What changed in this filing

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Item 9A. Controls and Procedures

2021-04-16 compared with 2020-05-20 · 749 added, 776 removed, 402 unchanged (79% of the section changed)

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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, 2019, the Company’s

below, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2020, the Company’s disclosure

controls and procedures were not effective.

of Disclosure Controls and Procedures

Company’s management is responsible for establishing and maintaining adequate disclosure controls and procedures for the

3As of the end of the period covered by this Annual Report, our Chief Executive Officer and Chief Financial Officer performed

an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the

Exchange Act.

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, 2019, the Company’s

disclosure controls and procedures were not effective.

Management’s

Report on Internal Control over Financial Reporting

of Disclosure Controls and Procedures

to Rules 13a-15(b) and 15-d-15(b) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), the Company

carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive

Officer and Chief Financial Officer of the effectiveness of the Company’s disclosure controls and procedures as of the end

of the period covered by this report.

The term “disclosure controls and procedures”, as defined under Rules 13a-15(e)

and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information

required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized

and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include,

without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports

that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its

principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

upon the evaluation of the disclosure controls and procedures at the end of the period covered by this report, the Company’s

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:

to Rule 13a-15(c) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), the Company carried out

an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer

and Chief Financial Officer of the effectiveness of the Company’s internal control over financial reporting as of the end

of the period covered by this report , using the criteria established in Internal Control - Integrated Framework (2013) issued

by the Committee of Sponsoring Organizations of the Treadway Commission.

The term “internal control over financial reporting”,

as defined under Rule 13a-15(f) under the Exchange Act, means a process designed by, or under the supervision of, the issuer’s

principal executive officer and principal financial officers, or persons performing similar functions, and effected by issuer’s

board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles

and includes those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately

and fairly reflect the transactions and dispositions of the assets of the issuer;

(2) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,

and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors

of the issuer;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use

or disposition of the issuer’s assets that could have a material effect on the financial statements.

Based upon the evaluation

of the internal control over financial reporting at the end of the period covered by this report, the Company’s Chief Executive

Officer and Chief Financial Officer concluded that the Company’s internal control over financial reporting were not effective

as a result of continuing weaknesses 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

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

on February 6, 2019.

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

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remains today.

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

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

Mitroo brings an impressive range

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

He graduated with a degree in Chemistry from Case Western

Reserve University (CWRU).

From 1993 to 1995, Mr.

Mitroo started in sales in the medical supplies industry with International

Medical Supply, Inc.

and rose to the rank of V.P.

Between 1993 and 1997, Mr.

Mitroo spearheaded several joint venture and international

license technology collaborations between companies in USA and India as V.P.

of Macro International, Inc.

From 1998 to 2002, he

worked for Geac Computer Corporation (NASDAQ:

GAC), and WorldCom/MCI.

Mitroo started Mitroo Networks and

Communications, Inc., a telecom sales agency involved in providing voice and data solutions for companies worldwide, and in 2004,

he started Ashoretree Services, Inc., to help organizations with outsourcing, subcontracting, or in-sourcing their marketing and

BPO (Business Process Outsourcing).

After starting as in investor in Larasan Pharmaceutical Corp.

Mitroo became CEO

of Larasan in 2012.

He is still currently involved in this role.

Mitroo has been a consultant for business development for

several firms.

term of the sitting Board of Directors was effective August 24, 2019 and expires on August 23, 2020.

The shareholders shall be

duly notified in accordance with the Bylaws of the Company and the laws of the state of Nevada for the appropriate shareholder

meeting and request for shareholder voting per a formal proxy statement.

of the date of this Annual Report, the Company’s board of directors does not have any committees.

Board of Directors does not currently have a formal nominating committee as we are deemed a “controlled company”

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

of the date of this Annual Report, the Company’s board of directors does not have any committees.

Board of Directors does not currently have a formal nominating committee as we are deemed a “controlled company” in

that our CEO and Chairman, Nicholas Campanella holds greater than 50% voting control.

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However, there are currently no formal standards for accepting or rejecting such nominations.

Board of Directors does not currently have a formal auditing committee nor a member of the board that is a “audit committee

financial expert”

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

Board of Directors does not currently have a formal auditing committee nor a member of the board that is a “audit committee

financial expert” as defined by Item 507(d)(5).

Relationships

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Executive Compensation

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.

Name and Principal Position

Non-Equity Incentive Plan Compensation

Compensation(1)

Nicholas Campanella

Campanella received a salary for his services rendered for MedRcycler-RI, Inc.

Employment Agreement

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 $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.

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.

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

Campanella opted to defer,

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

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

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.

following table sets forth, as of April 15, 2021, 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

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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.

is c/o Sun Pacific Holding Corporation, 345 Highway 9 South, Suite 388, Manaplan, New Jersey 07726

Number of Shares of Common Stock

Percentage of Common Stock (1)

Officers & Directors

Nicholas Campanella

Chairman of the Board.

CEO, & Director

33,897,166 (2)

Vincent Randanzzo

Total Owned by

all Officers and Directors

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.

Total Owned by all Officers and Directors

Applicable percentage ownership is based on 974,728,678shares of common stock outstanding as of April 13, 2021.

Beneficial ownership

is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment

power with respect to securities.

