Sun Pacific Holding Corp. 10-K

Item 9A. Controls and Procedures As of the end of the period covered by this Annual Report, our Chief Executive Officer and Chief Financial Officer performed an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on the evaluation and the identification of the material weaknesses in internal control over financial reporting described below, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2022, the Company’s disclosure controls and procedures were not effective. Evaluation of Disclosure Controls and Procedures The Company’s management is responsible for establishing and maintaining adequate disclosure controls and procedures for the Company. 3As of the end of the period covered by this Annual Report, our Chief Executive Officer and Chief Financial Officer performed an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on the evaluation and the identification of the material weaknesses in internal control over financial reporting described below, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2022, the Company’s disclosure controls and procedures were not effective. 15 Management’s Report on Internal Control over Financial Reporting Pursuant to Rule 13a-15(c) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer of the effectiveness of the Company’s internal control over financial reporting as of the end of the period covered by this report , using the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The term “internal control over financial reporting”, as defined under Rule 13a-15(f) under the Exchange Act, means a process designed by, or under the supervision of, the issuer’s principal executive officer and principal financial officers, or persons performing similar functions, and effected by issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements. Based upon the evaluation of the internal control over financial reporting at the end of the period covered by this report, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s internal control over financial reporting were not effective as a result of continuing weaknesses principally due to the following: - The Company has not established adequate financial reporting monitoring activities to mitigate the risk of management override, specifically because there are few employees and only one officers with management functions and therefore there is lack of segregation of duties. - An outside consultant assists in the preparation of the annual and quarterly financial statements and partners with the Company to ensure compliance with US GAAP and SEC disclosure requirements. - Outside counsel assists the Company in the external attorneys to review and editing of the annual and quarterly filings and to ensure compliance with SEC disclosure requirements. At such time as the Company raises additional working capital it plans to add staff, initiate training, add additional subject matter expertise in its finance area so that it may improve it processes, policies, procedures, and documentation of its internal control processes. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None. PART III Item 10. Directors, Executive Officers, and Corporate Governance; The current Directors and Officers of the Company are as follows: Executive Age Position Nicholas Campanella 58 Chairman of the Board, Chief Executive Officer and Director Vincent Randazzo 61 Director Nicholas Campanella, Director, CEO, and President is the founder of Sun Pacific Power Corp. and has been its President and a director since its inception in 2009. Mr. Campanella has been a serial entrepreneur. He has managed, owned, and led a number of companies in the development, contracting, insurance and manufacturing industries. From 1996 until 2015 he was the President of CGA Associates, an insurance brokerage company. From 2005 until 2009 he was the President of Northwoods Manufacturing and from 2004 to the present he is the President of Triplet Square, a real estate development company. Prior to 2004 he held positions of Vice President and Account Executive in the insurance industry. He has also served in many roles in community service including as an environmental commissioner and as the chairman of the economic development committee, along with serving as the Grand Knight for the Knights of Columbus. Mr. Campanella attended New York Institute of Technology in 1984, where he majored in Business Management. 