What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-04-18 compared with 2022-04-15 · 417 added, 444 removed, 497 unchanged (63% of the section changed)

86 unchanged sentences

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

in 2007, where he remains today.

Randazzo’s experience brings

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Executive Compensation

and Principal Position

Incentive Plan Compensation Earnings

Qualified Deferred Compensation Earnings

Other Compensation(1)

Name and Principal Position

Option Awards

Non-Equity Incentive Plan Compensation Earnings

Non- Qualified Deferred Compensation Earnings

All Other Compensation(1)

Nicholas Campanella

In 2022 and 2021, Mr.

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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.

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

Number of Shares of Common Stock

Percentage of Common Stock (1)

Officers & Directors

Nicholas Campanella

Chairman of the Board.

CEO, & Director

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.

33,897,166 (2)

Vincent Randazzo

Total Owned by all Officers and Directors

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 17, 2023.

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

As a result, Mr.

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.

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.

shares held by family members.

Certain Relationships and Related Transactions and Director Independence

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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.

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.

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

April 1, 2023, the Company’s wholly owned subsidiary, Sun Pacific Power Corp.

entered into a joint venture agreement with CAC Realty,

LLC, an entity wholly owned by Nicholas Campanella, our sole director and chief executive officer.

The joint venture provides that Mr.

Campanella will

provide the working capital to operate Sun Pacific Power Corp.’s solar sales operations for a period of up to 4 months.

CAC Realty, LLC will receive a 12 month, 5% promissory note for all moneys paid to the joint venture and 30% of gross profits earned by Sun

Pacific Power Corp.

the fiscal year ended December 30, 2022, please refer to Note 8 of the financial statements for details related to related party transactions.

Principal Accountant Fees and Services.

independent public accounting firm is Turner Stone & Company, L.L.P.

Dallas, Texas, PCAOB Auditor ID 76.

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

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

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

total fees charged by Turner, Stone & Company, L.L.P.

in 2022 and 2021 aggregated $42,200 and $33,280, respectively, which includes

fees for the 2021 and 2020 audited financial statements and review of the quarterly financial statements.

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8-K February 11, 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.

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

Form 10-K on April, 4, 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.

XBRL Instance

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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

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021

Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2022 and 2021

Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021

Notes to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

the Board of Directors and Stockholders Sun Pacific Holding Corp.

the Board of Directors and Stockholders

Pacific Holding Corp.

and Subsidiaries

on the Financial Statements

on the Consolidated Financial Statements

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

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

as of December 31, 2021 and 2020, and the results of its consolidated operations and its cash flows for the years then ended in conformity

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

Paragraph – Going Concern

and Subsidiaries (the “Company”) as

of December 31, 2022 and 2021, and the related consolidated statements of operations, stockholders’ deficit and cash flows for

each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated

financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated

financial position of the Company as of December 31, 2022 and 2021, and the consolidated results of its operations and its cash flows

for each of the two years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United

States of America.

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

in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations since inception and has

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

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

The consolidated financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

in Note 3 of the notes to consolidated financial statements, the Company has suffered recurring losses from operations since inception

and has 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.

The consolidated financial statements do not include

any adjustments that 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.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

on these 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

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

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We believe that our audits provide a reasonable basis for our opinion.

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

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

have served as the Company’s auditor since 2017.

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BALANCE SHEETS

and cash equivalents

assets held for disposal

Current Assets:

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

Cash and cash equivalents

Accounts receivable, net

Total current assets

Property and equipment, net

Deposits and other assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:

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:

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

Total current liabilities

Long Term Liabilities

Notes payable, net of current portion

Total liabilities

Commitments and contingencies (see Note 7)

Stockholders’ Deficit:

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

Series A preferred stock:

12,000,000 shares designated;

12,000,000 shares

issued and outstanding

B preferred stock:

12,000,000 shares issued and outstanding

Series B preferred stock:

1,000,000 shares designated;

- 0 - shares issued

and outstanding, respectively

C preferred stock:

- 0 - shares issued and outstanding

Series C preferred stock:

500,000 shares designated;

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

- 0 - shares issued and outstanding

Preferred stock value

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

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

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 )

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

974,953,335 shares issued and outstanding

Common stock $0.0001

par value, 1,000,000,000

shares authorized;

974,953,335 shares issued and outstanding

Additional paid in capital

Accumulated deficit

( 8,043,028 )

Non-controlling

interest in subsidiary

( 7,764,418 )

stockholders’ deficit

Total stockholders’ deficit

( 3,096,558 )

( 2,817,948 )

liabilities and stockholders’ deficit

Total liabilities and stockholders’ deficit

PACIFIC HOLDING CORP

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Cost of revenues

and compensation

and administrative

Operating Expenses:

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 )

income (loss)

Wages and compensation

Professional fees

General and administrative

Total operating expenses

Loss from continuing operations

Other Expenses:

Loan forgiveness

Interest expense

Total other income (expense), net

Net loss from continuing operations before income tax benefit

Income tax benefit - continuing operations

Net (loss) income from continuing operations

Income from discontinued operations before taxes

Income tax expense - discontinued operations

Income from discontinued operations

Net (loss) income

$ ( 278,610 )

loss (income) attributable to non-controlling interest

Net income attributable to non-controlling interest

Net (loss) income attributable to common stockholders

$ ( 278,610 )

income (loss) attributable to common stockholders

Net (Loss) Income Per Common Share - Basic

Weighted Average Shares Outstanding - Basic

Net (Loss) Income Per Common Share - Diluted

Weighted Average Shares Outstanding - Diluted

1,116,837,697

Loss Per Common Share - Basic

Weighted Average

Shares Outstanding - Basic

PACIFIC HOLDING CORP

STATEMENT OF STOCKHOLDERS’ DEFICIT

STATEMENTS OF STOCKHOLDERS’ DEFICIT

THE YEARS ENDED DECEMBER 31, 2022 and 2021

at December 31, 2019

$ ( 8,342,437 )

$ ( 590,986 )

$ ( 4,142,163 )

of common stock upon cashless exercise of warrants

( 1,075,428 )

at December 31, 2020 (restated)

$ ( 9,352,390 )

Balances at December

$ ( 1,380,978 )

$ ( 5,942,107 )

of previously subscribed common stock

of convertible debt

exercise of common stock warrants

at December 31, 2021 (restated)

$ ( 7,764,418 )

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$ ( 2,817,948 )

of Previously subscribed common stock

of convertible debt

exercise of common stock warrants

at December 31, 2022

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THE YEARS ENDED DECEMBER 31, 2022 and 2021

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 )

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

Cash flows from Operating Activities:

Net (loss) income

$ ( 278,610 )

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

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Gain on sale of property

Gain on deconsolidation

( 3,861,861 )

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

Loan forgiveness

Effect of discontinue operations on cash

Changes in operating assets and liabilities:

Decrease (increase) in accounts receivable

Increase in deposits and other assets

Increase (decrease) in accounts payable

Decrease in accounts payable, related party

Increase in accrued compensation to officer

Increase in accrued expenses

Increase in accrued expenses and advances, related parties

Net cash used in operating activities

Cash flows from Investing Activities

Proceeds from sale of property

Net cash provided by investing activities

Cash flows from Financing Activities:

Proceeds from payroll protection loan

Proceeds from the issuance of convertible debt

Net cash provided by financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents 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 and accrued

PACIFIC HOLDING CORP

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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.

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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.

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.

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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, 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

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

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 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 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 New Jersey and Florida.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

accordance with ASC 205-20 Presentation of Financial Statements:

within the accompanying consolidated financial statements.

accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-20 Presentation of Financial Statements:

Discontinued Operations , a disposal of a component of an entity

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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

for the year ended December 31, 2021:

OF DISPOSAL OF DISCONTINUED OPERATIONS

Years Ended December 31, 2021:

$ ( 483,213 )

$ ( 875,348 )

and other expenses

on deconsolidation

Income (loss) from discontinued operations

Operating expenses

$ ( 483,213 )

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

maturities of three months or less when purchased.

