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Item 9A. Controls and Procedures

2022-04-15 compared with 2021-04-16 · 501 added, 711 removed, 440 unchanged (73% of the section changed)

2 unchanged sentences

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

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

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

controls and procedures were not effective.

on the evaluation and the identification of the material weaknesses in internal control over financial reporting described below, our

Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2021, the Company’s disclosure controls

and procedures were not effective.

of Disclosure Controls and Procedures

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

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

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

Exchange Act.

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

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

disclosure controls and procedures were not effective.

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

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

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

on the evaluation and the identification of the material weaknesses in internal control over financial reporting described below, our

Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2021, the Company’s disclosure controls

and procedures were not effective.

Report on Internal Control over Financial Reporting

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

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

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

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

by the Committee of Sponsoring Organizations of the Treadway Commission.

The term “internal control over financial reporting”,

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

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

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

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

and includes those policies and procedures that:

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

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

(2) provide reasonable assurance that transactions

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

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

of the issuer;

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

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

Based upon the evaluation

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

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

as a result of continuing weaknesses principally due to the following:

Company has not established adequate financial reporting monitoring activities to mitigate the risk of management override,

specifically because there are few employees and only one officers with management functions and therefore there is lack of

segregation of duties.

outside consultant assists in the preparation of the annual and quarterly financial statements and partners with the Company

to ensure compliance with US GAAP and SEC disclosure requirements.

counsel assists the Company in the external attorneys to review and editing of the annual and quarterly filings and to ensure

compliance with SEC disclosure requirements.

such time as the Company raises additional working capital it plans to add staff, initiate training, add additional subject matter

expertise in its finance area so that it may improve it processes, policies, procedures, and documentation of its internal control

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

with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer

of the effectiveness of the Company’s internal control over financial reporting as of the end of the period covered by this report

, using the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

The term “internal control over financial reporting”, as defined under Rule 13a-15(f) under the

Exchange Act, means a process designed by, or under the supervision of, the issuer’s principal executive officer and principal

financial officers, or persons performing similar functions, and effected by issuer’s board of directors, management and other

personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the

assets of the issuer;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made

only in accordance with authorizations of management and directors of the issuer;

and (3) provide reasonable assurance regarding prevention

or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on

the financial statements.

Based upon the evaluation of the internal control over financial reporting at the end of the period covered

by this report, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s internal control

over financial reporting were not effective as a result of continuing weaknesses principally due to the following:

Company has not established adequate financial reporting monitoring activities to mitigate the risk of management override, specifically

because there are few employees and only one officers with management functions and therefore there is lack of segregation of duties.

outside consultant assists in the preparation of the annual and quarterly financial statements and partners with the Company to ensure

compliance with US GAAP and SEC disclosure requirements.

counsel assists the Company in the external attorneys to review and editing of the annual and quarterly filings and to ensure compliance

with SEC disclosure requirements.

such time as the Company raises additional working capital it plans to add staff, initiate training, add additional subject matter expertise

in its finance area so that it may improve it processes, policies, procedures, and documentation of its internal control processes.

in Internal Control over Financial Reporting

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Campanella has been a serial entrepreneur.

He has managed, owned, and led a number of companies

in the development, contracting, insurance and manufacturing industries.

From 1996 until 2015 he was the President of CGA Associates,

an insurance brokerage company.

From 2005 until 2009 he was the President of Northwoods Manufacturing and from 2004 to the present

he is the President of Triplet Square, a real estate development company.

Prior to 2004 he held positions of Vice President and

Account Executive in the insurance industry.

He has also served in many roles in community service including as an environmental

commissioner and as the chairman of the economic development committee, along with serving as the Grand Knight for the Knights

Campanella attended New York Institute of Technology in 1984, where he majored in Business Management.

He has managed, owned, and led a number of companies in the

development, contracting, insurance and manufacturing industries.

From 1996 until 2015 he was the President of CGA Associates, an insurance

brokerage company.

From 2005 until 2009 he was the President of Northwoods Manufacturing and from 2004 to the present he is the President

of Triplet Square, a real estate development company.

Prior to 2004 he held positions of Vice President and Account Executive in the

insurance industry.

He has also served in many roles in community service including as an environmental commissioner and as the chairman

of the economic development committee, along with serving as the Grand Knight for the Knights of Columbus.

Campanella attended New

York Institute of Technology in 1984, where he majored in Business Management.

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

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with manufacturing operations and financial reporting.

Randazzo received his Bachelor of Science in Business Administration

from Saint Francis College.

Randazzo received his Bachelor of Science in Business Administration from

Saint Francis College.

Randazzo started his career as an accounting clerk for Agip, USA.

Thereafter, he quickly became

a Manager of General Accounting for Time Warner Corporation rising to Plant Manager within 10 years with the company.

Randazzo joined I.L Walker, Inc., a folding carton manufacturing operation, as Vice President/General Manager.

at the time had annual sales of $23,000,000.

Randazzo was responsible for 155 employees, initiated new manufacturing

and quality standards.

Based on his experience with I.L.

Thereafter, he quickly became a Manager

of General Accounting for Time Warner Corporation rising to Plant Manager within 10 years with the company.

Randazzo joined

I.L Walker, Inc., a folding carton manufacturing operation, as Vice President/General Manager.

at the time had annual

sales of $23,000,000.

Randazzo was responsible for 155 employees, initiated new manufacturing and quality standards.

experience with I.L.

