What changed in this filing

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Item 7. Management’s Discussion and Analysis

2022-04-15 compared with 2021-04-16 · 281 added, 429 removed, 64 unchanged (92% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

discussion and analysis of our financial condition and results of operations are based on our financial statements, which we have

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

This discussion should be

read in conjunction with the other sections of this Form 10-K, including “Risk Factors,” and the Financial Statements.

The various sections of this discussion contain a number of forward-looking statements, all of which are based on our current

expectations and could be affected by the uncertainties and risk factors described throughout this Annual Report on Form 10-K.

See “Forward-Looking Statements.” Our actual results may differ materially.

The preparation of these financial statements

requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of

contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during

the reporting periods.

On an ongoing basis, we evaluate estimates and judgments, including those described in greater detail below.

We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances,

the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily

apparent from other sources.

Actual results may differ from these estimates under different assumptions or conditions.

used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” except

where the context otherwise requires, the term “we,” “us,” “our,” or “the Company,”

refers to the business of Sun Power Holdings Corp.

discussion and analysis of our financial condition and results of operations are based on our financial statements, which we have prepared

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

This discussion should be read in conjunction

with the other sections of this Form 10-K, including “Risk Factors,” and the Financial Statements.

The various sections of

this discussion contain a number of forward-looking statements, all of which are based on our current expectations and could be affected

by the uncertainties and risk factors described throughout this Annual Report on Form 10-K.

See “Forward-Looking Statements.”

Our actual results may differ materially.

The preparation of these financial statements requires us to make estimates and assumptions

that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the

financial statements, as well as the reported revenues and expenses during the reporting periods.

On an ongoing basis, we evaluate estimates

and judgments, including those described in greater detail below.

We base our estimates on historical experience and on various other

factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying

value of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates under

different assumptions or conditions.

used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” except where the

context otherwise requires, the term “we,” “us,” “our,” or “the Company,” refers to the

business of Sun Power Holdings Corp.

Organizational

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 and we

have started, through a partnership, with ownership terms to be defined upon securing financing, the opportunity to develop and

build a solar farm in Durango Mexico.

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 six (6) subsidiary holdings.

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 operates our electrical contracting work.

Electric, LLC is a Pennsylvania limited liability company.

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.

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

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

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.

for a profit participation agreement with MedRecycler RI, Inc.

MedRecycler RI, Inc.

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

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

and or the Company’s organizational structure.

The Company is exploring creative solutions that would meet the requirements

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

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

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.

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 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 are currently in discussions with a nationally known outdoor

advertising firm to manage and expand our operations, either through a joint venture, partnership, and or 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.

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.

We are currently in discussions with a nationally known

outdoor advertising firm to manage and expand our operations, either through a joint venture, partnership, and or 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

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

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.

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

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 first 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.

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.

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

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

is held by Nicholas Campanella, personally, Marmac

Corporate Advisors, LLC, and Eilers Law Group, P.A., holding thirty nine percent (39%), eight percent (8%), two percent (2%),

respectfully.

With the new senior secured convertible debt as issued these ownership percentages may change.

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.

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

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

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

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.

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.

Project, while also balancing the requirements of those parties approving permanent financing.

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.

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 plastic.

The Company will begin work developing a business plan for expanding on

either manufacturing or licensing of the technology in the future.

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.

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 plastic.

will begin work developing a business plan for expanding on either manufacturing or licensing of the technology in the future.

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.

January 29, 2021, MedRecycler-RI, Inc., a subsidiary of Sun Pacific Holding Corp., (the “Company”) 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.

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 and that were subsequently further extended through January

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

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

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

The approving authority has

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

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

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

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

This will free collateral and cashflow for the development of new

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

from the balance sheet of the

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

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

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

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

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

interest structure.

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

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.

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 and expanding into other green energy related projects.

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 $7,829,893 and a working capital deficit of $2,948,908 as of December 31, 2021.

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.

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.

Accounting Policies and Estimates

significant accounting policies are more fully described in the notes to our consolidated financial statements.

Those material

accounting estimates that we believe are the most critical to an investor’s understanding of our financial results and condition

are discussed immediately below and are particularly important to the portrayal of our financial position and results of operations

and require the application of significant judgment by our management to determine the appropriate assumptions to be used in the

determination of certain estimates.

Those material accounting

estimates that we believe are the most critical to an investor’s understanding of our financial results and condition are discussed

immediately below and are particularly important to the portrayal of our financial position and results of operations and require the

application of significant judgment by our management to determine the appropriate assumptions to be used in the determination of certain

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.

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.

and cash equivalents

1 unchanged sentence

maturities of three months or less when purchased.

The Federal Deposit Insurance Corporation (FDIC) provided insurance coverage of

up to $250,000, per depositor, per institution.