As of December 31, 2021, the Federal Deposit Insurance Corporation (FDIC) provided

insurance coverage of up to $ 250,000 , per depositor, per institution.

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.

Management reviews its accounts receivable at each reporting period to provide for an allowance against accounts receivable for an amount

that could become uncollectible.

This review process may involve the identification of payment problems with specific customers.

we estimate this allowance based on the aging of the accounts receivable, historical collection experience, and other relevant factors,

such as changes in the economy and the imposition of regulatory requirements that can have an impact on the industry.

These factors continuously

change and can have an impact on collections and our estimation process.

The Company’s allowance for doubtful accounts totaled

$ 0 as of December 31, 2021 and 2020.

Interest and other expenses

Gain on deconsolidation

Income tax expense

Income from discontinued operations

and Cash Equivalents

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.

As of December 31, 2022, the Federal Deposit Insurance

Corporation (“FDIC”) provided insurance coverage of up to $ 250,000 ,

per depositor, per institution.

At December 31, 2022 and 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

Management reviews its accounts receivable at each reporting period to provide for an allowance against accounts

receivable for an amount that could become uncollectible.

This review process may involve the identification of payment problems

with specific customers.

Periodically we estimate this allowance based on the aging of the accounts receivable, historical

collection experience, and other relevant factors, such as changes in the economy and the imposition of regulatory requirements that

can have an impact on the industry.

These factors continuously change and can have an impact on collections and our estimation

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

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

carrying amounts of the Company’s accounts receivable, 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.

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

and Equipment

24 unchanged sentences

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,

Company accounts for leases in accordance with FASB ASC Topic 842, Leases, 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,

7 unchanged sentences

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.

Company had no leases subject to Topic 842 as of December 31, 2022.

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.

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 Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

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

2014-09, Revenue from Contracts

1 unchanged sentence

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.

8 unchanged sentences

Quantitative disclosures on the disaggregation of revenue are as follows:

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

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.

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

OF DISAGGREGATION OF REVENUES

Outdoor Advertising Shelter Revenues

costs are expensed in the period incurred and totaled $ 17,239 and $ 36,455 for the years ended December 31, 2022 and 2021, respectively.

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.

the year ended December 31, 2022, 274,361,392 shares underlying convertible debt subject to a forbearance agreement, 48,560,783 shares

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

2 unchanged sentences

year ended December 31, 2021:

SUMMARY OF DILUTED INCOME AND WEIGHTED AVERAGE SHARES OUTSTANDING

Average Shares Outstanding

OF ANTI-DILUTIVE EARNING PER SHARE

Weighted Average Shares Outstanding

Convertible Debt

1,116,837,697

Net Income Per Share

Diluted Net Income Per Share

Accounting Pronouncements

does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect

on the accompanying condensed consolidated financial statements.

on the accompanying consolidated financial statements.

During the year ended December 31, 2022, the Company

discovered its previously reported balance sheet as of December 31, 2021 included $ 65,475 of accounts payable that were paid in 2017 and

2018 due to an error in the recording of these payments, resulting in an overstate of liabilities and expenses for those periods.

determined that the errors discovered were immaterial to all previously presented financial statements, but correcting the error in the

current period would materially misstatement the current financial statements.

Accordingly, the Company has corrected the error by recording

an adjustment to the consolidated balance sheet as of December 31, 2021 as follows:

SCHEDULE OF CONSOLIDATED BALANCE SHEET

(previously reported)

(restatement)

Current Assets

Property and Equipment, Net

Deposits and Other Assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Total liabilities

Stockholders’ Deficit

( 2,883,423 )

( 2,817,948 )

Total liabilities and stockholders’ deficit

The accompanying consolidated statement

of stockholders ’ deficit

for the year ended December 31, 2021 reflects the above adjustment in accumulated deficit as of December 31, 2020 and 2021.