Shares of common stock that are currently exercisable or exercisable within 60 days of are deemed

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

not treated as outstanding for computing the percentage ownership of any other person.

Nicholas Campanella, our Chairman and Chief

Executive Officer holds 12,000,000 shares of Series A Preferred Stock as of April 15, 2021.

The Series A Preferred Stock has voting

rights equal to 125 votes on all matters submitted to a vote to the stockholders of the Company, does not have conversion, dividend

or distribution upon liquidation rights.

As a result, Mr.

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

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

greater than 5% of the common stock have voting rights equal to 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.

Therefore, although

the officers, directors and beneficial holders of shares greater than 5% of the common stock have voting rights equal to 3.48%

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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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,

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

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, Inc.

as consideration

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

refer to Note 8 of the financial statements for details related to related party transactions.

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aggregate fees incurred for each of the last two years for professional services rendered by Turner, Stone & Company, LLC,

the independent registered public accounting firm for the audit of the Company’s annual financial statements included in

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 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.

the independent registered public accounting firm for the audit of the Company’s annual financial statements included in

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 2019 and 2019 aggregated $33,280 and $29,230, respectively, which includes

fees for the 2019 and 2020 audited financial statements and review of the quarterly financial statements.

Exhibits, Financial Statement Schedules

and Restated Articles of Incorporation filed May 29, 2015

Amended and Restated Articles of Incorporation filed May 29, 2015

10 October 13, 2015

dated April 5, 2005

Bylaws dated April 5, 2005

10 October 13, 2015

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

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

8-K August 18, 2017

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

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

8-K October 13, 2017

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

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

8-K October 13, 2017

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

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

8-K August 29, 2017

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

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

8-K August 18, 2017

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

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

8-K January 14, 2019

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

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

8-K February 11, 2019

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

10-K April 4, 2019

Certification

of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .

Certification

of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Taxonomy Extension Schema

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(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.

accordance with the Exchange Act, this report has been signed below by the following persons on April 15, 2021 on behalf of the

registrant and in the capacities indicated.

Nicholas Campanella

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Executive Officer) (Principal Financial and Accounting Officer)

Vincent Randazzo

of Independent Registered Accounting Firm

Balance Sheets as of December 31, 2019 and 2018

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

Statement of Stockholders’

Vincent Randanzzo

Report of Independent Registered Accounting Firm

Consolidated Balance Sheets as of December 31, 2020 and 2019

Consolidated Statements of Operations for the Years Ended December 31, 2020 and 2019

Consolidated Statement of Stockholders’

Deficit for the Years Ended December 31, 2020 and 2019

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

to Consolidated Financial Statements

Consolidated Statements of Cash Flows for the Years Ended December 31, 2020 and 2019

Notes to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

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as of December 31, 2020 and 2019, and the related consolidated statements of operations, stockholders’

deficit and cash

flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position

of the Company as of December 31, 2019 and 2018, and the results of its consolidated operations and its cash flows for the years

then ended in conformity with accounting principles generally accepted in the United States of America.

deficit and cash flows for

the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company

as of December 31, 2020 and 2019, and the results of its consolidated operations and its cash flows for the years then ended in conformity

with accounting principles generally accepted in the United States of America.

Paragraph –

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accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations since

inception and has a significant working capital deficiency, both of which raise substantial doubt about its ability to continue

as a going concern.

Management’s plans in regard to these matters are also described in Note 3.

The consolidated financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations since inception and has

a significant working capital deficiency, both of which raise substantial doubt about its ability to continue as a going concern.

Management’s

plans in regard to these matters are also described in Note 3.

The consolidated financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an

opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered

with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with

respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits

to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether

due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over

financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting

but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

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

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.

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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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:

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

Cash and cash equivalents

Cash held in escrow

Prepaid interest held in escrow

Accounts receivable, net of allowance for uncollectable accounts of $0 and $22,835, respectively

Prepaid expenses

Total current assets

Property and Equipment, Net

Right-of-use Asset

Deposits and Other Assets

LIABILITIES AND STOCKHOLDERS’

Current Liabilities:

Term Liabilities:

payable, net of discounts

liability, net of current portion

installment notes payable, net of current portion

and contingencies (see Note 7)

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

Convertible notes payable

Convertible notes payable, related party

Notes Payable, net of discounts

Lease liability, current portion

Total current liabilities

Long Term Liabilities:

Convertible note

Notes payable, net of discounts

Lease liability, net of current portion

Total liabilities

Commitments and contingencies (see Note 7)

Stockholders’

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

A preferred stock:

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

Series A preferred stock:

12,000,000 shares designated;

12,000,000 shares issued and outstanding

B preferred stock:

Series B preferred stock:

1,000,000 shares designated;

-0- shares issued and outstanding, respectively

C preferred stock:

Series C preferred stock:

500,000 shares designated;

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

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

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

966,726,357 and 725,982,137 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.

Additional paid in capital

Accumulated deficit

Total deficit

Non-controlling interest in subsidiary

Total stockholders’

Total liabilities and stockholders’

PACIFIC HOLDING CORP

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Wages and compensation

and administrative

operating expenses

Professional fees

General and administrative

Total operating expenses

Loss from operations

Other Expenses:

Dividend expense

- preferred stock

Other income,

other expense.