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

federally insured limits.

Any and all withdrawals are strictly controlled by the lending institution and use of proceeds must be

approved prior to release of funds.

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

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

The Federal Deposit Insurance Corporation (FDIC) provided insurance coverage of up

to $250,000, per depositor, per institution.

At December 31, 2020 and 2021, none of the Company’s cash balances were in excess

of federally insured limits.

Any and all withdrawals are strictly controlled by the lending institution and use of proceeds must be approved

prior to release of funds.

the normal course of business, we decide to extend credit to certain customers without requiring collateral or other security 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 as of December 31, 2021 and 2020.

February 2016, the FASB issued ASU No.

1 unchanged sentence

Topic 842 amends several aspects of lease accounting, including requiring

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

the present value of the lease payments.

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

842 within ASU 2018-10 “Codification Improvements to Topic 842, Leases” and ASU 2018-11 “Leases (Topic 842):

Targeted Improvements.” The new guidance aims to increase transparency and comparability among organizations by requiring

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

leasing arrangements.

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

period of adoption.

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

value of the lease payments.

In July 2018, the FASB issued supplemental adoption guidance and clarification to Topic 842 within ASU 2018-10

“Codification Improvements to Topic 842, Leases” and ASU 2018-11 “Leases (Topic 842):

Targeted Improvements.”

The new guidance aims to increase transparency and comparability among organizations by requiring lessees to recognize lease assets and

lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements.

A modified retrospective

application is required with an option to not restate comparative periods in the period of adoption.

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

The Company has operating leases for warehouses

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

to other appropriate facts and circumstances.

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, 2021, the Company made deposits of approximately $5,000,000 pursuant to a purchase of equipment costing

approximately $7,200,000.

We are currently estimating the commencement of operations as early as of the 4 th quarter

of 2021 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).

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 accrued expenses due to related parties approximate

fair value due to their short-term nature.

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

carrying amounts of the Company’s accounts payable, accrued expenses, and accrued expenses due to related parties approximate fair

value due to their short-term nature.

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

and equipment

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, 2020 and 2019,

$892,400 and $651,828, respectively, is included in proprerty plant and equipment.

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.

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, 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.

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, 2021 and 2020, 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.

of the Company’s revenue for the years ended December 31, 2021 and 2020 is recognized based on the Company’s satisfaction

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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 Revenues

Contracting Service Revenues

Advertising Shelter Revenues

Service Revenues

ASC 260, “Earnings Per Share” (“EPS”), the Company provides for the calculation of basic and diluted earnings

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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 Year 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, all 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 year ended December 31, 2020, 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 year ended December 31, 2020.

The following summarizes

the calculation of diluted income per share for the year ended December 31, 2021:

Average Shares Outstanding

1,116,837,697

Net Income Per Share

of Operations for the Year Ended December 31, 2021 as Compared to the Year Ended December 31, 2020

the year ended December 31, 2020, revenues decreased by $11,705, from $300,733 for the year ended December 31, 2019 to $289,028

in 2020, as a result of lesser advertising revenues and reduce General Contracting services as the Company migrates away from

General Contracting services and towards the development of Green Energy Projects including the sale of Solar powered shelters

and other energy related projects that derive income from advertising sources.

Advertising revenue declined as a result of a transition

to commissioned advertising sales personnel during the quarter.

The Company has entered into revenue sharing agreements with the

City of Tallahassee, the State of Rhode Island Transportation Authority, and the State of New Jersey, along with others to provide

and manage up to approximately 1,000 marketing faces and other related products for a period of up to Ten (10) years that may

include providing WiFi Signal Boosters and Advertising in conjunction with the shelters and other related other outdoor related

Depending upon the timing of installation and advertising revenue generated per shelter and or other advertising-based

product, the Company’s Revenue may increase materially from this green energy offering.

The Company has recently raised

capital to build and deploy up to 20 bus shelters in Rhode Island as part of an income sharing arrangement with an investment

The Company has recently had 20 bus shelters delivered and is in the process of deploying the bus shelters into the marketplace.

The Company is currently in discussion with the State of Rhode Island on the specific details related to those bus shelters.

State of Rhode Island is also exploring options of purchasing those bus shelters from the Company.

The Company is also presently

in the process of adding up to 60 bus benches in the City of Tallahassee and has engaged two new commissioned sales individuals

to assist the company in increasing its advertising revenues in the City of Tallahassee market place, along with adding improved

sales advertising capabilities in an effort to improve advertising utilization.

The Company’s current Waste to Energy and

Durango Solar Farm Project may or may not impact future revenues depending upon the capital structure and other conditions that

will be required of the Company by its financing partners and or other regulatory authorities upon closing of its permanent financing

for those projects.