16 Vincent Randazzo, Director was appointed to the Board of Directors of Sun Pacific Holding Corp. because of his management experience with manufacturing operations and financial reporting. Mr. Randazzo received his Bachelor of Science in Business Administration from Saint Francis College. Mr. Randazzo started his career as an accounting clerk for Agip, USA. Thereafter, he quickly became a Manager of General Accounting for Time Warner Corporation rising to Plant Manager within 10 years with the company. In 1998, Mr. Randazzo joined I.L Walker, Inc., a folding carton manufacturing operation, as Vice President/General Manager. I.L. Walker, Inc. at the time had annual sales of $23,000,000. Mr. Randazzo was responsible for 155 employees, initiated new manufacturing and quality standards. Based on his experience with I.L. Walker, Inc., in 2001, Mr. Randazzo started his own firm, Zapp Packaging, Inc. driving sales from $1,500,000 the first year of operations to $15,000,000 in 2005 when he sold the company. In 2006, Mr. Randazzo joined MyPrint a division of e-Tools Corporation as V.P. of Operations until he was appointed C.E.O. in 2007. Mr. Randazzo’s experience brings expertise in building and growing businesses. Committees As of the date of this Annual Report, the Company’s board of directors does not have any committees. The Board of Directors does not currently have a formal nominating committee as we are deemed a “controlled company” in that our CEO and Chairman, Nicholas Campanella holds greater than 50% voting control. As such, nominations of additional board members or nominees for shareholder election are set forth by Mr. Campanella. Mr. Campanella will consider shareholder nomination. However, there are currently no formal standards for accepting or rejecting such nominations. The Board of Directors does not currently have a formal auditing committee nor a member of the board that is a “audit committee financial expert” as defined by Item 507(d)(5). Family Relationships Nicholas Campanella and Vincent Randazzo are brothers in law. There are no other family relationships among the directors and executive officers of the Company. There is no arrangement or understanding between or among the directors or executive officers of the Company to which a director or executive officer of the Company was or is to be selected as a director. Involvement in Certain Legal Proceedings To our knowledge, during the last ten years, none of our directors and executive officers has: ● Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. ● Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses. ● Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. ● Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. ● Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Code of Ethics We do not currently have a code of ethic that applies to any member of the Board of Directors or our executive officers. 17 Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and persons who own more than 10% of the issued and outstanding shares of our common stock to file reports of initial ownership of common stock and other equity securities and subsequent changes in that ownership with the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2021 all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with. Item 11. Executive Compensation Name and Principal Position Year Ended Salary Bonus Stock Awards Option Awards Non-Equity Incentive Plan Compensation Earnings Non- Qualified Deferred Compensation Earnings All Other Compensation(1) Total Nicholas Campanella 2022 $ - $ - $ - $ - $ - $ - $ - $ - 2021 $ - $ - $ - $ - $ - $ - $ - $ - (1) In 2022 and 2021, Mr. Campanella received a salary for his services rendered for MedRcycler-RI, Inc. Executive Employment Agreement On December 20, 2017, the Company entered into a five-year employment agreement with Nicholas Campanella, Chief Executive Officer. Under the terms of the agreement, the Company is required to pay a base compensation of $180,000 annually, subject to increases in cost of living and performance bonuses as awarded by the Board of Directors. After 5 years, the agreement is automatically renewed for an additional two years unless terminated by either party. As part of the agreement Mr. Campanella opted to defer, with no interest, the receipt of compensation under the agreement until the Company has the funds to pay its obligation. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth, as of April 17, 2023, each person known by the Company to be the officer or director of the Company or a beneficial owner of five percent or more of the Company’s common stock. Except as noted, the holder thereof has sole voting and investment power with respect to the shares shown. Except as otherwise indicated, the address of each beneficial owner is c/o Sun Pacific Holding Corporation, 345 Highway 9 South, Suite 388, Manalapan, New Jersey 07726. 18 Name Position Number of Shares of Common Stock Percentage of Common Stock (1) Officers & Directors Nicholas Campanella Chairman of the Board. CEO, & Director 33,897,166 (2) 3.48 % Vincent Randazzo Director 44,150 * Total Owned by all Officers and Directors 33,941,316 3. 