Other income, net

Interest expense

Total other expense

$ (1,865,420 )

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Deemed dividend from warrant adjustments

Net loss attributable

to non-controlling interst

Net loss attributable

to common stockholders

Net loss attributable to non-controlling interest

Net loss attributable to common stockholders

$ (1,075,428 )

$ (1,693,420 )

Common Share - Basic and Diluted

Weighted Average Shares Outstanding

- Basic and Diluted

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

Net Loss Per Common Share - Basic and Diluted

Weighted Average Shares Outstanding - Basic and Diluted

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, 2018

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$ (2,693,076 )

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

Issuance of common stock upon conversion of convertible debt

Issuance of common stock upon cashless exercise of warrants

Cashless exercise of common stock warrants

Deemed dividend - adjustments to warrants

Balances at December 31, 2019

Issuance of common

stock upon conversion of convertible debt

Cashless exercise

of common stock warrants

Deemed dividend -

adjustments to warrants

December 31, 2019

Issuance of common stock upon cashless exercise of warrants

Balances at December 31, 2020

$ (9,417,865 )

$ (1,380,978 )

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

$ (6,007,582 )

PACIFIC HOLDING CORP

STATEMENTS OF CASH FLOWS

THE YEARS ENDED DECEMBER 31, 2019 AND 2018

Cash flows from Operating Activities:

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$ (1,780,166 )

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:

Adjustments to reconcile net loss to net cash used in operating activities:

Amortization of debt discount - interest expense

Allowance for uncollectible accounts

Loss on settlement of convertible debt

Gain on sale of property and equipment

Changes in operating assets and liabilities:

Accounts receivable

Accounts payable

Prepaid expenses and deposits

Accounts payable

related party

Accrued compensation

Accrued expenses

Accounts payable, related party

Accrued compensation to officer

Accrued expenses

related party

asset and obligation

payable, related party

cash used in operating activities

Accrued expenses, related party

Dividiends payable, related party

Right-to-use asset and obligation

Net cash used in operating activities

Cash flows from Investing Activities:

Purchase of property

and equipment

Payment of deposits

from sale of property and equipment

cash provided by (used in) investing activities

Purchase of property and equipment

Payment of deposits on equipment

Cash released from escrow

Net cash used in investing activities

Cash flows from Financing Activities:

Proceeds from

advances from related parties

Proceeds from

notes payable released from escrow

Proceeds from

issuance of common stock

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.

Proceeds from advances from related parties

Proceeds from notes payable released from escrow

Proceeds from the issuance of convertible debt

Repayment of convertible debt

Repayment of vehicle installment notes payable

Net cash provided by financing activities

Net increase (decrease) in cash and restricted cash

Cash and restricted cash at beginning of year

Cash and restricted cash at end of year

Supplemental Disclosure of Cash Flow Information:

Interest paid

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Note payable extension fee added to principal

Issuance of common stock upon conversion of convertible debt

Right-of-use asset and operating lease liability

PACIFIC HOLDING CORP

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1 - DESCRIPTION OF THE BUSINESS

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.

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.

The acquisition was accounted for

as a reverse merger (“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.

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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.

Bella Electric,

LLC is a Pennsylvania limited liability company.

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

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

security solutions, including installation and monitoring.

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

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

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

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

including installation and monitoring.

The Company also formed National Mechanical Group Corp, a New Jersey corporation focused on plumbing

operations in the New Jersey and Pennsylvania areas.

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, 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

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.”

LLC, is a wholly owned subsidiary duly formed in the state of Nevada.

MedRecycler, LLC was created in 2018 to act as a holding company

for potential waste to energy projects.

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

a Rhode Island corporation.

MedRecycler RI, Inc.

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

was created 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.

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

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”

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 offers competitively priced “Next Generation”

solar panel and lighting products by working closely with design, engineering, integration and installation firms in order to deliver

turnkey solar and other energy efficient solutions.

The Company provides solar

bus stops, solar trashcans and “street kiosks”

that utilize our unique advertising offerings that provide State and

local municipalities with costs efficient solutions.

The Company provides general,

electrical, and plumbing contracting services to a range of both public and commercials customers in support of our goals of expanding

our green energy market reach.

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

green energy marketplace, we 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.

that utilize our unique advertising offerings that provide State and local

municipalities with costs efficient solutions.

The Company provides general, electrical,

and plumbing contracting services to a range of both public and commercials customers in support of our goals of expanding our green

energy market reach.

In conjunction with these general contracting services and as part of our effort to expand our green energy marketplace,

we 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 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.

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

of Estimates In The Preparation of Financial Statements

of financial statements in conformity with accounting principles generally accepted in the United States requires management to

make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes.

Actual results

could differ from those estimates.

Significant estimates include the allowance for doubtful accounts and impairment assessments

related to long-lived assets.

of financial statements in conformity with accounting principles generally accepted in the United States requires management to make

estimates and assumptions that affect reported amounts in the financial statements and accompanying notes.

Actual results could differ

from those estimates.

Significant estimates include the allowance for doubtful accounts and impairment assessments related to long-lived

Consolidation

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.

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

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.

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

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At December 31, 2020, none of the Company’s cash balances

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

Management reviews its accounts receivable at each reporting period to provide for an allowance against accounts receivable

for an amount that could become uncollectible.