3 - GOING CONCERN

2 unchanged sentences

of liabilities in the normal course of business.

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

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.

The Company had a working capital and accumulated deficit of $ 3,120,589

and $ 8,043,028 , respectively, as of December 31,

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.

4 – PROPERTY AND EQUIPMENT, NET

and equipment consisted of the following as of December 31, 2022 and 2021:

SCHEDULE OF PROPERTY AND EQUIPMENT, NET

and equipment

OF PROPERTY AND EQUIPMENT, NET

Furniture and equipment

Leasehold improvements

Accumulated depreciation

and equipment, net

Property and equipment, net

expenses totaled $ 14,499 and $ 20,430 for the years ended December 31, 2022 and 2021, respectively.

1 unchanged sentence

Notes Payable

August 24, 2016, the Company issued two two-year unsecured convertible notes payable totaling $ 200,000 pursuant to a private placement

The notes matured on August 24, 2018 and have an annual interest rate of 12.5 %.

At the election of the holder, upon the occurrence

of certain events, the notes can be converted into common stock of the Company at a conversion price per share equal to 50% of the average

bid price for the 30 consecutive business days prior to conversion.

The conversion feature is contingent upon i) the successful filing

of a registration statement to become publicly traded, and ii) the company stock has become publicly quoted on the OTC Markets and iii)

the conversion price is above $ 0.10 .

In August 2018, the holders of the notes agreed to extend the maturity date of the notes to December

31, 2019, in exchange for warrants to acquire 600,000 shares of common stock for an exercise price of $ 0.31 per share, exercisable over

The Company estimated the fair value of the warrants, totaling $ 16,401 , using the Black Scholes Method and recorded an additional

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

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.

August 24, 2016, the Company issued two two -year

unsecured convertible notes payable totaling $ 200,000

pursuant to a private placement memorandum.

The notes matured on August

24, 2018 and have an annual interest rate of 12.5 %.

the election of the holder, upon the occurrence of certain events, the notes can be converted into common stock of the Company at a

conversion price per share equal to 50% of the average bid price for the 30 consecutive business days prior to conversion .

The conversion feature is contingent upon i) the successful filing of a registration statement to become publicly traded, and ii)

the Company stock has become publicly quoted on the OTC Markets and iii) the conversion price is above $ 0.10 .

In August 2018, the holders of the notes agreed to extend the maturity date of the notes to December 31, 2019, in exchange for

warrants to acquire 600,000

shares of common stock for an exercise price of $ 0.31

per share, exercisable over three

The Company estimated the fair value of the warrants, totaling $ 16,401 ,

using the Black Scholes Method and recorded an additional discount against the note to be amortized over the extended term of the

During the year ended December 31, 2021, one of 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

with no remaining unamortized discount as of December 31, 2022 and 2021.

This note is currently in default.

Notes Payable, Related Party

6 unchanged sentences

of the notes totaled $ 332,474 .

August 24, 2016, a total of $ 75,000 in advances from a related party was converted into a two-year unsecured convertible note payable

to Nicholas Campanella, Chief Executive Officer of the Company, pursuant to a private placement memorandum.

August 24, 2016, a total of $ 75,000

in advances from a related party was converted

into a two-year unsecured convertible note payable to Nicholas Campanella, Chief Executive Officer of the Company, pursuant to a private

placement memorandum.

The note matures on August

24, 2018 , has an annual interest rate of 12.5 % and is due at maturity.

At the election of the holder, upon the occurrence of certain

events, the note can be converted into common stock of the Company at a conversion price per share equal to 50% of the average bid price

for the 30 consecutive business days prior to conversion.

The conversion feature is contingent upon i) the successful filing of a registration

statement to become publicly traded, and ii) the company stock has become publicly quoted on the OTC Markets and iii) the conversion

price is above $ 0.10 .

In connection with this note, the Company issued 75,000 shares of Series B preferred stock, as further described

24, 2018 , has an annual interest rate of 12.5 %

and is due at maturity.

the election of the holder, upon the occurrence of certain events, the note can be converted into common stock of the Company at a conversion

price per share equal to 50% of the average bid price for the 30 consecutive business days prior to conversion .