Walker, Inc., in 2001, Mr.

Randazzo started his own firm, Zapp Packaging,

driving sales from $1,500,000 the first year of operations to $15,000,000 in 2005 when he sold the company.

Randazzo joined MyPrint a division of e-Tools Corporation as V.P.

Randazzo started his own firm, Zapp Packaging, Inc.

driving sales from $1,500,000 the

first year of operations to $15,000,000 in 2005 when he sold the company.

Randazzo joined MyPrint a division of e-Tools

Corporation as V.P.

of Operations until he was appointed C.E.O.

in 2007, where he

remains today.

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

in 2007, where he remains today.

Randazzo’s experience brings

expertise in building and growing businesses.

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

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

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

As such, nominations of additional board

members or nominees for shareholder election are set forth by Mr.

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

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

As such, nominations of additional board members or

nominees for shareholder election are set forth by Mr.

Campanella will consider shareholder nomination.

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

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

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

However, there

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

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

expert” as defined by Item 507(d)(5).

Relationships

Campanella and Vincent Randazzo are brothers in law.

There are no other family relationships among the directors and executive

officers of the Company.

There is no arrangement or understanding between or among the directors or executive officers of the

Company to which a director or executive officer of the Company was or is to be selected as a director.

There are no other family relationships among the directors and executive officers

of the Company.

There is no arrangement or understanding between or among the directors or executive officers of the Company to which

a director or executive officer of the Company was or is to be selected as a director.

in Certain Legal Proceedings

our knowledge, during the last ten years, none of our directors and executive officers has:

a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either

at the time of the bankruptcy or within two years prior to that time.

convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other

minor offenses.

a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at

the time of the bankruptcy or within two years prior to that time.

convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor

subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,

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or banking activities.

found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to

have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory

organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary

authority over its members or persons associated with a member.

found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated

a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization,

any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members

or persons associated with a member.

do not currently have a code of ethic that applies to any member of the Board of Directors or our executive officers.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and persons who own more

than 10% of the issued and outstanding shares of our common stock to file reports of initial ownership of common stock and other

equity securities and subsequent changes in that ownership with the SEC.

Officers, directors and greater than ten percent stockholders

are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely

on a review of the copies of such reports furnished to us and written representations that no other reports were required, during

the fiscal year ended December 31, 2020 all Section 16(a) filing requirements applicable to our officers, directors and greater

than 10% beneficial owners were complied with.

16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and persons who own more than

10% of the issued and outstanding shares of our common stock to file reports of initial ownership of common stock and other equity securities

and subsequent changes in that ownership with the SEC.

Officers, directors and greater than ten percent stockholders are required by

SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies

of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December

31, 2021 all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied

Executive Compensation

Name and Principal Position

Non-Equity Incentive Plan Compensation

Compensation(1)

Nicholas Campanella

and Principal Position

Incentive Plan Compensation Earnings

Qualified Deferred Compensation Earnings

Other Compensation(1)

In 2021 and 2020, Mr.

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

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December 20, 2017, the Company entered into a five-year employment agreement with Nicholas Campanella, Chief Executive Officer.

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

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

After 5 years, the agreement is automatically

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

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

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

After 5 years, the agreement is automatically renewed for an additional

two years unless terminated by either party.

As part of the agreement Mr.

Campanella opted to defer,

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

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

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

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

following table sets forth, as of April 15, 2021, each person known by the Company to be the officer or director of the Company

or a beneficial owner of five percent or more of the Company’s common stock.

Except as noted, the holder thereof has sole

voting and investment power with respect to the shares shown.

Except as otherwise indicated, the address of each beneficial owner

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

Number of Shares of Common Stock

Percentage of Common Stock (1)

Officers & Directors

Nicholas Campanella

Chairman of the Board.

following table sets forth, as of April 15, 2021, each person known by the Company to be the officer or director of the Company or a

beneficial owner of five percent or more of the Company’s common stock.

Except as noted, the holder thereof has sole voting and

investment power with respect to the shares shown.

Except as otherwise indicated, the address of each beneficial owner is c/o Sun Pacific

Holding Corporation, 345 Highway 9 South, Suite 388, Manaplan, New Jersey 07726.

of Shares of Common Stock

of Common Stock (1)

of the Board.

CEO, & Director

33,897,166 (2)

Vincent Randanzzo

Total Owned by all Officers and Directors

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

Beneficial ownership

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

power with respect to securities.

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

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

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

Nicholas Campanella, our Chairman and Chief

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

The Series A Preferred Stock has voting

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

or distribution upon liquidation rights.

Owned by all Officers and Directors

Applicable percentage ownership is based on 974,953,335 shares

of common stock outstanding as of April 13, 2021.

Beneficial ownership is determined in accordance with the rules of the Securities and

Exchange Commission and generally includes voting or investment power with respect to securities.

Shares of common stock that are currently

exercisable or exercisable within 60 days of are deemed to be beneficially owned by the person holding such securities for computing

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

Nicholas Campanella, our Chairman and Chief Executive Officer holds 12,000,000 shares of Series A Preferred Stock as of April 15, 2022.

The Series A Preferred Stock has voting rights equal to 125 votes on all matters submitted to a vote to the stockholders of the Company,

does not have conversion, dividend or distribution upon liquidation rights.

As a result, Mr.

