledged by the Company to Mr.

Campanella pursuant to a forbearance agreement related

to debts owed to Mr.

The remaining forty nine percent (49%) of MedRecycler-RI, Inc.

is held by Nicholas Campanella,

personally, Marmac Corporate Advisors, LLC, and Eilers Law Group, P.A., holding thirty nine percent (39%), eight percent (8%),

two percent (2%), respectfully.

Campanella received his ownership as consideration for his personal pledges securing the Indenture

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

received their respective ownership as consideration for efforts

and services performed.

the Rhode Island Project may be fully operational as early as the fourth quarter of 2021, but, at this time, that schedule could

slip as a result of delays in closing on long-term financing and other regulatory requirements.

All initial operational earnings

will be earmarked for interest, principal repayment, and the fulfillment of other covenants of the long-term financing until all

reserves have been met.

As we have not secured long term financing, we can make no statement regarding the long term success of

the Rhode Island Project, though, even in a best case scenario, the Rhode Island Project may not be cash flow positive until fully

operational and proceeds fulfill covenants under the terms of the yet to be finalized debt financing.

Through MedRecycler, LLC,

the Company currently owns fifty-one percent (51%) of MedRecycler-RI, Inc., which was pledged by the Company to Mr.

pursuant to a forbearance agreement related to debts owed to Mr.

The remaining forty nine percent (49%) of MedRecycler-RI,

is held by Nicholas Campanella, personally, Marmac Corporate Advisors, LLC, and Eilers Law Group, P.A., holding thirty nine

percent (39%), eight percent (8%), two percent (2%), respectfully.

With the new senior secured convertible debt as issued these

ownership percentages may change.

Campanella received his ownership as consideration for his personal pledges securing the

Indenture of Trust, Marmac Corporate Advisors, LLC and Eilers Law Group, P.A.

received their respective ownership as consideration

for efforts and services performed.

One hundred percent (100%) of the ownership of MedRecycler-RI, Inc.

has been pledged to bridge financing,

including any pledge rights held by Mr.

has been pledged to bridge

financing, including any pledge rights held by Mr.

Campanella in MedRecycler, LLC.

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

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

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

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

and or the Company’s organizational ownership structure.

The Company is exploring creative solutions that would meet the

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

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

and grow its green energy objectives.

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 ownership structure.

It has been made clear by the Rhode Island authorities approving long term bond facilities

for the MedRecycler-RI, Inc.

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

The approving authority has expressed a desire to sever all economic interest in the Rhode Island Project from the Company, However,

we have proposed, and have received initial approval, whereby in exchange for releasing all guarantees and other security interests

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

interest equal to a percentage of profits derived from MedRecycler-RI, Inc.

and as calculated by the equity ownership as determined

by the respective parties upon the closing of its permanent financing.

This will free collateral and cashflow for the development

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

from the balance sheet

of the Company.

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

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

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

without the limitations on its assets and additional overhead costs related to maintaining the subsidiary and financial reporting.

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

economic interest structure.

Rhode Island Project, while also balancing the requirements of those parties approving permanent

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

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

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

in 2020, with such work continuing into 2021 given limit capital resources at this time.

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

Over its history and to augment the

Company’s strategy, it has sought out partnerships and other arrangements with professionals and companies at the operating

subsidiary level to counter its insolvent state, coupled with the Company’s use of debt and equity financings.

Company’s strategy, it has sought out partnerships and other arrangements with professionals and companies at the operating

subsidiary level to counter its insolvent state, coupled with the Company’s use of debt and equity financings.

continues to look for opportunities that will allow it to partner with others in the form of debt and or equity and other contributions

6 unchanged sentences

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

In order to meet our reporting requirements, we may have to seek additional capital through debt or equity financing and/or

request deferred payment or other in-kind payments for services.

Street Smart Outdoor is undercapitalized making expansion of

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

sales representatives.

In order to meet our reporting requirements, we may have to seek additional capital through debt or equity financing and/or request

deferred payment or other in-kind payments for services.