These items along with other revenue generating opportunities that is under review by the Company may cause

dramatic shifts in the Company’s comparative revenue profile of the products and services that the Company provides in the

the year ended December 31, 2021, revenues Increased $88,565, from $289,028 for the year ended December 31, 2020 to $377,593 in 2021,

as a result of more advertising revenues and less General Contracting services as the Company migrates away from General Contracting

services and towards the development of Green Energy Projects including the sale of Solar powered shelters and other energy related projects

that derive income from advertising sources.

The Company has entered into revenue sharing agreements with the City of Tallahassee, the

State of Rhode Island Transportation Authority, and the State of New Jersey, along with others to provide and manage up to approximately

1,700 Solar powered shelters and other related products for a period of up to Ten (10) years that may include providing WiFi Signal Boosters

and Advertising in conjunction with the shelters and other related other outdoor related products.

Depending upon the timing of installation

and advertising revenue generated per shelter and or other advertising-based product, the Company’s Revenue may increase materially

from this green energy offering.

The Company has recently raised capital to build and deploy up to 20 bus shelters in Rhode Island as

part of an income sharing arrangement with an investment group.

The Company has recently had 20 bus shelters delivered and is in the

process of deploying the bus shelters into the marketplace.

The Company is currently in discussion with the State of Rhode Island on

the specific details related to those bus shelters.

The Company is also presently in the process of adding up to 60 bus benches in the

City of Tallahassee and has engaged two new commissioned sales individuals to assist the company in increasing its advertising revenues

in the City of Tallahassee marketplace, along with adding improved sales advertising capabilities in an effort to improve advertising

These items along with other revenue generating opportunities that is under review by the Company may cause dramatic shifts

in the Company’s comparative revenue profile of the products and services that the Company provides in the future.

the year ended December 31, 2021, cost of revenues decreased by $11,764, from $38,808 for the year ended December 31, 2020 to $27,044

$38,808 in 2020, as a result of a higher mix of higher margin advertising generated revenues.

Costs of revenues may shift dramatically

depending upon how the Company’s comparative revenue profile of the products and services shift in the future.

the year ended December 31, 2020, operating expenses increased by $22,799, from $1,301,269 for the year ended December 31, 2019

to $1,324,068 in 2020 due materially to increases in professional fees offset slightly by decreases in wages, fees, and other

general and administrative expenses that were associated with project development costs for the Company’s Medical Waste

to Energy initiative and other development projects associated with green energy development initiatives that the Company is currently

The Company’s Operating Expenses may vary quarter to quarter as a result in upfront development costs for permits,

engineering reviews, and other costs associated with the Company’s new development projects related to its Medical Waste

to Energy project as well as other projects that it is currently reviewing.

the year ended December 31, 2020, Other Expenses increased by $225,762 from $564,734 for the year ended December 31, 2019 to $790,496

in 2020 as a result of greater amounts of interest expense as a result of the issuance of convertible debt and other capital related

Given the Company’s financing requirements in developing its new business models, the Company’s other (income)

expenses may increase over time as the Company explores the use of additional debt financing.

a result of the above, Net Loss inclusive of the net loss attributable of non-controlling interest of $789,992 decreased $619,068

from $1,693,420 for the year ended December 31, 2019 to $1,074,352 in 2020.

in 2021, as a result of more advertising generated revenues.

Costs of revenues may shift dramatically depending upon how the Company’s

comparative revenue profile of the products and services shift in the future.

the year ended December 31, 2021, operating expenses decreased by $8,485 from $449,796 for the year ended December 31, 2020 to

$441,311 in 2021.

the year ended December 31, 2021, Other Expenses decreased by $19,769 from $53,615 for the year ended December 31, 2020 to $33,846, primarily

as a result of payroll protection loan forgiveness.

Loss from Continuing Operations

a result of the above, the Company incurred Net Losses from Continuing Operations of $124,608 and $253,191 for the years ended

December 31, 2021 and 2020, respectively.

and Capital Resources

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have, since inception, financed operations and capital expenditures through the sale of stock and convertible notes and debt.

Our immediate sources of liquidity include cash and cash equivalents, accounts receivable, and unbilled receivables.

Our immediate

sources of liquidity include cash and cash equivalents, accounts receivable, and unbilled receivables.

December 31, 2021, we had a net working capital deficit of approximately $2,948,908 compared to $3,985,435 at December 31, 2020.

We relied on temporary financing for the MedRecycler project and proceeds from advertising project financing in 2020.

relied on proceeds from the sale of common stock, convertible promissory notes and advances from related parties throughout fiscal

must successfully execute our business plan to increase profitability in order to achieve positive cash flows to sustain adequate

liquidity without requiring additional funds from external sources to meet minimum operating requirements.