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

Therefore, although

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

of the voting rights of the common stock, this amounts to only 3.67% of the total voting rights available.

Campanella thus

has just over 50% of the total voting rights.

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

Therefore, although the officers, directors and beneficial holders of shares greater than 5% of the common stock have voting rights

equal to 3.48% of the voting rights of the common stock, this amounts to only 3.67% of the total voting rights available.

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

Includes shares held by family members.

Certain Relationships and Related Transactions and Director Independence

August 24, 2017, the Company closed a share exchange agreement with the shareholder of Sun Pacific Power Corporation, a New Jersey

corporation whereby the shareholders of Sun Pacific Power Corporation received 284,248,605 shares of common stock (pre-reverse

stock split of 50:1) on a pro rata basis.

Pursuant to the share exchange agreement, Nicholas Campanella was issued 976,351 shares

of Series B Preferred Shares, which automatically converted into 30,126,775 shares of post reverse stock split common shares.

August 24, 2017, the Company closed a share exchange agreement with the shareholder of Sun Pacific Power Corporation, a New Jersey corporation

whereby the shareholders of Sun Pacific Power Corporation received 284,248,605 shares of common stock (pre-reverse stock split of 50:1)

on a pro rata basis.

Pursuant to the share exchange agreement, Nicholas Campanella was issued 976,351 shares of Series B Preferred Shares,

which automatically converted into 30,126,775 shares of post reverse stock split common shares.

Randazzo, our Director, is the brother-in-law of Nicholas Campanella, our Chairman and Chief Executive Office.

February 7, 2019, MedRecycler-RI, Inc., of which the wholly owned subsidiary of the Company, MedRecycler, LLC, holds fifty one

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

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

Pursuant to the Indenture of Trust, Nicholas Campanella,

our CEO and Chairman, provided pledged of personal assets to the note holder, including, real property and all equity ownership

in the Company.

Campanella received thirty nine percent (39%) or thirty-nine thousand shares of MedRecycler-RI, Inc.

as consideration

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

February 7, 2019, MedRecycler-RI, Inc., of which the wholly owned subsidiary of the Company, MedRecycler, LLC, holds fifty one percent

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

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

Pursuant to the Indenture of Trust, Nicholas Campanella, our CEO and Chairman,

provided pledged of personal assets to the note holder, including, real property and all equity ownership in the Company.

received thirty nine percent (39%) or thirty-nine thousand shares of MedRecycler-RI, Inc.

as consideration for his efforts and services

in 2019 as well as his agreement to pledge substantial personal assets.

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

Principal Accounting Fees and Services.

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

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

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

independent public accounting firm is Turner Stone & Company, LLP, Dallas, Texas, PCAOB Auditor ID 76.

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

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

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

total fees charged by Turner, Stone & Company, LLC in 2021 and 2020 aggregated $33,280 and $29,230, respectively, which includes

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8-K February 11, 2019

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

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

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

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

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

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to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned thereunto duly authorized.

Certification

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

Certification

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

Certification

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

Certification

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

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to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.

Pacific Power Corp.

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(Principal Financial and Accounting Officer)

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

registrant and in the capacities indicated.

accordance with the Exchange Act, this report has been signed below by the following persons on April 15, 2022 on behalf of the registrant

and in the capacities indicated.

Nicholas Campanella

3 unchanged sentences

Vincent Randanzzo

Report of Independent Registered Accounting Firm

Consolidated Balance Sheets as of December 31, 2020 and 2019

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

Consolidated Statement of Stockholders’

Deficit for the Years Ended December 31, 2020 and 2019

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

Notes to Consolidated Financial Statements

of Independent Registered Accounting Firm (PCAOB ID No.

Balance Sheets as of December 31, 2021 and 2020

Statements of Operations for the Years Ended December 31, 2021 and 2020

Statement of Stockholders’ Deficit for the Years Ended December 31, 2021 and 2020

Statements of Cash Flows for the Years Ended December 31, 2021 and 2020

to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

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

and its subsidiaries (the “Company”)

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

deficit and cash flows for

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

and its subsidiaries (the “Company”)

as of December 31, 2021 and 2020, and the related consolidated statements of operations, stockholders’ deficit and cash flows for

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

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

1 unchanged sentence

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

Paragraph –

Going Concern

Paragraph – Going Concern

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

1 unchanged sentence

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

Management’s

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

1 unchanged sentence

might result from the outcome of this uncertainty.

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

Our responsibility is to express an opinion

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

We are a public accounting firm registered with the Public

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

in accordance with the U.S.

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

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

Accordingly, we express no such opinion.

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Turner, Stone & Company, L.L.P .

have served as the Company’s auditor since 2017.