48 % (1) 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 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 rights. As a result, Mr. Campanella has the equivalent to 1,500,000,000 votes. Therefore, although the officers, directors and beneficial holders of shares greater than 5% of the common stock have voting rights equal to 3.48% of the voting rights of the common stock, this amounts to only 3.67% of the total voting rights available. Mr. Campanella thus has just over 50% of the total voting rights. (2) Includes shares held by family members. Item 13. Certain Relationships and Related Transactions and Director Independence On August 24, 2017, the Company closed a share exchange agreement with the shareholder of Sun Pacific Power Corporation, a New Jersey corporation whereby the shareholders of Sun Pacific Power Corporation received 284,248,605 shares of common stock (pre-reverse stock split of 50:1) on a pro rata basis. Pursuant to the share exchange agreement, Nicholas Campanella was issued 976,351 shares of Series B Preferred Shares, which automatically converted into 30,126,775 shares of post reverse stock split common shares. Vincent Randazzo, our Director, is the brother-in-law of Nicholas Campanella, our Chairman and Chief Executive Office. On 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. In 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. For the fiscal year ended December 30, 2022, please refer to Note 8 of the financial statements for details related to related party transactions. Item 14. Principal Accountant Fees and Services. Our independent public accounting firm is Turner Stone & Company, L.L.P. Dallas, Texas, PCAOB Auditor ID 76. The 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 reports (Form 10-Qs) are reported below. The 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. Audit Taxes Filings Oher Total 2022 $ 42,200 $ - $ - $ - $ 42,200 2021 $ 32,280 $ - $ - $ - $ 33,280 19 PART IV Item 15. Exhibits, Financial Statement Schedules Exhibit Number Description of Exhibit Filed 3.1 Amended and Restated Articles of Incorporation filed May 29, 2015 Form 10 October 13, 2015 3.2 Bylaws dated April 5, 2005 Form 10 October 13, 2015 3.3 Designation of Series B and Series C Preferred Stock filed with the state of Nevada on August 11, 2017 Form 8-K August 18, 2017 3.4 Certificate of Amendment filed with the state of Nevada on October 3, 2017 Form 8-K October 18, 2017 3.5 Certificate of Change (Reverse Stock Split) filed with the state of Nevada on October 3, 2017 Form 8-K October 18, 2017 10.1 The Acquisition Agreement between the Company and Sun Pacific Power Corp., dated August 16, 2017 Form 8-K August 29, 2017 10.2 The Spinoff Agreement with the Company, Randy Romano, and Vaughan Dugan, dated August 24, 2017 Form 8-K August 29, 2017 10.3 The Forbearance Agreement between the Company and Nicholas Campanella, dated January 11, 2019. Form 8-K January 14, 2019 10.4 Guarantee of Payment and Performance between the Company and UMB Bank, N.A., date February 7, 2019 Form 8-K February 11, 2019 10.5 Extension of Forbearance Agreement between the Company and Nicholas Campanella, dated April 3, 2019 Form 10-K on April, 4, 2019 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Herein 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Herein 32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Herein 32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Herein 101.INS Inline XBRL Instance 101.SCH Inline XBRL Taxonomy Extension Schema 101.CAL Inline XBRL Taxonomy Extension Calculation 101.DEF Inline XBRL Taxonomy Extension Definition 101.LAB Inline XBRL Taxonomy Extension Labels 101.PRE Inline XBRL Taxonomy Extension Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 20 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Sun Pacific Power Corp. Date: 4/17/2023 By: /s/ Nicholas Campanella Name: Nicholas Campanella Title: Chairman of the Board of Directors, & Chief Executive Officer (Principal Executive Officer) Date: 4/17/2023 By: /s/ Nicholas Campanella Name: Nicholas Campanella Title: Chief Financial Officer (Principal Financial and Accounting Officer) In accordance with the Exchange Act, this report has been signed below by the following persons on April 17, 2023 on behalf of the registrant and in the capacities indicated. Signature Title /s/ Nicholas Campanella Chairman of the Board of Directors, Chief Nicholas Campanella Executive Officer, & Chief Financial Officer (Principal Executive Officer) (Principal Financial and Accounting Officer) /s/ Vincent Randanzzo Director Vincent Randanzzo 21 FINANCIAL STATEMENTS Report of Independent Registered Accounting Firm (PCAOB ID No. 76 ) F-2 Consolidated Balance Sheets as of December 31, 2022 and 2021 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021 F-4 Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2022 and 2021 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021 F-6 Notes to Consolidated Financial Statements F-7 F- 1 R eport of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders Sun Pacific Holding Corp. and Subsidiaries Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Sun Pacific Holding Corp. 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. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed 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. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion 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 the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Turner, Stone & Company, L.L.P . We have served as the Company’s auditor since 2017. Dallas, Texas April 17, 2023 F- 2 SUN PACIFIC HOLDING CORP CONSOLIDATED BALANCE SHEETS December 31, December 31, 2022 2021 (restated) ASSETS Current Assets: Cash and cash equivalents $ 147,049 $ 68,974 Accounts receivable, net 6,310 116,341 Total current assets 153,359 185,315 Property and equipment, net - 78,859 Deposits and other assets 24,031 22,531 Total assets $ 177,390 $ 286,705 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities: Accounts payable $ 29,469 $ 24,802 Accounts payable, related party 71,512 76,512 Accrued compensation to officer 1,253,465 1,091,631 Accrued expenses 152,298 146,609 Accrued expenses, related party 158,113 125,103 Dividends payable, related party 22,038 22,038 Advances from related parties 620,432 615,432 Project financing obligation 260,000 260,000 Convertible notes payable 98,425 98,425 Convertible notes payable, related party 408,196 408,196 Notes payable, net of discounts 200,000 200,000 Total current liabilities 3,273,948 3,068,748 Long Term Liabilities Notes payable, net of current portion - 35,905 Total liabilities 3,273,948 3,104,653 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 1,200 1,200 Series B preferred stock: 1,000,000 shares designated; - 0 - shares issued and outstanding - - Series C preferred stock: 500,000 shares designated; - 0 - shares issued and outstanding - - Preferred stock value - - Common stock $ 0.0001 par value, 1,000,000,000 shares authorized; - - 974,953,335 shares issued and outstanding 97,495 97,495 Common stock $0.0001 par value, 1,000,000,000 shares authorized; 974,953,335 shares issued and outstanding 97,495 97,495 Additional paid in capital 4,847,775 4,847,775 Accumulated deficit ( 8,043,028 ) ( 7,764,418 ) Total stockholders’ deficit ( 3,096,558 ) ( 2,817,948 ) Total liabilities and stockholders’ deficit $ 177,390 $ 286,705 F- 3 SUN PACIFIC HOLDING CORP CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2022 and 2021 2022 2021 Revenues $ 265,573 $ 377,593 Cost of revenues 16,643 27,044 Gross profit 248,930 350,549 Operating Expenses: Wages and compensation 161,834 162,953 Professional fees 86,433 53,350 General and administrative 288,292 225,008 Total operating expenses 536,559 441,311 Loss from continuing operations ( 287,629 ) ( 90,762 ) Other Expenses: Other income 34,929 - Loan forgiveness 35,905 30,492 Interest expense ( 61,815 ) ( 64,338 ) Total other income (expense), net 9,019 ( 33,846 ) Net loss from continuing operations before income tax benefit ( 278,610 ) ( 124,608 ) Income tax benefit - continuing operations - 820,721 Net (loss) income from continuing operations ( 278,610 ) 696,113 Income from discontinued operations before taxes - 3,093,558 Income tax expense - discontinued operations - ( 820,721 ) Income from discontinued operations - 2,272,837 Net (loss) income $ ( 278,610 ) $ 2,968,950 Net income attributable to non-controlling interest - 1,380,978 Net (loss) income attributable to common stockholders $ ( 278,610 ) $ 1,587,972 Net (Loss) Income Per Common Share - Basic $ ( 0.00 ) $ 0.00 Weighted Average Shares Outstanding - Basic 974,953,335 974,192,392 Net (Loss) Income Per Common Share - Diluted $ ( 0.00 ) $ 0.00 Weighted Average Shares Outstanding - Diluted 974,953,335 1,116,837,697 F- 4 SUN PACIFIC HOLDING CORP CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2022 and 2021 Shares Amount Shares Amount Capital Deficit Interest Deficit Series A Preferred Additional Non- Stock Common Stock Paid In Accumulated Controlling Total Shares Amount Shares Amount Capital Deficit Interest Deficit Balances at December 31, 2020 (restated) 12,000,000 $ 1,200 966,726,357 $ 96,672 $ 4,693,389 $ ( 9,352,390 ) $ ( 1,380,978 ) $ ( 5,942,107 ) Issuance of previously subscribed common stock - - 300,000 30 ( 30 ) - - - Conversion of convertible debt - - 7,626,978 763 154,446 - - 155,209 Cashless exercise of common stock warrants - - 300,000 30 ( 30 ) - - - Net income - - - - - 1,587,972 1,380,978 2,968,950 Balances at December 31, 2021 (restated) 12,000,000 $ 1,200 974,953,335 $ 97,495 $ 4,847,775 $ ( 7,764,418 ) $ - $ ( 2,817,948 ) Balance 12,000,000 $ 1,200 974,953,335 $ 97,495 $ 4,847,775 $ ( 7,764,418 ) $ - $ ( 2,817,948 ) Net loss - - - - - ( 278,610 ) - ( 278,610 ) Balances at December 31, 2022 12,000,000 $ 1,200 974,953,335 $ 97,495 $ 4,847,775 $ ( 8,043,028 ) $ - $ ( 3,096,558 ) Balances 12,000,000 $ 1,200 974,953,335 $ 97,495 $ 4,847,775 $ ( 8,043,028 ) $ - $ ( 3,096,558 ) F- 5 SUN PACIFIC HOLDING CORP CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 and 2021 2022 2021 Cash flows from Operating Activities: Net (loss) income $ ( 278,610 ) $ 2,968,950 Adjustments to reconcile net (loss) income to net cash used in operating activities: Depreciation 14,499 20,430 Gain on sale of property ( 31,640 ) - Gain on deconsolidation - ( 3,861,861 ) Loan forgiveness ( 35,905 ) ( 30,492 ) Effect of discontinue operations on cash - 272,304 Changes in operating assets and liabilities: Decrease (increase) in accounts receivable 110,031 ( 81,346 ) Increase in deposits and other assets ( 1,500 ) - Increase (decrease) in accounts payable 4,667 ( 32,905 ) Decrease in accounts payable, related party ( 5,000 ) - Increase in accrued compensation to officer 161,834 161,834 Increase in accrued expenses 5,689 30,826 Increase in accrued expenses and advances, related parties 38,010 29,512 Net cash used in operating