This review process may involve the identification of payment problems with specific

Periodically we estimate this allowance based on the aging of the accounts receivable, historical collection experience,

and other relevant factors, such as changes in the economy and the imposition of regulatory requirements that can have an impact

on the industry.

These factors continuously change and can have an impact on collections and our estimation process.

The Company’s

allowance for doubtful accounts totaled $22,835 and $145,155 as of December 31, 2019 and 2018, respectively.

were in excess of federally insured limits.AS of December 31, 2020 and 2019, restricted cash consists of $77,208 and $1,161,388, respectively,

of cash balances held in escrow at UMB Bank, NA under a project fund that the Company’s subsidiary, MedRecycler-RI, Inc.

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, the Company also

has $450,909 of cash balances held in escrow for the prepayment of interest on the project financing.

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

Management reviews its accounts receivable at each reporting period to provide for an allowance against accounts receivable for an amount

that could become uncollectible.

This review process may involve the identification of payment problems with specific customers.

we estimate this allowance based on the aging of the accounts receivable, historical collection experience, and other relevant factors,

such as changes in the economy and the imposition of regulatory requirements that can have an impact on the industry.

These factors continuously

change and can have an impact on collections and our estimation process.

The Company’s allowance for doubtful accounts totaled

$0 and $22,835 as of December 31, 2020 and 2019, respectively.

Contingencies

conditions may exist as of the date financial statements are issued, which may result in a loss, but which will only be resolved

when one or more future events occur or do not occur.

We assess such contingent liabilities, and such assessment inherently involves

an exercise of judgment.

In assessing loss contingencies related to pending legal proceedings that are pending against us or unasserted

claims that may result in such proceedings, we evaluate the perceived merits of any legal proceedings or unasserted claims as

well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency

indicates that it is probable that a liability has been incurred and the amount of the liability can be estimated, then the estimated

liability would be accrued in our consolidated financial statements.

If the assessment indicates that a potentially material loss

contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent

liability, together with an estimate of the range of possible loss if determinable would be disclosed.

conditions may exist as of the date financial statements are issued, which may result in a loss, but which will only be resolved when

one or more future events occur or do not occur.

We assess such contingent liabilities, and such assessment inherently involves an exercise

In assessing loss contingencies related to pending legal proceedings that are pending against us or unasserted claims that

may result in such proceedings, we evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived

merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable

that a liability has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in

our consolidated financial statements.

If the assessment indicates that a potentially material loss contingency is not probable but is

reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of

the range of possible loss if determinable would be disclosed.

value of financial instruments

carrying amounts of the Company’s accounts payable, accrued expenses, and shareholder advances approximate fair value due

to their short-term nature.

carrying amounts of the Company’s accounts payable, accrued expenses, and shareholder advances approximate fair value due to their

short-term nature.

The Company’s long-term debt approximates fair value based on prevailing market rates.

1 unchanged sentence

and equipment are stated at cost.

Additions and improvements that significantly add to the productive capacity or extend the life

of an asset are capitalized.

Additions and improvements that significantly add to the productive capacity or extend the life of

an asset are capitalized.

Maintenance and repairs are expensed as incurred.

Depreciation is computed using the straight-line

method over three to five years for vehicles and five to ten years for equipment.

Leasehold improvements are amortized over the

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.

Depreciation is computed using the straight-line method over

three to five years for vehicles and five to ten years for equipment.

Leasehold improvements are amortized over the 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.

During the years ended December 31, 2020 and 2019, the Company capitalized

interests costs of approximately $207,000 and $55,000, respectively.

As of December 31, 2020 and 2019, $261,885 and $54,914, respectively,

is included in property plant and equipment.

of long-lived assets

Company periodically reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that

the carrying amount of an asset may not be realizable.

An impairment loss would be recognized when estimated future cash flows

expected to result from the use of the asset and its eventual disposition is less than its carrying amount.

At December 31, 2019

and 2018, the Company has not identified any such impairment losses.

ASC Topic 740, “Income Taxes”, the Company is required to account for its income taxes through the establishment of

a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit

carry forwards.

Deferred tax expense or benefit is recognized as a result of timing differences between the recognition of assets

and liabilities for book and tax purposes during the year.

tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those

temporary differences are expected to be recovered or settled.

Deferred tax assets are recognized for deductible temporary differences

and operating losses, and tax credit carry forwards.

A valuation allowance is established to reduce that deferred tax asset if

it is “more likely than not”

Company periodically reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying

amount of an asset may not be realizable.

An impairment loss would be recognized when estimated future cash flows expected to result

from the use of the asset and its eventual disposition is less than its carrying amount.

At December 31, 2020 and 2019, the Company has

not identified any such impairment losses.

ASC Topic 740, “Income Taxes”, the Company is required to account for its income taxes through the establishment of a deferred

tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit carry forwards.

Deferred tax expense or benefit is recognized as a result of timing differences between the recognition of assets and liabilities for

book and tax purposes during the year.

tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary

differences are expected to be recovered or settled.

Deferred tax assets are recognized for deductible temporary differences and operating

losses, and tax credit carry forwards.

A valuation allowance is established to reduce that deferred tax asset if it is “more likely

than not”

that the related tax benefits will not be realized.

2 unchanged sentences

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”

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.

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.

The Company has operating leases for warehouses and

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.

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.