PACIFIC HOLDING CORP

BALANCE SHEETS

and cash equivalents

assets held for disposal

current assets

Cash and cash equivalents

Cash held in escrow

Prepaid interest held in escrow

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

Prepaid expenses

Total current assets

Property and Equipment, Net

Right-of-use Asset

Deposits and Other Assets

LIABILITIES AND STOCKHOLDERS’

and Equipment, Net

and Other Assets

assets held for disposal

AND STOCKHOLDERS’ DEFICIT

payable, related party

compensation to officer

expenses, related party

payable, related party

from related parties

financing obligation

notes payable

notes payable, related party

Payable, net of discounts

liabilities held for disposal

current liabilities

Accounts payable

Accounts payable, related party

Accrued compensation to officer

Accrued expenses

Accrued expenses, related party

Dividends payable, related party

Advances from related parties

Project financing obligation

Convertible notes payable

Convertible notes payable, related party

Notes Payable, net of discounts

Lease liability, current portion

Total current liabilities

Long Term Liabilities:

Convertible note

Notes payable, net of discounts

Lease liability, net of current portion

Total liabilities

Commitments and contingencies (see Note 7)

Stockholders’

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

Series A preferred stock:

Term Liabilities:

payable, net of discounts

-term liabilities held for disposal

and contingencies (see Note 7)

Stockholders’

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

A preferred stock:

12,000,000 shares designated;

12,000,000 shares issued and outstanding

Series B preferred stock:

12,000,000 shares

issued and outstanding

B preferred stock:

1,000,000 shares designated;

-0- shares issued and outstanding, respectively

Series C preferred stock:

- 0 - shares issued

and outstanding, respectively

C preferred stock:

500,000 shares designated;

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

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

Preferred stock, value

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

and 966,726,357 shares issued and outstanding, respectively

Additional paid in capital

Accumulated deficit

Total deficit

Non-controlling interest in subsidiary

Total stockholders’

Total liabilities and stockholders’

stock $ 0.0001 par

value, 1,000,000,000 shares

974,953,335 and 966,726,357 shares

issued and outstanding, respectively

paid in capital

( 7,829,893 )

( 9,417,865 )

( 2,883,423 )

( 4,626,604 )

Non-controlling

interest in subsidiary

( 1,380,978 )

stockholders’ deficit

( 2,883,423 )

( 6,007,582 )

liabilities and stockholders’ deficit

PACIFIC HOLDING CORP

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Cost of Revenues

and compensation

and administrative

operating expenses

Wages and compensation

Professional fees

General and administrative

Total operating expenses

Loss from operations

Other Expenses:

Other income, net

Interest expense

Total other expense

from continuing operations

on disposal of assets

other expense

loss from continuing operations before tax benefit

Income tax benefit – continuing

Net income (loss) from continuing

operations before tax benefit

(loss) from Discontinued Operations before income taxes

( 1,612,229 )

Income tax expense – discontinued

Income (loss) from Discontinued Operations

( 1,612,229 )

Deemed dividend from warrant adjustments

Net loss attributable to non-controlling interest

Net loss attributable to common stockholders

income (loss)

$ ( 1,865,420 )

loss (income) attributable to non-controlling interest

( 1,380,978 )

Net Loss Per Common Share - Basic and Diluted

Weighted Average Shares Outstanding - Basic and Diluted

income (loss) attributable to common stockholders

$ ( 1,075,428 )

Loss Per Common Share - Basic

Weighted Average

Shares Outstanding - Basic

PACIFIC HOLDING CORP

STATEMENT OF STOCKHOLDERS’

Series A Preferred

Balances at December 31, 2018

STATEMENT OF STOCKHOLDERS’ DEFICIT

THE YEARS ENDED DECEMBER 31, 2021 and 2020

at December 31, 2019

$ ( 8,342,437 )

$ ( 590,986 )

Issuance of common stock upon conversion of convertible debt

Issuance of common stock upon cashless exercise of warrants

Cashless exercise of common stock warrants

Deemed dividend - adjustments to warrants

Balances at December 31, 2019

Issuance of common stock upon cashless exercise of warrants

$ ( 4,142,163 )

of common stock upon cashless exercise of warrants

( 1,075,428 )

( 1,865,420 )

Balances at December

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( 6,007,582 )

( 9,417,865 )

( 1,380,978 )

( 6,007,582 )

of Previously subscribed common stock

of convertible debt

exercise of common stock warrants

at December 31, 2021

$ ( 7,829,893 )

$ ( 2,883,423 )

$ ( 7,829,893 )

$ ( 2,883,423 )

PACIFIC HOLDING CORP

STATEMENTS OF CASH FLOWS

Cash flows from Operating Activities:

THE YEARS ENDED DECEMBER 31, 2021 and 2020

flows from Operating Activities:

income (loss)

$ ( 1,865,420 )

to reconcile net loss to net cash used in

operating activities:

of debt discount - interest expense

on deconsolidation

( 3,861,861 )

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

Amortization of debt discount - interest expense

Allowance for uncollectible accounts

Loss on settlement of convertible debt

Gain on sale of property and equipment

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses and deposits

Accounts payable

Accounts payable, related party

Accrued compensation to officer

Accrued expenses

Accrued expenses, related party

Dividiends payable, related party

Right-to-use asset and obligation

Net cash used in operating activities

Cash flows from Investing Activities:

Purchase of property and equipment

Payment of deposits on equipment

Cash released from escrow

Net cash used in investing activities

Cash flows from Financing Activities:

Proceeds from advances from related parties

Proceeds from notes payable released from escrow

Proceeds from the issuance of convertible debt

Repayment of convertible debt

Repayment of vehicle installment notes payable

Net cash provided by financing activities

Net increase (decrease) in cash and restricted cash

Cash and restricted cash at beginning of year

Cash and restricted cash at end of year

Supplemental Disclosure of Cash Flow Information:

Interest paid

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Note payable extension fee added to principal

