What changed in this filing

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Item 7. Management’s Discussion and Analysis

2023-04-18 compared with 2022-04-15 · 111 added, 147 removed, 198 unchanged (57% of the section changed)

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

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

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

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

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Our actual results may differ materially.

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

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

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

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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.

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.

We are currently in discussions with a nationally known

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

as a result of the company’s insufficient working capital and as an option to allow for the expansion of our technologies and or

contracts by working with other parties that can bring management expertise and or other resources that may allow us to further optimize

our growth strategies

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.

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

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

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

Originally designed for application in the solar bus shelters

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

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

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

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

Over its history and to augment the Company’s

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

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

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.

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 New Jersey and Florida.

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

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

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

While the Company has never been adequately funded from inception, the Company has attempted to use debt, equity, and other opportunistic

in-kind compensation to further the Company’s strategic vision.

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

The Company’s

continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations,

which it has not been able to accomplish to date, and/or obtain additional financing from its stockholders and/or other third parties.

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 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

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

of estimates in the preparation of financial statements

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

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

of estimates in the preparation of consolidated financial statements

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

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

Actual results could differ

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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.

on the accompanying consolidated balance sheets and statements of operations.

and cash equivalents

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

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

maturities of three months or less when purchased.

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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 as of December 31, 2021 and 2020.

The Company determined that an allowance for doubtful accounts was not necessary as of December 31, 2022 and 2021.

February 2016, the FASB issued ASU No.

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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.

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

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

A modified retrospective application

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

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

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value of financial instruments

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

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

value due to their short-term nature.

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

The Company’s long-term debt approximates fair value given the instruments bear market rates of interest.

and equipment

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not identified any such impairment losses.

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

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

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

book and tax purposes during the year.

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.

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

tax purposes during the year.

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

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than not” that the related tax benefits will not be realized.

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

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

May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

Company recognizes revenue when or as it satisfies a performance obligation by transferring a promised good or service to a customer

in accordance with Topic 606.

Revenue from the sale of advertising space on displays from the Company’s Outdoor Advertising Shelter

Revenues is generally recognized ratably over the term of the contract as the advertisement is displayed.

Company recognizes revenue in amounts that reflect the consideration it expects to receive in exchange for transferring goods or services

to customers, excluding sales taxes and other similar taxes collected on behalf of governmental authorities (the “transaction price”).

When this consideration includes a variable amount, the Company estimates the amount of consideration it expects to receive and only

recognizes revenue to the extent that it is probable it will not be reversed in a future reporting period.

Because the transfer of promised

goods and services to the customer is generally within a year of scheduled payment from the customer, the Company is not typically required

to consider the effects of the time value of money when determining the transaction price.

Advertising revenue is reported net of agency

order to appropriately identify the unit of accounting for revenue recognition, the Company determines which promised goods and services

in a contract with a customer are distinct and are therefore separate performance obligations.

If a promised good or service does not

meet the criteria to be considered distinct, it is combined with other promised goods or services until a distinct bundle of goods or

services exists.

revenue arrangements that contain multiple distinct goods or services, the Company allocates the transaction price to these performance

obligations in proportion to their relative standalone selling prices.

The Company has concluded that the contractual prices for the

promised goods and services in its standard contracts generally approximate management’s best estimate of standalone selling price

as the rates reflect various factors such as the size and characteristics of the target audience, market location and size, and recent

market selling prices.

However, where the Company provides customers with free or discounted services as part of contract negotiations,

management uses judgment to determine how much of the transaction price to allocate to these performance obligations.

Company receives payments from customers based on billing schedules that are established in its contracts, and deferred revenue is recorded

when payment is received from a customer before the Company has satisfied the performance obligation or a non-cancelable contract has

been billed in advance in accordance with the Company’s normal billing terms.

All of the Company’s revenue for the years ended December 31, 2022 and 2021, 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.

May 2014, the FASB issued Accounting Standards Update (“ASU”) No.

2014-09, Revenue from Contracts

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

Effective January

1, 2018, the Company adopted ASU No.

January 1, 2018, the Company adopted ASU No.

2014-09 using the modified retrospective method.

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Quantitative disclosures on the disaggregation of revenue are as follows:

Advertising Shelter Revenues

Service Revenues

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

average number of common shares outstanding for the period.

Diluted EPS reflects the potential dilution of securities that could share

in the earnings or losses of the entity.

For the year ended December 31, 2020, basic and diluted loss per share are the same as the calculation

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

Outdoor Advertising Shelter Revenues

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

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

of common shares outstanding for the period.

Diluted EPS reflects the potential dilution of securities that could share in the earnings

or losses of the entity.

For the year ended December 31, 2022, basic and diluted loss per share are the same as the calculation of diluted

per share amounts would result in an anti-dilutive calculation.

The following summarizes the calculation of diluted income per share

for the year ended December 31, 2021:

The following summarizes

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

Average Shares Outstanding

Weighted Average Shares Outstanding

Convertible Debt

1,116,837,697

Net Income Per Share

Diluted Net Income Per Share

of Operations for the Year Ended December 31, 2022 as Compared to the Year Ended December 31, 2021

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

the year ended December 31, 2022, revenues decreased $112,020, from $377,593 for the year ended December 31, 2021 to $265,573 in 2022,

as a result of more advertising revenues and less general contracting services as the Company migrates away from general contracting

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that derive income from advertising sources.

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

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

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

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

Depending upon the timing of installation

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

from this green energy offering.

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

part of an income sharing arrangement with an investment group.

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

process of deploying the bus shelters into the marketplace.

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

the specific details related to those bus shelters.

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

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

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

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

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

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

the State of New Jersey, along with others.

Depending upon the timing of installation and advertising revenue generated per shelter and

or other advertising-based product, the Company’s Revenue may increase materially from this green energy offering.

the year ended December 31, 2022, cost of revenues decreased by $10,401, from $27,044 for the year ended December 31, 2021 to $16,643

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

in 2022, as a result of less general contracting services revenues.

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

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

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

$441,311 in 2021.

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

as a result of payroll protection loan forgiveness.

the year ended December 31, 2022, operating expenses increased by $95,248, from $441,311 for the year ended December 31, 2021 to $536,559

in need to disclose the reason for the increase - professional fees increased $33,083 and general and administrative increased $63,284.

Income (Expenses)

the year ended December 31, 2022, other income (expenses) decreased by $42,865 from total other expense of $33,846 for the year ended

December 31, 2021 to $9,019 total other income for the year ended December 31, 2022.

Loss from Continuing Operations

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

December 31, 2021 and 2020, respectively.

a result of the above, the Company incurred Net (Loss) Income from Continuing Operations of $(278,610) and $696,113 for the years ended December

31, 2022 and 2021, respectively.

and Capital Resources

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

the year ended December 31, 2022, net cash used in operations was $17,925 driven primarily by net loss offset by decreases in accounts

receivable and increases in accrued compensation to officers.

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

and $272,304 of cash deconsolidated.

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

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

Flows from Investing Activities

the year ended December 31, 2022, cash provided by investing activities was approximately $96,000, from the sale of property.

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

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

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

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

Flows from Financing Activities

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

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

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

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

were no financing activities for the year ended December 31, 2022.

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

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

What changed 10-K

Item 7. Management’s Discussion and Analysis