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

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).

of December 31, 2020 and 2019, the Company had made advance deposits of approximately $5,100,000 and $5,000,000, respectively, pursuant

to a purchase of equipment costing approximately $7,200,000.

Interest costs determined to be directly related to the financing of the

deposits as capitalized over the period when the equipment is being brought to its intended use.

During the years ended December 31,

2020 and 2019, the Company capitalized interests costs of approximately $683,000 and $597,000, respectively.

As of December 31, 2020

and 2019, $1,282,344 and $596,914, respectively, is included in Deposits and other assets.

The Company is currently expected to commence

operations later in the fall or early winter of 2021 at MedRecycler-RI, Inc.’s West Warwick, Rhode Island facility, dependent upon

regulatory approval and permanent financing.

of the Company’s revenue for the years ended December 31, 2020 and 2019, is recognized based on the Company’s satisfaction

4 unchanged sentences

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

January 1, 2018, the Company adopted ASU No.

Effective 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 factors.

Under the new guidance, the Company recognizes

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

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:

Outdoor Advertising Shelter

Service Revenues

Outdoor Advertising Shelter Revenues

Contracting Service Revenues

costs are expensed in the period incurred and totaled $24,321 and $21,939 for the years ended December 31, 2020 and 2019, respectively.

3 unchanged sentences

average number of common shares outstanding for the period.

Diluted EPS reflects the potential dilution of securities that could

share in the earnings or losses of the entity.

For the years ended December 31, 2019 and 2018, basic and diluted loss per share

are the same as the calculation of diluted per share amounts would result in an anti-dilutive calculation.

For the years ended

December 31, 2019 and 2018, the following potential shares have been excluded from the calculation of diluted loss per share because

their impact was anti-dilutive:

Diluted EPS reflects the potential dilution of securities that could share

in the earnings or losses of the entity.

For the years ended December 31, 2020 and 2019, basic and diluted loss per share are the same

as the calculation of diluted per share amounts would result in an anti-dilutive calculation.

For the years ended December 31, 2020 and

2019, the following potential shares have been excluded from the calculation of diluted loss per share because their impact was anti-dilutive :

Convertible Debt

Debt Subject to Forebearance

Convertible Debt Subject to Forbearance

1,134,602,500

1,447,747,273

1,162,749,121

Accounting Pronouncements

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.

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 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.

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, 2020 and 2019, the Company incurred losses from operations

of $1,075,428 and $1,215,432, respectively.

The Company had a working capital deficit of $3,985,435 as of December 31,

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.

If the Company is unable to obtain the necessary

capital, the Company may have to cease operations.

PROPERTY AND EQUIPMENT, NET

2 unchanged sentences

Leasehold Improvements

and equipment, net

Accumulated Depreciation

Property and equipment, net

expenses totaled $27,650 and $56,262 for the years ended December 31, 2020 and 2019, respectively.

5 - BORROWINGS

installment notes payable

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

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 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

1 unchanged sentence

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

At the election of the holder, upon

the occurrence of certain events, the notes can be converted into common stock of the Company at a conversion price per share

equal to 50% of the average bid price for the 30 consecutive business days prior to conversion.

The conversion feature is contingent

upon i) the successful filing of a registration statement to become publicly traded, and ii) the company stock has become publicly

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

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

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

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

The Company estimated the fair value of the warrants, totaling

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

term of the notes.

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

At the election of the holder, upon the occurrence

of certain events, the notes can be converted into common stock of the Company at a conversion price per share equal to 50% of the average

bid price for the 30 consecutive business days prior to conversion.

The conversion feature is contingent upon i) the successful filing

of a registration statement to become publicly traded, and ii) the company stock has become publicly quoted on the OTC Markets and iii)

the conversion price is above $0.10.

In August 2018, the holders of the notes agreed to extend the maturity date of the notes to December

31, 2019, in exchange for warrants to acquire 600,000 shares of common stock for an exercise price of $0.31 per share, exercisable over

The Company estimated the fair value of the warrants, totaling $16,401, using the Black Scholes Method and recorded an additional

discount against the note to be amortized over the extended term of the notes.

The notes are carried at $196,850, with no remaining unamortized

discount as of December 31, 2020 and 2019.

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

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

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

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

the 18 trading days prior to conversion.

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

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

did not require bifurcation and liability presentation.

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

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

The Company estimated the

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

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

which were recorded as a discount against the debt to be amortized into interest expense through the maturity of the notes, of $281,660.

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

to the lesser of $0.05 and 60% times the lowest trading price of the Company’s common stock during the 18 trading days prior to

Because the conversion feature is indexed to the Company’s stock, and there is an explicit cap to the total number

of shares issuable upon conversion, the Company determine that the embedded conversion option did not require bifurcation and liability

presentation.

The investors in the notes also received warrants to acquire an aggregate of 6,349,457 shares of common stock for an exercise

price of $0.11 per share, exercisable for 2 years.

The Company estimated the fair value of the warrants using the Black Scholes model

and the following assumptions:

volatility –

261.8% to 268.7%;

expected term –

dividend rate –

risk free rate –

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

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

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

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

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

Termination Date”

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

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

interest expense through the extended “Prepayment Termination Date”.

During the years ended December 31, 2019 and

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

free rate –

2.49%, and allocated $173,355 of the proceeds to the warrants, which was recorded as a discount against the debt to

be amortized into interest expense through the maturity of the notes.