Issuance of common stock upon conversion of convertible debt

Right-of-use asset and operating lease liability

on sale of vehicles

of payroll protection loan

of discontinued operations

in operating assets and liabilities:

expenses and deposits

payable, related party

compensation to officer

expenses, related party

in current assets held for disposal

asset and obligation

cash used in operating activities

( 1,514,034 )

flows from Investing Activities:

form sale of vehicles

of property and equipment (discontinued operations)

of deposits on equipment (discontinued operations)

cash used in investing activities

flows from Financing Activities:

from payroll protection loan

from the issuance of convertible debt

cash provided by financing activities

decrease in cash and restricted cash

( 1,666,041 )

and restricted cash at beginning of period

and restricted cash at end of period

Disclosure of Cash Flow Information:

Disclosure of Non-Cash Investing and Financing Activities:

payable extension fee added to principal

of common stock upon conversion of convertible

debt and accrued interest

asset and operating lease liability

PACIFIC HOLDING CORP

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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

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The acquisition was accounted for

as a reverse merger (“Reverse Merger”), resulting in the Company being considered the accounting acquirer.

Accordingly, the

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

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.

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 operates our electrical contracting work.

and general construction.

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

Bella Electric,

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

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

including installation and monitoring.

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

operations in the New Jersey and Pennsylvania areas.

Currently the Company is exploring migrating National Mechanical Group Corp from

plumbing operations to partnering on a Solar Farm project in Durango Mexico in which it will partner with Soluciones De Energia Diversificada

Internacional, S.A.P.I.

(“SEDI”), a subsidiary of Blissful Holdings, LLC.

The partnership has identified, received preliminary

terms, and is proceeding with due diligence including a site visit in December with a project funding source/partner in support of its

partnership with SEDI to build and develop the Durango Mexico Solar Farm Project.

The proposed project funding would be for up to $80

million in capital to build a 40 plus megawatt solar farm in which NMG and SEDI would own a thirty percent equity interest in the completed

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

state specific operations in unique advertising through solar bus stops, solar trashcans and “street kiosks.”

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

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

for potential waste to energy projects.

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

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

was created 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 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.

The Company provides general, electrical,

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

energy market reach.

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

we are in the process of developing and building, with partners, a Waste to Energy plant in the state of Rhode Island.

Given the Company’s

financial development stage position we are exploring partnerships that allow the Company to develop additional green energy projects

such as solar farms and or other green projects that can utilize the Company’s expertise by partnering with others and using creative

financing arrangements and other participation rights agreements to augment the Company’s negative working capital.

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, the Company’s 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.

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.

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

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All significant intercompany balances and transactions have been eliminated.

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

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

Equivalents and Cash Held in Escrow

accordance with ASC 205-20 Presentation of Financial Statements:

Discontinued Operations , a disposal of a component of an entity

or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift

that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meets the

criteria in paragraph 205-20-45-10.

In the period in which the component meets held-for-sale or discontinued operations criteria the

major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and

liabilities separate from those balances of the continuing operations.

At the same time, the results of all discontinued operations,

less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing

Company disposed of a component of its business pursuant to a Net Profit Participation Agreement dated May 28, 2021, resulting in the

Company no longer controlling the subsidiary, which met the definition of a discontinued operation.

Accordingly, the operating results

of the business disposed are reported as income (loss) from discontinued operations in the accompanying consolidated statements of operations

for the years ended December 31, 2021, and 2020, and its assets and liabilities are categorized as held for disposal on the condensed

consolidated balance sheet as of December 31, 2020.

The following summarize assets and liabilities held for disposal on the accompanying

condensed consolidated balance sheets and statements of operations:

SCHEDULE OF DISPOSAL OF DISCONTINUED OPERATIONS

amounts of current assets held or disposal:

held in escrow

current assets held for disposal

non-current assets held or disposal:

and Equipment, Net

and Other Assets

non-current assets held for disposal

amounts of current liabilities held or disposal:

payable and accrued expenses

current liabilities held for disposal

non-current liabilities held or disposal:

non-current liabilities held for disposal

Years Ended December

$ ( 483,213 )

$ ( 875,348 )

and other expenses

on deconsolidation

Income (loss) from discontinued operations

$ ( 1,612,229 )

Cash Equivalents and Cash Held in Escrow

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

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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.AS of December 31, 2020 and 2019, restricted cash consists of $77,208 and $1,161,388, respectively,

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

balances against for the development of its Medical Waste to Energy project in Rhode Island.

Any and all withdrawals are strictly controlled

by the lending institution and use of proceeds must be approved prior to release of funds.

As of December 31, 2019, the Company also

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

At December 31, 2021, none of the Company’s cash balances

were in excess of federally insured limits.

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

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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 Company’s allowance for doubtful accounts totaled

$ 0 as of December 31, 2021 and 2020.

Contingencies

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value of financial instruments

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

short-term nature.

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

and equipment

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

Interest costs incurred that are directly related to the construction

of long term assets are capitalized during the construction period.

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

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

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

is included in property plant and equipment.

of long-lived assets

5 unchanged sentences

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.

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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.

February 2016, the FASB issued ASU No.

2016-02 (Topic 842).

Topic 842 amends several aspects of lease accounting, including requiring

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

value of the lease payments.

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

“Codification Improvements to Topic 842, Leases”

and ASU 2018-11 “Leases (Topic 842):

Targeted Improvements.”

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

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

A modified retrospective

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

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 accounts for leases in accordance with FASB Topic 842 which prescribes the accounting for 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.

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

The Company has operating leases for warehouses and

The Company had 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.