activities ( 17,925 ) ( 522,748 ) Cash flows from Investing Activities Proceeds from sale of property 96,000 - Net cash provided by investing activities 96,000 - Cash flows from Financing Activities: Proceeds from payroll protection loan - 35,905 Proceeds from the issuance of convertible debt - 500,000 Net cash provided by financing activities - 535,905 Net increase in cash and cash equivalents 78,075 13,157 Cash and cash equivalents at beginning of year 68,974 55,817 Cash and cash equivalents at end of year $ 147,049 $ 68,974 Supplemental Disclosure of Cash Flow Information: Interest paid $ - $ - Taxes paid $ - $ - Supplemental Disclosure of Non-Cash Investing and Financing Activities: Note payable extension fee added to principal $ - $ 458,063 Issuance of common stock upon conversion of convertible debt and accrued interest $ - $ 155,209 F- 6 SUN PACIFIC HOLDING CORP NOTES TO CONSOLIDATED FINACNIAL STATEMENTS YEARS ENDED DECEMBER 31, 2022 and 2021 NOTE 1 - DESCRIPTION OF THE BUSINESS The Company was incorporated under the laws of the State of New Jersey on July 28, 2009, as Sun Pacific Power Corporation and together with its subsidiaries, are referred to as the “Company”. On August 24, 2017, the Company entered into an Acquisition Agreement with EXOlifestyle, Inc. whereby the Company became a wholly owned subsidiary of EXOlifestyle, Inc. The acquisition was accounted for as a reverse merger, resulting in the Company being considered the accounting acquirer. Accordingly, the accompanying consolidated financial statements included the accounts of EXOlifestyle, Inc. since August 24, 2017. Utilizing 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. The Company offers competitively priced “Next Generation” solar panel and lighting products by working closely with design, engineering, integration and installation firms in order to deliver turnkey solar and other energy efficient solutions. We provide solar bus stops, solar trashcans and “street kiosks” that utilize our unique advertising offerings that provide State and local municipalities with costs efficient solutions. Our green energy solutions can be customized to meet most enterprise and/or government mandated regulations and advanced system requirements. Our portfolio of products and services allow our clients to select a solution that enables them to establish a viable standard product offering that focuses on the goals of the client’s entire organization. Currently, 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. Sun 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. As 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. F- 7 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates In The Preparation of Consolidated Financial Statements Preparation 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 from those estimates. Significant estimates include the allowance for doubtful accounts and impairment assessments related to long-lived assets. Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned, and less-than-wholly owned subsidiaries of which the Company holds a controlling interest. All significant intercompany balances and transactions have been eliminated. Amounts attributable to minority interests in the Company’s less-than-wholly owned subsidiary are presented as non-controlling interest within the accompanying consolidated financial statements. Discontinued Operations In 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 or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meets the criteria in paragraph 205-20-45-10. In the period in which the component meets held-for-sale or discontinued operations criteria the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations. The Company disposed of a component of its business pursuant to a Net Profit Participation Agreement dated May 28, 2021, resulting in the Company no longer controlling the subsidiary, which met the definition of a discontinued operation. Accordingly, the operating results of the business disposed are reported as income (loss) from discontinued operations in the accompanying consolidated statements of operations for the year ended December 31, 2021: SCHEDULE OF DISPOSAL OF DISCONTINUED OPERATIONS Years Ended December 31, 2021: Operating expenses $ ( 483,213 ) Interest and other expenses ( 285,090 ) Gain on deconsolidation 3,861,861 Income tax expense ( 820,721 ) Income from discontinued operations $ 2,272,837 Cash and Cash Equivalents For 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. Accounts Receivable In 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. Periodically we estimate this allowance based on the aging of the accounts receivable, historical collection experience, and other relevant factors, such as changes in the economy and the imposition of regulatory requirements that can have an impact on the industry. These factors continuously change and can have an impact on collections and our estimation process. The Company determined that an allowance for doubtful accounts was not necessary as of December 31, 2022 and 2021. F- 8 Contingencies Certain conditions may exist as of the date