Based on the allocation of proceeds to the debt, the Company determined

there was a beneficial conversion feature totaling $176,645, which was recorded as a discount against the debt to be amortized into interest

expense through the maturity of the notes.

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

extend the “Prepayment Termination Date”

to December 23, 2018, as defined in the respective Promissory Notes in exchange

for the addition of $25,000 to the principal of the principal of each note, which was recorded as an additional discount against the

note and amortized into interest expense through the extended “Prepayment Termination Date”.

During the years ended December

31, 2019, the Company amortized $156,461 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.

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.

No amounts were outstanding as of December 31, 2020.

November 12, 2020, the Company issued a 6% Senior Secured Convertible Note in the principal amount of $500,000.

The note accrues interest

at an annual rate of 6%, matures on January 29, 2021 (“Maturity Date”), and automatically converts into 10% of the outstanding

stock of MedRecycler-RI, Inc.

upon the earlier of a) MedRecycler-RI, Inc.

securing permanent financing for its Waste energy project and

obtaining all required permits from the State of Rhode Island, or b) the Maturity Date with such maturity date being amended and extended

until 1/29/2022.

notes payable, related party

October 23, 2015, a total of $332,474 in advances from a related party was converted into two one-year unsecured convertible notes

payable to Nicholas Campanella, Chief Executive Officer of the Company.

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.

As of December

31, 2019 and 2018, the balances of the notes totaled $332,474.

August 24, 2016, a total of $75,000 in advances from a related party was converted into a two-year unsecured convertible note

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

The note matures

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

At the election of the holder, upon the occurrence

of certain events, the note can be converted into common stock of the Company at a conversion price per share equal to 50% of

the average bid price for the 30 consecutive business days prior to conversion.

The conversion feature is contingent upon i) the

successful filing of a registration statement to become publicly traded, and ii) the company stock has become publicly quoted

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

In connection with this note, the Company issued 75,000 shares

of Series B preferred stock, as further described in Note 6.

October 23, 2015, a total of $332,474 in advances from a related party was converted into two one-year unsecured convertible notes payable

to Nicholas Campanella, Chief Executive Officer of the Company.

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

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 31, 2020 and 2019, the balances

of the notes totaled $332,474.

August 24, 2016, a total of $75,000 in advances from a related party was converted into a two-year unsecured convertible note payable

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

The note matures on August

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

At the election of the holder, upon the occurrence of certain

events, the note can be converted into common stock of the Company at a conversion price per share equal to 50% of the average bid price

for the 30 consecutive business days prior to conversion.

The conversion feature is contingent upon i) the successful filing of a registration

statement to become publicly traded, and ii) the company stock has become publicly quoted on the OTC Markets and iii) the conversion

price is above $0.10.

In connection with this note, the Company issued 75,000 shares of Series B preferred stock, as further described

As of December 31, 2020 and 2019, the balance of the notes was $75,722.

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

The notes are carried at $76,500 as of December 31,

2020 and 2019,with no remaining unamortized discounts.

interest on the convertible notes, related party totaled $90,670 and $61,256 as of December 31, 2020 and 2019, respectively.

Financing Obligation

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

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

bus shelters being installed annually.

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

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

The investors receive 100% of the profits from the Rhode

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

Thereafter, the investors receive

20% of the remaining profits from Rhode Island contract.

As of December 31, 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.

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

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

installed annually.

Each investment in the partnership grants the investor the right to preferential distributions of profits related

to the Company’s contract with Rhode Island.

The investors receive 100% of the profits from the Rhode Island contract to install

20 bus shelters until 100% of the initial investments are returned.

Thereafter, the investors receive 20% of the remaining profits from

Rhode Island contract.

As of December 31, 2020 and 2019, 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

October 23, 2015, the Company entered into a line of credit agreement with Nicholas Campanella, Chief Executive Office of the

Company, for a total value of $250,000.

October 23, 2015, the Company entered into a line of credit agreement with Nicholas Campanella, Chief Executive Office of the Company,

for a total value of $250,000.

The line of credit does not bear an interest rate and is payable on demand.

As of December

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

As of December 31, 2020 and

2019, the balance of the debt to related party was $163,936 and $161,630, respectively.

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

1 unchanged sentence

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”

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.

(iii) to provide for the financing of capitalized interest;

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.

The 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).

As a result, MedRecycler-RI, Inc.

owes an aggregate of eight million seven hundred twenty-five thousand dollars

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.

($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,

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.

further agree to assign any and all contractual rights related to the

During year ended December 31, 2020, the maturity dates of the notes were extended to January 2021, with semi-annual interest

payments due on July 29, 2020 and January 29, 2021, with such notes being further extended to January 2022.

As consideration for the

extension in 2020, $436,250 was added to the principal balance of the notes and recorded as a debt discount to be amortized through the

new maturity date.

For the year ended December 31, 2020 and 2019, the Company amortized $424,345 and $249,814, respectively of the discounts,

and as of December 31, 2020 and 2019, respectively, the indenture is carried at $9,127,784 and $8,703,439, net of unamortized discount

of $ 33,466 and $21,561.

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:

The note was funded July

Per the terms of the note, the Company agreed to issue to the lender 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, 2020 and 2019.

