What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-04-15 compared with 2021-04-16 · 188 added, 313 removed, 31 unchanged (94% of the section changed)

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, resulting in the Company being considered the accounting acquirer.

Accordingly, the accompanying condensed consolidated

financial statements included the accounts of EXOlifestyle, Inc.

since August 24, 2017.

the Company has six (6) subsidiary holdings.

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

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

Bella Electric, LLC is a Pennsylvania limited liability company.

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

Jersey corporation.

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

The Company also formed National Mechanical

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

Currently the Company

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

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

(“SEDI”), a subsidiary

of Blissful Holdings, LLC.

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

the Durango Mexico Solar Farm Project.

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

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

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

The Company also formed Street Smart

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

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

duly formed in the state of Nevada.

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

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

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

of solar panels and other leading-edge 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.

We provide solar bus stops,

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

with costs efficient solutions.

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

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

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

the Company has five (5) subsidiary holdings.

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

and general construction.

Bella Electric, LLC that in conjunction with the Company operated our electrical contracting work.

Bella Electric,

LLC is a Pennsylvania limited liability company.

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

Electric, LLC and Sun Pacific Security Corp.

have generally ceased operations and we are in the process of dissolving both legal entities.

The Company also formed National Mechanical Group Corp, a New Jersey corporation focused on holding the Company’s patents.

Company also formed Street Smart Outdoor Corp, a Wyoming corporation that acts as a holding company for the Company’s state specific

operations in unique advertising through solar bus stops, solar trashcans and “street kiosks.” MedRecycler, LLC, is a wholly

owned subsidiary duly formed in the state of Nevada.

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

to energy projects.

On May 28, 2021, MedRecycler, LLC, exchanged its 51% interest in 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.

MedRecycler RI, Inc.

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

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

and or the Company’s organizational structure.

MedRecycler RI, Inc.

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

million investment into MedRecycler RI, Inc.

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

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

receiving its permanent financing.

for a profit participation agreement with MedRecycler RI, Inc.

MedRecycler RI, Inc.

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

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

The Company continues

to explore creative solutions that would meet the requirements of the various financing parties and still provide equivalent profit

sharing arrangements between the parties that allow Sun Pacific to also undertake other projects as it focuses on the best organizational

structure to allow it to fund and grow its green energy objectives.

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

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

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

The Company offers competitively priced “Next

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

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

The Company provides solar bus stops, solar trashcans

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

costs efficient solutions.

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

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

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

the Company’s negative working capital.

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

promissory notes and equity financing.

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

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

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

These may include

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

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

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

finding new debt and/or equity partners.

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

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

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

was created for the Medical Waste to Energy facility

that the Company was attempting to finance and operate in West Warrick, Rhode Island.

The Company no longer consolidates MedRecycler

as of May 28, 2021 and all Assets and Liabilities have been sold and/or settled.

Pacific Power Corp.

has entered into an agreement with Fox-ess, a global leader in the development

of inverter and energy storage solutions as a wholesale distributer for North and South America and Australia.

Sun Pacific Power Corp.

has also entered into an agreement with a South Asian solar manufacturer to act as a original equipment manufacturer (“OEM”)

for Sun Pacific Solar Panels and associated products.

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

operations in the outdoor advertising business

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

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

We have recently entered into an agreement

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

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

bring management expertise and or other resources that may allow us to further optimize our growth strategies and advertising

Pacific Power Corp.

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

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

Electric, LLC and Sun Pacific Security Corp.

have generally ceased operations, but we maintain the subsidiaries in case we find

opportunities to relaunch our operations.

LLC, a wholly owned subsidiary of Sun Pacific Holding Company currently holds fifty one percent (51%) of MedRecycler-RI, Inc.,

a corporation formed in the state of Rhode Island for the development of waste to energy projects in the state of Rhode Island.

Currently, MedRecycler-RI, Inc.

has entered into an Indenture of Trust in the amount of $6,025,000.00 as bridge financing for

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

This was extended and amended to include an

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

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

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

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

in MedRecycler RI, Inc.

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

that the West Warwick location was more suitable.

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

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

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

Payment for the Indenture of Trust

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

Currently, MedRecycler-RI, Inc.

has entered into a lease agreement

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

staff for building out the Rhode Island Project.

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

that MedRecycler-RI, Inc.

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

financing of its operations.

MedRecycler-RI, Inc.

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

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

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

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

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

All initial operational earnings

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

reserves have been met.

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

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

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

Through MedRecycler, LLC,

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

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

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

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

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

With the new senior secured convertible debt as issued these

ownership percentages may change.

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

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

received their respective ownership as consideration

for efforts and services performed.

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

has been pledged to bridge

financing, including any pledge rights held by Mr.

Campanella in MedRecycler, LLC.