financial statements are issued, which may result in a loss, but which will only be resolved when one or more future events occur or do not occur. We assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to pending legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a liability has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable would be disclosed. Fair Value of Financial Instruments The 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 given the instruments bear market rates of interest. Property and Equipment Property and equipment are stated at cost. Additions and improvements that significantly add to the productive capacity or extend the life of an asset are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is computed using the straight-line method over three to five years for vehicles and five to ten years for equipment. Leasehold improvements are amortized over the lesser of the estimated remaining useful life of the asset or the remaining lease term. Impairment of Long-Lived Assets The Company periodically reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be realizable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. At December 31, 2022 and 2021, the Company has not identified any such impairment losses. Income Taxes Under 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. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized for deductible temporary differences and operating losses, and tax credit carry forwards. A valuation allowance is established to reduce that deferred tax asset if it is “more likely than not” that the related tax benefits will not be realized. F- 9 Leases The 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, measured at the present value of the lease payments. The Company, effective January 1, 2019 has adopted the provisions of the new standard. The Company had operating leases for warehouses and offices. Management evaluates each lease independently to determine the purpose, necessity to its future operations in addition to other appropriate facts and circumstances. The Company adopted Topic 842 using a modified retrospective approach for all existing leases at January 1, 2019. The adoption of Topic 842 impacted its balance sheet by the recognition of the operating lease right-of-use assets and the liability for operating leases. The Company had no leases subject to Topic 842 as of December 31, 2022. Revenue Recognition The 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. The 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 commissions. In 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. For 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. The 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. In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers . 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. 2014-09 using the modified retrospective method. Under the new guidance, the Company recognizes revenue from contracts based on the Company’s satisfaction of distinct performance obligations identified in each agreement. The adoption of the guidance under ASU No. 2014-09 did not result in a material impact on the Company’s consolidated revenues, results of operations, or financial position. As part of the implementation of ASC 606 the Company must present disaggregation of revenues from contracts with customers into categories that depict how the nature, timing, and uncertainty of revenue and cash flows are affected by economic factors. Quantitative disclosures on the disaggregation of revenue are as follows: SCHEDULE OF DISAGGREGATION OF REVENUES 2022 2021 Outdoor Advertising Shelter Revenues $ 265,573 $ 377,593 Advertising Costs Advertising costs are expensed in the period incurred and totaled $ 17,239 and $ 36,455 for the years ended December 31, 2022 and 2021, respectively. Earnings Per Share Under 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, 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. For the year ended December 31, 2021, warrants to acquire 1,000,000 shares of common stock have been excluded from the calculation of diluted loss per share because their impact was anti-dilutive. The following summarizes the calculation of diluted earnings per share for the year ended December 31, 2021: SCHEDULE OF ANTI-DILUTIVE EARNING PER SHARE Net Income Weighted Average Shares Outstanding Basic $ 2,968,950 974,192,392 Convertible Debt 41,814 142,645,305 Diluted $ 3,010,764 1,116,837,697 Diluted Net Income Per Share $ 0.00 F- 10 Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. Restatement 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. Management 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 December 31, December 31, 2021 2021 (previously reported) (restatement) (restated) ASSETS Current Assets $ 185,315 $ - $ 185,315 Property and Equipment, Net 78,859 - 78,859 Deposits and Other Assets 22,531 - 22,531 Total assets $ 286,705 $ - $ 286,705 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities $ 3,134,223 $ ( 65,475 ) $ 3,068,748 Note payable 35,905 - 35,905 Total liabilities 3,170,128 ( 65,475 ) 3,104,653 Stockholders’ Deficit ( 2,883,423 ) 65,475 ( 2,817,948 ) Total liabilities and stockholders’ deficit $ 286,705 $ - $ 286,705 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. NOTE 3 - GOING CONCERN The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company had a working capital and accumulated deficit of $ 3,120,589 and $ 8,043,028 , respectively, as of December 31, 2022. 