The note is currently in default.

maturities of the Company’s debt are as follows:

Years Ending December 31,

Total future maturities

Carrying Value

at December 31,2019

Carrying Value at December 31,2020

STOCKHOLDERS’

1 unchanged sentence

As of December 31, 2020 and 2019, the Company

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

shares of Series C Convertible Stock.

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

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

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

of Series C Convertible Stock.

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

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

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

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

reverse stock split that occurred on October 3, 2017.

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

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

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

split that occurred on October 3, 2017.

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

with common stockholders on an as-if converted basis.

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

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

Each share of Series

C Preferred Stock shall pay an annual dividend in the amount of $0.125 per year, for a total of $0.25, over an eighteen (18) month

term, from the date of issuance (the “Commencement Date”).

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

Each share of Series C Preferred

Stock shall pay an annual dividend in the amount of $0.125 per year, for a total of $0.25, over an eighteen (18) month term, from the

date of issuance (the “Commencement Date”).

Dividend payments shall be payable as follows:

in the amount of $0.0625 per share of Series C Preferred Stock at the end of each of the third quarter and fourth quarter of the

first twelve (12) months of the twenty-four (24) month period after the Commencement Date;

and (ii) dividend in the amount of

$0.03125 per share of Series C Preferred Stock at the end of each of the four quarters of the second twelve (12) months of the

twenty-four (24) month period after the Commencement Date.

The source of payment of the dividends will be derived from up to thirty-five

percent (35%) of net revenues (“Net Revenues”) from the Street Furniture Division of the Corporation following the

seventh (7th) month after the Commencement Date.

To the extent the amount derived from the Net Revenues of the Street Furniture

Division is insufficient to pay dividends of Series C Preferred Stock, if a sufficient amount is available, the next quarterly

payment date the funds will first pay dividends of Series C Preferred Stock past due.

At the conclusion of twenty-four months

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

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

non-designated, preferred shares.

(i) dividend in the amount of

$0.0625 per share of Series C Preferred Stock at the end of each of the third quarter and fourth quarter of the first twelve (12) months

of the twenty-four (24) month period after the Commencement Date;

and (ii) dividend in the amount of $0.03125 per share of Series C Preferred

Stock at the end of each of the four quarters of the second twelve (12) months of the twenty-four (24) month period after the Commencement

The source of payment of the dividends will be derived from up to thirty-five percent (35%) of net revenues (“Net Revenues”)

from the Street Furniture Division of the Corporation following the seventh (7th) month after the Commencement Date.

To the extent the

amount derived from the Net Revenues of the Street Furniture Division is insufficient to pay dividends of Series C Preferred Stock, if

a sufficient amount is available, the next quarterly payment date the funds will first pay dividends of Series C Preferred Stock past

At the conclusion of twenty-four months after the Commencement Date, and upon the payment of all dividends due and owing on said

Series C Preferred Stock, the Series C Preferred Stock shall automatically be redeemed by the Corporation and returned to the Corporation

for cancellation, as unissued, non-designated, preferred shares.

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

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.

the year end December 31, 2018, the Company issued 668,324 shares of common stock for services rendered with a fair value of $84,184,

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

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

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

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.

As of December 31, 2020 and 2019, dividends payable of $22,038 is reflected as dividends payable on the accompanying consolidated

balance sheets.

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

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

The Company estimated

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

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

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

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

over a six-month period.

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

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

the year ended December 31, 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.

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:

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.

On 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.

The significant assumptions used in the Black

Scholes calculations were as follows:

risk free rate –

1 unchanged sentence

230% to 265%, expected term –

0.58 years to 1.06 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.

the year ended December 31, 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 $0.00009 per share, resulting in the issuance of 240,744,220 shares of common stock.

the year ended December 31, 2020, warrants to acquire 117,108,206 shares of common stock at an exercise price of $0.00009 per share expired.

following summarizes warrant activity for the years ended December 31, 2020 and 2019:

Weighted Average

Exercise Price

Weighted Average

Remaining Life

Outstanding at January 1, 2019

Outstanding at December 31, 2018

Ratchet adjustments

1 unchanged sentence

Outstanding at December 31, 2019

(117,108,206 )

(246,862,272 )

Outstanding at December 31, 2020

following summarizes warrant information as of December 31, 2020:

Exercise Price

Expiration Date

August 24, 2021

October 27,2027

2 unchanged sentences

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.

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.

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.

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.

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.

Campanella opted to defer, with no interest, the receipt of

compensation under the agreement until the Company has the funds to pay its obligation.

In 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

At December 31, 2020 and December 31, 2019, the Company had accrued compensation of $929,797 and $767,963, respectively, and

recorded the related expenses in ‘general and administrative’

on the accompanying consolidated statements of operations.

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

Under the terms of the agreement, the Company is obligated to

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

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.

Under the terms of the agreement, the Company is obligated to pay monthly

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

The Lease was subsequently terminated early in June of 2020.

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, 2020.

Years Ending December 31,

Total minimum lease

Total minimum lease payments

Amount representing interest

value of minimum lease payments

Present value of minimum lease payments

the years ended December 31, 2020 and 2019, lease expense was $332,803 and $307,561, 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

leases and monthly charges for common-area maintenance and taxes.

related lease balance included in the consolidated balance sheet as of December 31, 2020 and 2019 were as follows:

Operating lease right-of use asset

Lease liability –

current portion

Lease liability

Lease liability –

long-term portion

Total operating

lease liabilities

Total operating lease liabilities

the year ended December 31, 2020, two customers accounted for 12% and 13%, respectively, of the Company’s revenues.