We may need to raise

additional capital to fund our operations and there can be no assurance that additional capital will be available on acceptable

terms or at all.

intend to seek additional financing for our working capital, in the form of equity or debt, to provide us with the necessary capital

to accomplish our plan of operation.

There can be no assurance that we will be successful in our efforts to raise additional capital.

the years ended December 31, 2021 and 2020, we received $35,905 and $30,492, respectively, from the Payroll Protection Program.

the Company has insufficient capital to maintain operations.

Cashflows from operations of the Company and all its subsidiary holdings

will not sustain the Company’s operations, let alone its filing requirements, unless there is substantial influx of cash

flow through either debt and/or equity financing.

will not sustain the Company’s operations, let alone its filing requirements, unless there is substantial influx of cash flow through

either debt and/or equity financing.

Flows from Operating Activities

provided by operating activities provides an indication of our ability to generate sufficient cash flow from our recurring business

Fixed costs such as labor, direct materials, and office rent represent a significant portion of the Company’s

continuing operating costs.

the year ended December 31, 2020, net cash used in operations was approximately $1,324,513 driven primarily by current year operating

loss, offset primarily increases in accrued officer compensation and accrued expenses.

the year ended December 31, 2019, net cash used in operations was approximately $550,010 driven by current year operating loss,

offset primarily by non-cash expenses for the loss on settlement of accrued officer compensation, accrued expenses, an increase

in accounts payable, and loss on the conversion of debt.

provided by operating activities provides an indication of our ability to generate sufficient cash flow from our recurring business activities.

Fixed costs such as labor, direct materials, and office rent represent a significant portion of the Company’s continuing operating

the year ended December 31, 2021, net cash used in operations was approximately $522,748 driven primarily by current year operating loss,

and $272,304 of cash deconsolidated.

the year ended December 31, 2020, net cash used in operations was approximately $1,514,034 driven by current year operating loss, offset

primarily by non-cash expenses for amortization of debt discounts, and increases in accrued expenses and accounts payable.

Flows from Investing Activities

the year ended December 31, 2020, the Company invested approximately $0.7 million in its MedRecycler project, consisting of $446,492

were no investing activities for the year ended December 31, 2021.

the year ended December 31, 2020, the Company invested approximately $0.7 million in its Med Recycler project, consisting of $496,184

of equipment purchases and deposits in equipment of $195,515.

the year ended December 31, 2019, the Company invested approximately $6.1 million in its MedRecycler project, consisting of

$538,242 of equipment purchases and deposits in equipment of $5,682,329, offset by $42,000 in proceeds from the sale of

The Company also received $11,000 for the sale of a vehicle.

Flows from Financing Activities

provided by (used in) financing activities provides an indication of our debt financing and proceeds from capital raise transactions.

the year ended December 31, 2020, cash provided by financing activities was approximately $500,000, primarily from the issuance

of convertible debt of $500,000.

the year ended December 31, 2019, cash provided by financing activities was approximately $8,445,588, primarily from the temporary

financing for the MedRecycler project of $8,453,624, and the issuance of convertible debt of $200,000, offset by the repayment

of convertible debt of $150,000 and vehicles loans of $60,667.

the short term, we must raise additional capital through debt or equity financing to support our business operations and grow

our business.

Over the long term, we must successfully execute our growth plans to increase profitable revenue and income streams

to generate positive cash flows to sustain adequate liquidity without impairing growth initiatives or requiring the infusion of

additional funds from external sources to meet minimum operating requirements.

We may need to raise additional capital to fund

our operations and there can be no assurance that additional capital will be available on acceptable terms or at all.

the year ended December 31, 2021, cash provided by financing activities was approximately $535,905, from the issuance of convertible

debt of $500,000 and $35,905 of proceeds from the payroll protection program.

the year ended December 31, 2020, cash provided by financing activities was approximately $530,492, from the issuance of convertible

debt of $500,000 and $30,492 of proceeds from the payroll protection program.

the short term, we must raise additional capital through debt or equity financing to support our business operations and grow our business.

Over the long term, we must successfully execute our growth plans to increase profitable revenue and income streams to generate positive

cash flows to sustain adequate liquidity without impairing growth initiatives or requiring the infusion of additional funds from external

sources to meet minimum operating requirements.

We may need to raise additional capital to fund our operations and there can be no assurance

that additional capital will be available on acceptable terms or at all.

Sheet Arrangements

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Financial Statements and Supplementary Data

consolidated financial statements and notes thereto and the report of our independent registered public accounting firm, are set

forth on pages F-1 through F-20 of this report.

consolidated financial statements and notes thereto and the report of our independent registered public accounting firm, are set forth

on pages F-1 through F-20 of this report.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 7. Management’s Discussion and Analysis