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

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

borrowing rate as the effective date of January 1, 2019 using current estimates as to lease term including estimated renewals for each

operating lease.

As of January 1, 2019, the Company recorded an adjustment of approximately $1,339,000 to operating lease right-of-use

assets (“ROU”) and the related lease liability (Note 7).

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

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

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

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

During the years ended December 31,

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

As of December 31, 2020

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

The Company is currently expected to commence

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

regulatory approval and permanent financing.

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

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

The adoption of Topic 842

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

Company had no leases subject to ASC 842 as of December 31, 2021.

Right-of use assets and liabilities for the Company’s operating

leases are presented in discontinued operations for the year ended December 31, 2020.

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

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

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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.

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Quantitative disclosures on the disaggregation of revenue are as follows:

Outdoor Advertising Shelter Revenues

Contracting Service Revenues

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

ASC 260, “Earnings Per Share”

(“EPS”), the Company provides for the calculation of basic and diluted earnings

SCHEDULE OF DISAGGREGATION OF REVENUES

Advertising Shelter Revenues

Service Revenues

costs are expensed in the period incurred and totaled $ 36,455

for the years ended December 31, 2021 and 2020,

respectively.

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

Basic EPS includes no dilution and is computed by dividing income or loss available to common shareholders by the weighted

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in the earnings or losses of the entity.

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

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

For the years ended December 31, 2020 and

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

Convertible Debt

Convertible Debt Subject to Forbearance

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 potential

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

SCHEDULE OF ANTI-DILUTIVE EARNINGS PER SHARE

Debt Subject to Forbearance

1,134,602,500

1,447,747,273

the year ended December 31, 2021, warrants to acquire 1,000,000 shares of common stock have been excluded from the calculation of diluted

loss per share because their impact was anti-dilutive.

The following summarizes the calculation of diluted earnings per share for the

year ended December 31, 2021:

SUMMARY OF DILUTED INCOME AND WEIGHTED AVERAGE SHARES OUTSTANDING

Average Shares Outstanding

1,116,837,697

Net Income Per Share

Accounting Pronouncements

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of liabilities in the normal course of business.

For the years ended December 31, 2020 and 2019, the Company incurred losses from operations

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

The Company had a working capital deficit of $ 2,948,908 as of December 31, 2021.

These circumstances raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s

ability to continue as a going concern is dependent on its ability to raise the additional capital to meet short and long-term operating

requirements.

Management is continuing to pursue external financing alternatives to improve the Company’s working capital position

however additional financing may not be available upon acceptable terms, or at all.

If the Company is unable to obtain the necessary

capital, the Company may have to cease operations.

circumstances raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to

continue as a going concern is dependent on its ability to raise the additional capital to meet short and long-term operating requirements.

Management is continuing to pursue external financing alternatives to improve the Company’s working capital position however additional

financing may not be available upon acceptable terms, or at all.

If the Company is unable to obtain the necessary capital, the Company

may have to cease operations.

4 – PROPERTY AND EQUIPMENT, NET

and equipment consisted of the following as of December 31, 2021 and 2020:

Furniture and equipment

Leasehold Improvements

SCHEDULE OF PROPERTY AND EQUIPMENT, NET

and equipment

Accumulated Depreciation

Property and equipment, net

and equipment, net

expenses totaled $ 20,430 and $ 27,650 for the years ended December 31, 2021 and 2020, respectively.

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

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

discount as of December 31, 2020 and 2019.

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

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

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

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

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

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

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

presentation.

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

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

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

and the following assumptions:

volatility –

261.8% to 268.7%;

expected term –

dividend rate –

free rate –

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

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

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

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

expense through the maturity of the notes.

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

extend the “Prepayment Termination Date”

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

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

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

During the years ended December

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

As of December 31, 2018, the notes are carried

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

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

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

During the year

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

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

No amounts were outstanding as of December 31, 2020.

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

The note accrues interest

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

stock of MedRecycler-RI, Inc.

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

securing permanent financing for its Waste energy project and

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

until 1/29/2022.

During the year ended December 31, 2021, the holders elected

to convert principal of $ 100,000 and interest of $ 55,209 into 7,626,978 shares of common stock.

The notes are carried at $ 98,425 , and

$ 196,850 , respectively, with no remaining unamortized discount as of December 31, 2021 and 2020.

notes payable, related party

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

to the Company’s contract with Rhode Island.

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

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As of December 31, 2021 and

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

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

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

Currently, MedRecycler-RI, Inc.

has entered into an Indenture of Trust in the

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

The proceeds from the indenture are held in

escrow to be used to (i) to provide for the financing of certain waste to energy facility and related improvements (the “Improvements”);

(ii) to provide for the financing or refinancing of certain equipment to be used in connection with the Improvements (the “Equipment”

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

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

to pay certain costs incurred in connection with the Project.

The principal balance of the indenture accrues interest at an annual rate

of 12%, payable semi-annually, and matures on January 29, 2020.

The Company incurred debt issuance costs of $271,375, which were recorded

as a discount against the indenture to be amortized into interest expense through the maturity of the indenture.

On October 9, 2019,

the Company entered into the First Amended Indenture of Trust (the “Amended Indenture”), with UMB Bank, N.A., a national

banking association (“UMB”) increasing the principal under the original Indenture of Trust by two million seven hundred thousand

dollars ($2,700,00.00).