MedRecycler RI, Inc.

is currently exploring

permanent financing options to fund its operations that meet the underwriting requirements of various bond/debt investors and

issuing authorities, which if put into place would require changes to MedRecycler RI, Inc.’s and or the Company’s

organizational ownership structure.

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

for the MedRecycler-RI, Inc.

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

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

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

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

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

and as calculated by the equity ownership as determined

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

This will free collateral and cashflow for the development

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

from the balance sheet

of the Company.

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

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

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

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

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

economic interest structure.

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

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

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

If successful,

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

for its work in project management and other professional services.

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

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

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

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

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

Originally designed for application in the solar

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

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

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

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

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

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

Originally designed for application in the solar bus shelters

operated by Street Smart Outdoor Corp, as a glassless solar panel, the Company has developed a patent protected product and process for

creating solar panels that can be integrated directly into the design of products as a molded, weather resistant plastic.

began work developing a business plan for expanding on either manufacturing or licensing of the technology in 2020, with such work continuing

into 2022, given limit capital resources at this time.

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

Over its history and to augment the

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

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

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

at the subsidiary level, and where possible attempt to keep control of at least fifty one percent (51%) of those subsidiaries.

While it will also look for the means to correct its insolvent state at the holding company level, given its current negative

economic condition, many parties continue to prefer to work with the Company at an operational subsidiary level.

The Company is

currently exploring other equity and or debt opportunities to correct its overall insolvent state.

Although we continue operations

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

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

deferred payment or other in-kind payments for services.

Street Smart Outdoor is undercapitalized making expansion of our advertising

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

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

We are attempting to partner

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

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

we can partner with in expanding our contracts.

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

and private sectors.

We are working to deploy our strategy in building upon our general and other contracting expertise in conjunction

with our intellectual property and subject matter expertise in green energy that may allow us to grow a group of profitable business

lines in solar, waste to energy, efficient lighting, and other unique energy related areas.

Over its history and to augment the Company’s

strategy, it has sought out partnerships and other arrangements with professionals and companies at the operating subsidiary level to

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

The Company continues to look for opportunities

that will allow it to partner with others in the form of debt and or equity and other contributions at the subsidiary level, and where

possible attempt to keep control of at least fifty one percent (51%) of those subsidiaries.

While it will also look for the means to

correct its insolvent state at the holding company level, given its current negative economic condition, many parties continue to prefer

to work with the Company at an operational subsidiary level.

The Company is currently exploring other equity and or debt opportunities

to correct its overall insolvent state.

Although we continue operations through our subsidiary holdings, revenues generated do not fully

produce cash flows sufficient to meet our basic capital requirements.

In order to meet our reporting requirements, we may have to seek

additional capital through debt or equity financing and/or request deferred payment or other in-kind payments for services.

Outdoor is undercapitalized making expansion of our advertising products highly unlikely or difficult to expand without the use of potential

partnerships and or commission only sales representatives.

Neither the Company nor Street Smart Outdoor have secured additional financing

to support operations.

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

business that includes financing outdoor structures with other parties, in which we arrange financing arrangements, and we continue to

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

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

private sectors.

We are working to deploy our strategy in building upon our general and other contracting expertise in conjunction with

our intellectual property and subject matter expertise in green energy that may allow us to grow a group of profitable business lines

in solar, waste to energy, efficient lighting, and other unique energy related areas.

advances in a multitude of different yet converging technologies have significantly improved the ability to integrate energy efficient

products and solutions into infrastructure related projects.

These technological advances decrease the requirements needed to

jointly operate a multitude of differing assets, devices, and tools that create new ways to integrate evolving new technologies.

This technological change and convergence in energy efficient devices, integrated communications among devices, and societal needs

to more effectively and environmentally friendly we believe presents a significant opportunity for us in providing and supporting

simple to complex integrated solutions.

challenges continue to be reaching critical mass in our solar shelter business, expanding into other green energy related projects,

completion of the Rhode Island Project and securing operational capital.

Except for the bridge financing for the Rhode Island

Project, we do not have any material existing financing arrangements in place.

While the Company has never been adequately funded

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

strategic vision.

Company has an accumulated deficit of approximately $9.4 million and a working capital deficit of approximately $4.0 million

as of December 31, 2020.

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

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

financing from its stockholders and/or other third parties.

These technological advances decrease the requirements needed to jointly

operate a multitude of differing assets, devices, and tools that create new ways to integrate evolving new technologies.

This technological

change and convergence in energy efficient devices, integrated communications among devices, and societal needs to more effectively and

environmentally friendly we believe presents a significant opportunity for us in providing and supporting simple to complex integrated

challenges continue to be reaching critical mass in our solar shelter business, expanding into other green energy related projects, completion

of the Rhode Island Project and securing operational capital.