The conversion feature is contingent upon i) the successful filing of a registration statement to become publicly traded, and ii) the

Company stock has become publicly quoted on the OTC Markets and iii) the conversion price is above $ 0.10 .

In connection with this note, the Company issued 75,000

shares of Series B preferred stock, as further

described in Note 6.

As of December 31, 2022 and 2021, the balance of the notes was $ 75,722 .

The notes are carried at $ 76,500 as of December 31,

2021 and 2020,with no remaining unamortized discounts.

interest on the convertible notes, related party totaled $ 120,278 and $ 90,670 as of December 31, 2021 and 2020, respectively.

interest on the convertible notes, related party totaled $ 149,789 and $ 120,278 as of December 31, 2022 and 2021, respectively, and is included in accrued expenses, related party within the accompanying consolidated balance sheets.

Financing Obligation

9 unchanged sentences

As of December 31, 2022 and 2021, no profits have been earned on the Rhode Island contract, no repayments have

occurred, and the total amount of investments received totaling $260,00 is reflected on the accompanying consolidated balance sheet as

occurred, and the total amount of investments received totaling $ 260,000 is reflected within the accompanying consolidated balance sheets as

a Project Financing Obligation.

4 unchanged sentences

As of December 31, 2022 and

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

2021, the balance of the debt to related party was $ 163,936 and is included in advances from related parties within the accompanying consolidated balance sheets.

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

8 unchanged sentences

has designated 12,000,000 shares of Series A Preferred Stock, 1,000,000 shares of Series B Convertible Preferred Stock, and 500,000 shares

of Series C Convertible Stock.

of Series C Convertible Preferred Stock.

A Preferred Stock - Each share of Series A Preferred Stock is entitled to 125 votes on all matters submitted to a vote to the

3 unchanged sentences

split that occurred on October 3, 2017.

Holders of Series B Preferred Stock is entitled to vote and receive distributions upon liquidation

Holders of Series B Preferred Stock are entitled to vote and receive distributions upon liquidation

with common stockholders on an as-if converted basis.

21 unchanged sentences

balance sheets.

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

the year ended December 31, 2021, one of 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

on a cashless basis, at an exercise price of $ 0.00009 per share, resulting in the issuance of 240,744,220 shares of common stock.

the year ended December 31, 2020, warrants to acquire 117,108,206 shares of common stock at an exercise price of $ 0.00009 per share expired.

following summarizes warrant activity for the years ended December 31, 2022 and 2021:

SUMMARY OF WARRANT ACTIVITY

Average Exercise Price

Average Remaining Life

at December 31, 2019

( 117,108,206 )

( 246,862,272 )

Outstanding at December

OF WARRANT ACTIVITY

Outstanding, December 31, 2020

Outstanding, December 31, 2021

Outstanding, December 31, 2022

following summarizes warrant information as of December 31, 2022:

SUMMARY OF WARRANT INFORMATION

OF WARRANT INFORMATION

Exercise Price

Number of Shares

Expiration Date

October 27, 2027

7 - COMMITMENTS AND CONTINGENCIES

9 unchanged sentences

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, 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.

Under the terms of the agreement, the Company is obligated to pay monthly

rent payments starting at $ 3,556 and escalating over the life of the lease.

The Lease was subsequently terminated early in June of 2020.

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.

At December 31, 2022 and 2021, the Company had accrued compensation of $ 1,253,465 and $ 1,091,631 , respectively, and recorded

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

the year ended December 31, 2022, two Customers accounted for 23 % and 20 %, respectively, of the Company’s revenues.

As of December

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

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.

MedRecycler will contribute and

utilize elements of the residual that is produced from the processing of medical waste, along with housing and operating the equipment

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

Outdoor Corp., in Superior Court of New Jersey, Monmouth County, Law Division alleging breach of contract and has demanded $ 450,000

in lost wages.

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.