As a result, MedRecycler-RI, Inc.

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

($8,725,000).

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

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

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

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

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

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

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

As consideration for the

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

new maturity date.

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

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

of $ 33,466 and $21,561.

2020, the balance of the debt to related party was $ 163,936 .

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

4 unchanged sentences

The note is currently in default.

maturities of the Company’s debt are as follows:

Years Ending December 31,

Total future maturities

Carrying Value at December 31,2020

STOCKHOLDERS’

6 – STOCKHOLDERS’ DEFICIT

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

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

date of issuance (the “Commencement Date”).

Dividend payments shall be payable as follows:

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

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

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

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balance sheets.

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

interest and conversion fees totaling $331,080.

the year ended December 31, 2020, holders of warrants to acquire 246,862,272 shares of common stock elected to exercise the warrants

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

the year ended December 31, 2020, holders of warrants to acquire 246,862,272 shares of common stock elected to exercise the warrants

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

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

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

Pursuant to the terms of the warrants, the number

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

On the date of each adjustment,

the Company estimated the incremental fair value of the warrants resulting from these adjustments using a Black-Scholes option pricing

model and recorded a deemed dividend of $504,240 for the year ended December 31, 2019.

The significant assumptions used in the Black

Scholes calculations were as follows:

risk free rate –

2.4%, volatility –

230% to 265%, expected term –

to 1.06 years.

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

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

the year ended December 31, 2021, the holders of convertible debt elected to convert principal of $ 100,000 and interest of $ 55,209 into

7,626,978 shares of common stock.

the year ended December 31, 2020, holders of warrants to acquire 246,862,272 shares of common stock elected to exercise the warrants

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following summarizes warrant activity for the years ended December 31, 2021 and 2020:

Weighted Average

Exercise Price

Weighted Average

Remaining Life

Outstanding at January 1, 2019

Ratchet adjustments

(129,909,530 )

Outstanding at December 31, 2019

SUMMARY OF WARRANT ACTIVITY

Average Exercise Price

Average Remaining Life

at December 31, 2019

( 117,108,206 )

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Outstanding at December

following summarizes warrant information as of December 31, 2021:

Exercise Price

Expiration Date

August 24, 2021

October 27,2027

SUMMARY OF WARRANT INFORMATION

7 - COMMITMENTS AND CONTINGENCIES

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shares of series A preferred stock and 1,250,000 shares of common stock to its chief executive officer in settlement of $ 107,307 of accrued

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

recorded the related expenses in ‘general and administrative’

on the accompanying consolidated statements of operations.

At December 31, 2021 and 2020, the Company had accrued compensation of $ 1,091,631 and $ 929,797 , respectively, and recorded the

related expenses in ‘general and administrative’ on the accompanying consolidated statements of operations.

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

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The Lease was subsequently terminated early in June of 2020.

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

MedRecycler operations.

The lease has a term of 123 months commencing on March 1, 2019, requiring annual rental payments totaling $144,501

for the first year, increasing annually to $258,930 in the final year.

The lease also requires the Company to pay a portion of the building’s

common area maintenance.

The Company recorded a right-to-use asset and corresponding obligation equal to the present value of the required

lease payments using a discount rate of 12% based on the Company’s incremental borrowing rate.

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

lease payments as of December 31, 2020.

Years Ending December 31,

Total minimum lease payments

Amount representing interest

Present value of minimum lease payments

the years ended December 31, 2020 and 2019, lease expense was $332,803 and $307,561, respectively inclusive of short-term

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

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

Operating lease right-of use asset

Lease liability –

current portion

Lease liability –

long-term portion

Total operating lease liabilities

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

the year ended December 31, 2021, two customers accounted for 13 % and 10 %,

respectively, of the Company’s revenues.

December 31, 2021, accounts receivable from these customers totaled $ 30,555 and $ 15,800 ,

respectively.

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

As of December

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

For the year ended December 31,

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

Participation Agreement

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

partnership agreement with its medical waste to energy equipment manufacturer.

The manufacturer will contribute approximately $ 3.1 million

in Hydrochloric acid (“HCL”) refining equipment that will allow elements of the MedRcycler medical waste residuals to be

processed into HCL for sale.

The partnership agreement provides for the contribution of the processing equipment in return for a twenty

percent (“20%”) gross profit participation right from the processing and sale of the HCL.

percent (“ 20 %”) gross profit participation right from the processing and sale of the HCL.

MedRecycler will contribute and

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as part of the agreement.

The asset contribution and profit participation partnership agreement are contingent upon the closing of MedRecycler’s

permanent financing to fund the MedRecycler facility in West Warrick, RI.

Given that legislation has been approved in Rhode Island that

has made the projected unlawful, the PPA and the project has ceased and the PPA will be otherwise terminated.

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

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in lost wages.

The matter is currently pending in Superior Court.

Company was served by shareholders James J.

and Justin Derkack requesting that the Company reverse the underlying transactions

related to the MedRecycler-RI, Inc.

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

The matter was settled.

The matter has been settled.

August 3, 2021, MedRecycler-RI, Inc.

received a demand letter related to moneys owed for the property leased in West Warwick, Rhode Island.

The Company is a guarantor to the lease and the lease has since been terminated with all guarantees released.

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

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

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

made aware of any pending or threatened regulatory audits.

the Company besides the legal the legal matter discussed above is not involved in any other pending or threatened material litigation

or other material legal proceedings, nor have we been made aware of any pending or threatened regulatory audits.