While the Company has never been adequately funded from inception, the

Company has attempted to use debt, equity, and other opportunistic in-kind compensation to further the Company’s strategic vision.

Company has an accumulated deficit of approximately $7.8 million and a working capital deficit of approximately $2.9 million as of December

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

to meet its obligations, which it has not been able to accomplish to date, and/or obtain additional financing from its stockholders and/or

other third parties.

order to further implement its business plan and satisfy its working capital requirements, the Company will need to raise additional

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

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

is no assurance that the Company will ever be profitable.

These consolidated financial statements do not include any adjustments

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

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

These consolidated financial statements do not include any adjustments to reflect

the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that

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

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

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

shelter marketplace it is made up of a smaller amount of direct competitors including JC DeCaoux, Lamar, Clear Chanel, Signal

Outdoor, and various others.

While the Contractor marketplace we believe is not subject to rapid technological change driven in

part by periodic introductions of new technologies we believe the Shelter marketplace and the new areas in Waste to Energy and

other green energy marketplace may be subject to more technological change.

Given this we believe that the major competitive factors

in our marketplace are distinctive technical competencies, governmental certifications and approvals to operate within this space,

successful past contract performance, price of services, reputation for quality, and key management personnel with domain expertise.

currently engage in a limited amount of marketing activities related to request for proposals for projects related to government

contracts and or other contracting activities with commercial and private entities.

We are developing a variety of new marketing

activities designed to broaden our market awareness of our products, services and solutions, that may include e-mail and direct

mail campaigns, co-marketing strategies designed to leverage developing strategic relationships, website marketing, topical webcasts,

public relations campaigns, speaking engagements and forums and industry analyst visibility initiatives.

We plan to participate

in and sponsor conferences that cater to our target market and demonstrate and promote our products, services and solutions at

trade shows targeted to green energy companies and executives.

We also plan to publish white papers relating to green energy projects

and develop customer reference programs, such as customer case studies, in an effort to promote better awareness of industry issues

and demonstrate that our solutions can address many of the benefits of our solutions.

marketing strategy is to build our brand and increase market awareness of our products, services, and solutions in our target

markets and to generate qualified sales leads that will allow us to successfully build strong relationships with key decision

We plan to use partnerships and other business arrangements to augment our marketing and sales reach in both our outdoor

advertising, construction, and waste to energy business.

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

Historically, we have derived, and may continue to derive

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

Due to the nature of

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

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

In future periods, we will

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

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

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

marketplace it is made up of a smaller amount of direct competitors including JC DeCaoux, Lamar, Clear Chanel, Signal Outdoor, and various

While the Contractor marketplace we believe is not subject to rapid technological change driven in part by periodic introductions

of new technologies we believe the Shelter marketplace and the new areas in other green energy marketplace may be subject to more technological

Given this we believe that the major competitive factors in our marketplace are distinctive technical competencies, governmental

certifications and approvals to operate within this space, successful past contract performance, price of services, reputation for quality,

and key management personnel with domain expertise.

currently engage in a limited amount of marketing activities related to request for proposals for projects related to government contracts

and or other contracting activities with commercial and private entities.

We are developing a variety of new marketing activities designed

to broaden our market awareness of our products, services and solutions, that may include e-mail and direct mail campaigns, co-marketing

strategies designed to leverage developing strategic relationships, website marketing, topical webcasts, public relations campaigns,

speaking engagements and forums and industry analyst visibility initiatives.

We plan to participate in and sponsor conferences that cater

to our target market and demonstrate and promote our products, services and solutions at trade shows targeted to green energy companies

and executives.

We also plan to publish white papers relating to green energy projects and develop customer reference programs, such

as customer case studies, in an effort to promote better awareness of industry issues and demonstrate that our solutions can address

many of the benefits of our solutions.

marketing strategy is to build our brand and increase market awareness of our products, services, and solutions in our target markets

and to generate qualified sales leads that will allow us to successfully build strong relationships with key decision makers.

to use partnerships and other business arrangements to augment our marketing and sales reach in both our outdoor advertising, construction,

and waste to energy business.

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

Historically, we have derived, and may continue to derive in

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

Due to the nature of our business

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

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

In future periods, we will continue to focus on diversifying

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

reach beyond our limited reach.

intellectual property rights are important to our business.

We believe we will come to rely on a combination of patent, copyright,

trademark, service mark, trade secret and other rights in the United States and other jurisdictions, as well as confidentiality

procedures and contractual provisions to protect our proprietary technology, processes and other intellectual property.

protect our intellectual property rights in a number of ways including entering into confidentiality and other written agreements

with our employees, customers, consultants and partners in an attempt to control access to and distribution of our documentation

and other proprietary technology and other information.