31, 2022, accounts receivable from these Customers was $ 1,260 and zero , respectively.

the year ended December 31, 2021, two Customers accounted for 13 % and 10 %, respectively, of the Company’s revenues.

As of December

31, 2021, accounts receivable from these Customers totaled $ 30,555 and $ 15,800 , respectively.

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

any litigation contains an element of uncertainty, we have no reason to believe that the outcome of such proceedings will have a material

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

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.

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

is no material bankruptcy, receivership, or similar proceeding with respect to the Company or any of its significant subsidiaries.

are no administrative or judicial proceedings arising from any federal, state, or local provisions that have been enacted or adopted

regulating the discharge of materials into the environment or primary for the purpose of protecting the environment.

8 - RELATED PARTY TRANSACTIONS

4 unchanged sentences

payable related parties as of December 31, 2022 and 2021, are expenses incurred with these affiliates totaling $ 71,512 and $ 76,512 , respectively.

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

is owed approximately $ 648,400 in principal and interest on loans and lines of credit issued by the Company.

Those debt obligations are

currently in default.

As consideration for the forbearance of those debts, the Company has agreed to provide a pledge of 100 % membership

interest in MedRecycler, LLC, and wholly owned subsidiary of the Company organized in the state of Nevada which holds 51,000 shares of

MedRecycler-RI, Inc.

as security against the moneys owed.

The amounts owed to Mr.

Campanella date back nearly five years and represent

cash payments made by Mr.

Campanella to Sun Pacific Power Corp.

On December 31, 2020, Mr.

Campanella agreed to extend the forbearance

until December 31, 2022 .

9 – INCOME TAXES

2 unchanged sentences

ASC 740 also provides guidance

on de-recognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

There were no unrecognized

3 unchanged sentences

tax rate for financial statement purposes for the years ended December 31, 2022 and 2021:

SCHEDULE OF EFFECTIVE FEDERAL TAX RATES RECONCILIATION

Federal Statutory Tax Rate

in future tax rates

in valuation allowance

OF EFFECTIVE FEDERAL TAX RATES RECONCILIATION

US federal statutory rate

Permanent items

Change in prior year estimate

Change in valuation allowance

Effective tax rate

tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2022 and 2021 are summarized

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

operating loss carry-forwards

OF DEFERRED TAX ASSETS AND LIABILITIES

Deferred Tax Assets:

Net operating loss carry-forwards

Accrued expenses

Total deferred tax assets, net

valuation allowance

1 unchanged sentence

( 2,392,000 )

deferred tax assets and liabilities, net

Total deferred tax assets and liabilities, net

of December 31, 2022, the Company has available net operating loss carry forwards of approximately $ 4.5 million which begin to expire

7 unchanged sentences

10 – SEGMENT INFORMATION

2020, the Company operated in three segments:

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

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:

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 )

$ ( 187,822 )

$ ( 3,089,557 )

$ ( 6,007,583 )

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

Contstruction

Cost of Sales

Loss from discontinued operations

( 1,612,229 )

$ ( 489,066 )

$ ( 1,612,229 )

$ ( 1,865,420 )

the years ended December 31, 2022 and 2021, the Company only operated in one segment, outdoor advertising.

11 – SUBSEQUENT EVENTS

Management of the Company has performed a review of all events and transactions occurring after the consolidated balance sheet date to

determine if there were any such events or transactions requiring adjustment to or disclosure in the accompanying consolidated financial

statements, noting that there were no such events or transactions that occurred other than the following item:

April 1, 2023, the Company’s wholly owned subsidiary, Sun Pacific Power Corp.

entered into a joint venture agreement with CAC

Realty, LLC, an entity wholly owned by Nicholas Campanella, our sole director and chief executive officer.

The joint venture

provides that Mr.

Campanella will provide the working capital to operate Sun Pacific Power Corp.’s solar sales operations for

a period of up to 4 months.

return, CAC Realty, LLC will receive a 12 month, 5% promissory note for all moneys paid to the joint venture and 30% of gross

profits earned by Sun Pacific Power Corp .

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