8 - RELATED PARTY TRANSACTIONS

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from Related Parties noted in Note 5, totaled $ 615,432 and $ 614,654 as of December 31, 2021 and 2020, respectively.

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

respectively.

Included in accounts

payable related parties as of December 31, 2021 and 2020, are expenses incurred with these affiliates totaling $ 76,512 and $ 91,540 , respectively.

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

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until December 31, 2022 .

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

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

Campanella agreed that

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

LLC, and certain properties held by Mr.

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

As consideration for

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

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

In addition, MedRecycler-RI, Inc.

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

to oversee, negotiate

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

As neither party has received compensation for

their services for the Company or MedRecycler-RI, Inc.

since August of 2018 thru January of 2019, the Board of Directors, in January

2019, deemed it fair consideration to issue Marmac Corporate Advisors, LLC and Eilers Law Group, P.A.

8,000 and 2,000 shares of MedRecycler-RI,

Inc., respectively.

As a result, the Company shall maintain 51% of the ownership of MedRecycler-RI, Inc.

through its MedRecycler, LLC

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

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

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

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

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

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

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

pursuant to the Indenture.

order to secure the financing described herein, Mr.

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

agreed to pledge, upon funding, 100% of their ownership in MedRecycler-RI, Inc.

as well as Mr.

Campanella’s assignment of his pledge

from the Company of 100% of the membership interests of MedRecycler, LLC.

As a result, 100% of MedRecycler-RI, Inc.

will be pledged,

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

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

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

common stock of the Company.

9 – INCOME TAXES

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

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

Federal statutory tax rate and the Company’s effective

tax rate for financial statement purposes for the years ended December 31, 2021 and 2020:

SCHEDULE OF EFFECTIVE FEDERAL TAX RATES RECONCILIATION

Federal Statutory Tax Rate

Permanent items

Change in future tax rates

Change in valuation allowance

in future tax rates

in valuation allowance

tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2021 and 2020 are summarized

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

operating loss carry-forwards

deferred tax assets

Net operating loss carry-forwards

Accrued expenses

Total deferred tax assets

Valuation allowance

Total deferred tax assets and liabilities, net

of December 31, 2020, the Company has available net operating loss carry forwards of approximately $8.0 million which begin to

expire in 2036.

( 2,392,000 )

( 2,352,000 )

deferred tax assets and liabilities, net

of December 31, 2021, the Company has available net operating loss carry forwards of approximately $ 8.0 million which begin to expire

Company assesses the recoverability of its net operating loss carry forwards and other deferred tax assets and records a valuation allowance

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

recognition criteria.

to the extent recoverability does not satisfy the “more likely than not” recognition criteria.

The Company continues to maintain

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As of December 31, 2021 the Company

had a valuation allowance totaling $2,352,000 against its deferred tax assets due to insufficient positive evidence, primarily

consisting of losses within the taxing jurisdictions that have tax attributes and deferred tax assets.

had a valuation allowance totaling $ 2,392,000 against its deferred tax assets due to insufficient positive evidence, primarily consisting

of losses within the taxing jurisdictions that have tax attributes and deferred tax assets.

10 – SEGMENT INFORMATION

in 2019, the Company operates in three segments:

2020, the Company operated in three segments:

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

Summary information by segment is as follows:

During 2021, the Company only operated in one segment, outdoor advertising.

Summary information by segment for the year ended December

31, 2020 is as follows:

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

Escrowed Cash

Accounts receivable

Current Assets

Property Plant and Equipment

Right-of-Use Asset

Deposits and Other

Accounts Payable and Accrued Expenses

Related Party Advances

Notes Payable

Convertible Debt

Right-of-Use Obligation

Total Liabilities

Net Stockholders' Deficit

$ (2,659,580 )

$ (3,160,181 )

SUMMARY OF BALANCE SHEET INFORMATION AND OPERATION BY SEGMENT

Current assets held for disposal

Plant and Equipment

Non-current assets held for disposal

Payable and Accrued Expenses

Party Advances

Current liabilities held for sale

Stockholders’ Deficit

$ ( 2,730,204 )

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

Contstruction

Escrowed Cash

Prepaid Interest

Accounts receivable

Current Assets

Property Plant and Equipment

Righ of Use Asset

Deposits and Other

Accounts Payable and Accrued Expenses

Related Party Advances

Notes Payable

Convertible Debt

Right of Use Obligation

Total Liabilities

Net Stockholders' Deficit

$ ( 187,822 )

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

Contstruction

Cost of Sales

Operating Expenses

Operating Loss

Other Expense

Loss from discontinued operations

( 1,612,229 )

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

Contstruction

Cost of Sales

Operating Expenses

Operating Loss

Other Expense

$ ( 489,066 )

$ ( 1,612,229 )

SUBSEQUENT EVENTS

January 29, 2021, MedRecycler-RI, Inc., entered into an amendment to the Indenture of Trust with UMB Bank, extending the term of the

two (2) bond’s representing bridge financing for the Rhode Island medical waste to energy project for a period of up to one year

from the date of signing.

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

at twelve (12%) per annum.

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

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

The bonds are intended

to be paid and extinguished from proceeds from permanent financing.

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

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

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

such corporate action effective immediately.

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

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

$ ( 1,865,420 )

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

What changed 10-K

Item 9A. Controls and Procedures