Despite our efforts to protect our proprietary rights, third parties may,

in an unauthorized manner, attempt to use, copy or otherwise obtain and market or distribute our intellectual property rights

or technology.

patent filings are intended to provide the holder with a right to exclude others from making, using, selling or importing in the

United States the inventions covered by the claims of granted patents.

Our patents, including our pending patents, if granted,

may be contested, circumvented or invalidated.

Moreover, the rights that may be granted in those issued and pending patents may

not provide us with proprietary protection or competitive advantages, and we may not be able to prevent third parties from infringing

those patents.

Therefore, the exact benefits of our issued patents and, if issued, our pending patents and the other steps that

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

We believe we will come to rely on a combination of patent, copyright, trademark,

service mark, trade secret and other rights in the United States and other jurisdictions, as well as confidentiality procedures and contractual

provisions to protect our proprietary technology, processes and other intellectual property.

We will protect our intellectual property

rights in a number of ways including entering into confidentiality and other written agreements with our employees, customers, consultants

and partners in an attempt to control access to and distribution of our documentation and other proprietary technology and other information.

Despite our efforts to protect our proprietary rights, third parties may, in an unauthorized manner, attempt to use, copy or otherwise

obtain and market or distribute our intellectual property rights or technology.

patent filings are intended to provide the holder with a right to exclude others from making, using, selling or importing in the United

States the inventions covered by the claims of granted patents.

Our patents, including our pending patents, if granted, may be contested,

circumvented or invalidated.

Moreover, the rights that may be granted in those issued and pending patents may not provide us with proprietary

protection or competitive advantages, and we may not be able to prevent third parties from infringing those patents.

Therefore, the exact

benefits of our issued patents and, if issued, our pending patents and the other steps that we have taken to protect our intellectual

property cannot be predicted with certainty.

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

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

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

Originally designed for application in the solar

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

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

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

LLC holds trademarks for the name and the logo.

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

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

Originally designed for application in the solar bus shelters

operated by Street Smart Outdoor Corp, as a glassless solar panel, the Company has developed a patent protected product and process for

creating solar panels that can be integrated directly into the design of products as a molded, weather resistant plastic.

has started work developing a business plan for expanding on either manufacturing or licensing of the technology in 2020 but given capital

limitations continues this development in 2022.

business is not seasonal.

3 unchanged sentences

agencies awarding contracts, the term of each contract that we have been awarded and general economic conditions.

Because a portion

of our expenses, such as personnel and facilities costs, are fixed in the short term, successful contract performance and variation

in the volume of activity as well as in the number of contracts commenced or completed during any quarter may cause significant

variations in operating results from quarter to quarter.

Because a portion of

our expenses, such as personnel and facilities costs, are fixed in the short term, successful contract performance and variation in the

volume of activity as well as in the number of contracts commenced or completed during any quarter may cause significant variations in

operating results from quarter to quarter.

of December 31, 2021, we had approximately 2 full-time employees.

1 unchanged sentence

or full-time employees as needed.

Potential employees possessing the unique qualifications required are readily available for

both part-time and full-time employment.

The primary method of soliciting personnel is through recruiting resources directly utilizing

all known sources including electronic databases, public forums, and personal networks of friends and former co-workers.

believe that our future success will depend in part on our continued ability to offer market competitive compensation packages

to attract and retain highly skilled, highly motivated and disciplined managerial, technical, sales and support personnel.

generally do not have employment contracts with our employees, but we do selectively maintain employment agreements with key employees.

In addition, confidentiality and non-disclosure agreements are in place with many of our customer, employees and consultants and

such agreements are included our policies and procedures.

Potential employees possessing the unique qualifications required are readily available for both part-time

and full-time employment.

The primary method of soliciting personnel is through recruiting resources directly utilizing all known sources

including electronic databases, public forums, and personal networks of friends and former co-workers.

believe that our future success will depend in part on our continued ability to offer market competitive compensation packages to attract

and retain highly skilled, highly motivated and disciplined managerial, technical, sales and support personnel.

We generally do not have

employment contracts with our employees, but we do selectively maintain employment agreements with key employees.

In addition, confidentiality

and non-disclosure agreements are in place with many of our customer, employees and consultants and such agreements are included our

policies and procedures.

None of our employees are subject to a collective bargaining agreement.

We believe that our relations with our employees are good.

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.

We believe that our relations with our

employees are good.

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 consider the accounting acquirer.

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

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

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

the name of the Company from EXOlifestyle, Inc.

The acquisition was accounted for

as a reverse merger, resulting in the Company being consider the accounting acquirer.

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

f/k/a EXOlifestyle, Inc.

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

the Company from EXOlifestyle, Inc.

to Sun Pacific Holding Corp.

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

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

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

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

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

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

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

The SEC maintains

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

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

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

What changed 10-K

Item 1. Business