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

As of December

31, 2020, accounts receivable due from these customers totaled $8,000 and $10,290 respectively.

For the year ended December 31,

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

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

Participation Agreement

1 unchanged sentence

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

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.

MedRecycler 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.

Company was served by shareholders James J.

and Justin Derkack requesting that the Company reverse the underlying transactions

related to the MedRecycler-RI, Inc.

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

The matter was settled.

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.

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

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from Related Parties noted in Note 5, totaled $615,432 and $614,654 as of December 31, 2020 and 2019, 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.

accounts payable related parties as of December 31, 2020 and 2019, are expenses incurred with these affiliates totaling $76,512 and $91,540,

respectively.

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

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

debt obligations are currently in default.

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

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

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

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

Those debt obligations are

currently in default.

As consideration for the forbearance of those debts, the Company has agreed to provide a pledge of 100% membership

interest in MedRecycler, LLC, and wholly owned subsidiary of the Company organized in the state of Nevada which holds 51,000 shares of

MedRecycler-RI, Inc.

as security against the moneys owed.

The amounts owed to Mr.

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

Campanella date back nearly five years and represent

cash payments made by Mr.

Campanella to Sun Pacific Power Corp.

On April 3, 2019, Mr.

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

On December 31, 2020, Mr.

Campanella agreed to extend the forbearance

until December 31, 2022.

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

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

Campanella agreed

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

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

Campanella agreed that

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

LLC, and certain properties held by Mr.

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

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

Campanella 39,000 shares

of MedRecycler-RI, Inc.

As consideration for

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

Campanella 39,000 shares of MedRecycler-RI, Inc.

In addition, MedRecycler-RI, Inc.

had engaged the services of Marmac Corporate Advisors, LLC and Eilers

Law Group, P.A.

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.

had engaged the services of Marmac Corporate Advisors, LLC and Eilers Law Group, P.A.

to oversee, negotiate

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

As 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

During the years ended December 31, 2020and 2019, the Company incurred $180,000 and $165,000, respectively, to each of Mr.

Campanella and Marmac Corporate Advisors, LLC of fees for overseeing the project, of which $60,000 remains unpaid and is included in

accounts payable, related parties on the accompanying consolidated balance sheet.

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

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

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

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

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

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

pursuant to the Indenture.

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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.

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.

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.

will be pledged,

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

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.

ASC 740 also 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, 2020 and 2019.

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

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tax rate for financial statement purposes for the years ended December 31, 2020 and 2019:

Federal Statutory Tax

Federal Statutory Tax Rate

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:

Change in future tax rates

Change in valuation allowance

tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2020 and 2019 are summarized

Deferred Tax Assets:

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Accrued expenses

Total deferred tax

Total deferred tax assets

Valuation allowance

deferred tax assets and liabilities, net

Total deferred tax assets and liabilities, net

of December 31, 2020, the Company has available net operating loss carry forwards of approximately $8.0 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”

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.

The Company continues to maintain

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

As of December 31, 2020 the Company

had a valuation allowance totaling $2,352,000 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.

outdoor advertising, construction management services, and industrial waste management.

Summary information by segment is as follows:

balance sheet information by segment as of December 31, 2020 is as follows:

Escrowed Cash

Accounts receivable

Current Assets

Property Plant and Equipment

Right-of-Use Asset

Deposits and Other

Accounts Payable and Accrued Expenses

Related Party Advances

Notes Payable

Convertible Debt

Right-of-Use Obligation

Total Liabilities

Net Stockholders' Deficit

$ (2,659,580 )

$ (3,160,181 )

$ (6,007,583 )

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

Contstruction

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Righ of Use Asset

Deposits and Other

Accounts Payable and Accrued Expenses

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Total Liabilities

Net Stockholders’

Net Stockholders' Deficit

$ (2,477,045 )

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Statement of Operations Information by segment for the year ended December 31, 2020 is as follows:

Cost of Sales

Operating Expenses

Operating Loss

Other Expense

$ (1,612,229 )

$ (1,865,420 )

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

Contstruction

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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

January 29, 2021, MedRecycler-RI, Inc., entered into an 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

from the date of signing.

The extension of the bonds shall accrue interest, including a capitalized extension fee of five (5%) percent,

at twelve (12%) per annum.

In addition, the Company has been issued an extension for the term of a secured convertible loan to Pyro SS,

LLC, as reported in the Company’s Form 10Q for the quarter ended September 30, 2020, until July 28, 2021.

The bonds are intended

to be paid and extinguished from proceeds from permanent financing.

August 28, 2020, the Company filed a corporate action with FINRA to effectuate a Reverse Stock Split of the Common Stock of the Company

and a ratio of 1000:1 (the “Stock Split”).

On February 17, 2021, the Board of Directors of the Company resolved to cancel

such corporate action effective immediately.

Pursuant to such Board Resolution, the Company contacted FINRA on February 17, 2021 to cancel

the Stock Split corporate action, and on February 18, 2021 received confirmation that the corporate action has been cancelled with no

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