What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-04-18 compared with 2022-04-15 · 56 added, 91 removed, 128 unchanged (53% of the section changed)

6 unchanged sentences

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.

Accordingly, the accompanying consolidated financial

statements included the accounts of EXOlifestyle, Inc.

since August 24, 2017.

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

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

of solar panels and other leading-edge technologies, the Company is focused on building a “Next

Generation” green energy company.

8 unchanged sentences

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

the Company has five (5) subsidiary holdings.

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

and general construction.

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

Bella Electric,

LLC is a Pennsylvania limited liability company.

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

Electric, LLC and Sun Pacific Security Corp.

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

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

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

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

owned subsidiary duly formed in the state of Nevada.

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

to energy projects.

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

a Rhode Island Corporation

for a profit participation agreement with MedRecycler RI, Inc.

MedRecycler RI, Inc.

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.

the Company has four (4) subsidiary holdings.

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

other renewable energy projects., The Company also formed National Mechanical Group Corp, a New Jersey corporation focused on holding

the Company’s patents.

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.”

The Company also formed Elba Power Corp, an Alabama Corp for the development of a Solar Assembly company.

Elba Power Corp has entered

into a property purchase contract for approximately $3 million, pending financing, and has obtained the approval for an inducement resolution

for $50 million dollars from the State of Alabama, along with a 100% tax abatement on sales and use tax in support of the development

of a solar assembly plant.

Elba Power Corp is currently working with potential funders in support of the capitalization and development

of the project.

Pacific Power Corp.

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

has entered into an agreement with FoxEss, 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”)

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

for Sun Pacific Solar Panels and associated products.

Sun Pacific Power Corp has also commenced in April 2023, a sales, marketing, and

affiliate program to market and install residential solar panels in various markets within the United States.

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, 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.

with contracts in place in New Jersey and Florida.

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

5 unchanged sentences

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

into 2022, given limit capital resources at this time.

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

Over its history and to augment the Company’s

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

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

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.

objective is to grow our business 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 green energy expertise in conjunction with our intellectual property and subject

matter expertise that may allow us to grow a group of business lines in solar and other unique energy related areas.

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

5 unchanged sentences

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

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

of the Rhode Island Project and securing operational capital.

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

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

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

securing operational capital.

While the Company has never been adequately funded from inception, the Company has attempted to use debt,

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

Company has an accumulated deficit of approximately $8.0 million and a working capital deficit of approximately $3.1 million as of December

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

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

other third parties.

to meet its obligations 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

5 unchanged sentences

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

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

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

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

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

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

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

and key management personnel with domain expertise.

the solar and advertising shelter marketplace it is made up of a smaller amount of direct competitors including JC Decaux, Lamar, Clear

Chanel, Signal Outdoor, and various others.

We believe the Shelter marketplace and the new areas in other green energy marketplace may

be subject to more technological change.

Given this we believe that the major competitive factors in our marketplace are distinctive

technical competencies, governmental certifications and approvals to operate within this space, successful past contract performance,

price of services, reputation for quality, and key management personnel with domain expertise.

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

14 unchanged sentences

and waste to energy business.

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

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

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

Due to the nature of our business

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

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

In future periods, we will continue to focus on diversifying

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

reach beyond our limited reach.

client base is presently made up predominately of U.S.

based national advertisers.

Historically, we have derived, and may continue to

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

Due to the nature of

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

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

In future periods, we will continue to focus

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

our customer reach.

intellectual property rights are important to our business.

22 unchanged sentences

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

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

limitations continues this development in 2022.

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

business is not seasonal.

7 unchanged sentences

operating results from quarter to quarter.

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

We periodically engage additional consultants and employ temporary

or full-time employees as needed.

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

and full-time employment.

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

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

of December 31, 2022, we had 2 full-time employees.

We periodically engage additional consultants and employ temporary or full-time employees

Potential employees possessing the unique qualifications required are readily available for both part-time and full-time employment.

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

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

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

30 unchanged sentences

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

we operate in a virtual setting and have no direct costs related to office space.

We believe we will obtain additional facilities required

to accommodate projected needs without difficulty and at commercially reasonable prices.

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

What changed 10-K

Item 1. Business