Street Smart Outdoor is undercapitalized making expansion of our advertising

products highly unlikely or difficult to expand without the use of potential partnerships and or commission only sales representatives.

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

are attempting to partner or otherwise develop a capital strategy to allow us to grow the outdoor advertising business that includes

financing outdoor structures with other parties, in which we arrange financing arrangements, and we continue to look for other

professional organizations that we can partner with in expanding our contracts.

Our Rhode Island Project currently represents

a liability of over $8,700,000, if you include the subsequent $2,700,000 in additional short term provide in October 2019 and

has yet to commence.

It will require additional financing, we estimate, of not less than $8,500,000 to complete the build out

of phase one for the facility and $17,200,000 if you include consolidating the current $8,700,000 short term indenture.

The permanent

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

debenture for the long term financing.

We have plans upon the successful launch of our phase one to double the capacity of the

facility, which will require additional financing.

MedRecycler-RI, Inc.

has yet to secure any additional financing.

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

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

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

The approving authority has

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

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

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

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

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

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

from the balance sheet of the Company.

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

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

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

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

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

interest structure.

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

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

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

However, in the event that

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

would prohibit permanent financing to meet final approval

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

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

The Company believes that the claim has no merit

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

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

We are attempting to partner

or otherwise develop a capital strategy to allow us to grow the outdoor advertising business that includes financing outdoor structures

with other parties, in which we arrange financing arrangements, and we continue to look for other professional organizations that

we can partner with in expanding our contracts.

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

15 unchanged sentences

While the Company has never been adequately funded

from inception, the Company has attempted to use debt, equity, and other opportunistic in-kind compensation to further the Company’s

strategic vision.

1 unchanged sentence

as of December 31, 2020.

The Company’s continuation as a going concern is dependent on its ability to generate sufficient

cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or obtain additional

6 unchanged sentences

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

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

In the Contracting marketplace they range from a large number of small to large organizations, while in the solar and advertising

23 unchanged sentences

advertising, construction, and waste to energy business.

derive a significant amount of our revenues from contracts funded by state governments and large organizations that we provide

contracting services for which we act in capacity as the prime contractor, or as a subcontractor.

Our client base is located predominantly

in the North East region of the U.S.

Historically, we have derived, and may continue to derive in the future, a significant percentage

of our total revenues from a relatively small number of contracts.

Due to the nature of our business and the relative size of

certain contracts, which are entered into in the ordinary course of business, the loss of any single significant customer would

have a material adverse effect on our results of operations.

In future periods, we will continue to focus on diversifying our

revenue by increasing the number of our customer contracts and seeking out partnerships that will allow us to increase our customer

reach beyond our limited reach.

client base is located predominantly in the North East region of the U.S.

Historically, we have derived, and may continue to derive

in the future, a significant percentage of our total revenues from a relatively small number of contracts.

Due to the nature of

our business and the relative size of certain contracts, which are entered into in the ordinary course of business, the loss of

any single significant customer would have a material adverse effect on our results of operations.

In future periods, we will

continue to focus on diversifying our revenue by increasing the number of our customer contracts and seeking out partnerships

that will allow us to increase our customer reach beyond our limited reach.

intellectual property rights are important to our business.

49 unchanged sentences

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

with its subsidiaries, are referred to as the “Company”.

On August 24, 2017, the Company entered into an Acquisition

5 unchanged sentences

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.

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

Our internet address

www.sunpacificholding.com .

principal executive offices are located at 345 Highway 9 South Suite 388 Manalapan NJ 07726.

Our internet address www.sunpacificholding.com .

Information on our website is not incorporated into this Form 10-K.

We make available free of

charge through our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K, and amendments

to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably

practicable after we electronically file such material with, or furnish it to, the United States Securities and Exchange Commission

(the “SEC”).

The SEC maintains an Internet site that contains reports, proxy and information statements, and other

information regarding issuers that file electronically with the SEC at http://www.sec.gov.

We make available free of charge through our website our Annual

Report on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished

pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically

file such material with, or furnish it to, the United States Securities and Exchange Commission (the “SEC”).

maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that

file electronically with the SEC at http://www.sec.gov.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business