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. NOTE 4 – PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following as of December 31, 2022 and 2021: SCHEDULE OF PROPERTY AND EQUIPMENT, NET 2022 2021 Furniture and equipment $ - $ 265,999 Vehicles - 67,240 Leasehold improvements - 66,077 Less: Accumulated depreciation - ( 320,457 ) Property and equipment, net $ - $ 78,859 Depreciation expenses totaled $ 14,499 and $ 20,430 for the years ended December 31, 2022 and 2021, respectively. NOTE 5 - BORROWINGS Convertible Notes Payable On 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 %. 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 three years . 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, 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. F- 11 Convertible Notes Payable, Related Party On October 23, 2015, a total of $ 332,474 in advances from a related party was converted into two one -year unsecured convertible notes payable to Nicholas Campanella, Chief Executive Officer of the Company. The notes have an annual interest rate of 6 % and are currently in default. At the election of the holder, the notes can be converted into common stock of the Company at a conversion price per share equal to 20% of the average bid price for the three consecutive business days prior to conversion . As of December 31, 2022 and 2021, the balances of the notes totaled $ 332,474 . On 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 in Note 6. As of December 31, 2022 and 2021, the balance of the notes was $ 75,722 . Accrued 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. Project Financing Obligation In June 2018, the Company received proceeds of $ 260,000 pursuant to a partnership agreement and related partnership contribution agreements with third party investors, pursuant which investors have agreed to provide financing for no less than (10) ten new bus shelters being installed annually. Each investment in the partnership grants the investor the right to preferential distributions of profits related to the Company’s contract with Rhode Island. The investors receive 100% of the profits from the Rhode Island contract to install 20 bus shelters until 100% of the initial investments are returned. Thereafter, the investors receive 20 % of the remaining profits from Rhode Island contract. 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 $ 260,000 is reflected within the accompanying consolidated balance sheets as a Project Financing Obligation. Line of Credit, Related Party On October 23, 2015, the Company entered into a line of credit agreement with Nicholas Campanella, Chief Executive Office of the Company, for a total value of $ 250,000 . The line of credit does not bear an interest rate and is payable on demand. As of December 31, 2022 and 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. Notes Payable On June 21, 2019, the Company issued a six-month ten percent interest promissory note in the amount of $ 200,000 . The note was funded July 8, 2019. Per the terms of the note, the Company agreed to issue to the lender 2,000,000 shares of restricted common stock, with a fair value of $ 2,600 as an inducement. The balance of the note is $ 200,000 as of December 31, 2022 and 2021. The note is currently in default. NOTE 6 – STOCKHOLDERS’ DEFICIT Preferred stock The Company is authorized to issue 20,000,000 shares of $ 0.0001 par value preferred stock. As of December 31, 2022 and 2021, the Company 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 Preferred Stock. F- 12 Series A Preferred Stock - Each share of Series A Preferred Stock is entitled to 125 votes on all matters submitted to a vote to the stockholders of the Company, and does not have conversion, dividend or distribution upon liquidation rights . Series B Preferred Stock - In connection with the reverse merger, the Company issued 2,000,000 shares of Series B Preferred Stock. Each share of Series B Preferred Stock automatically converted into 30.8565 shares of common stock after giving effect to the reverse stock split that occurred on October 3, 2017. Holders of Series B Preferred Stock are entitled to vote and receive distributions upon liquidation with common stockholders on an as-if converted basis. Series C Preferred Stock - In connection with the reverse merger, the Company issued 275,000 shares of Series C Preferred Stock. Holders of Series C Preferred Stock are not entitled to voting rights or preferential rights upon liquidation. Each share of Series C Preferred Stock shall pay an annual dividend in the amount of $0.125 per year, for a total of $0.25, over an eighteen (18) month term, from the date of issuance (the “Commencement Date”). Dividend payments shall be payable as follows: (i) dividend in the amount of $0.0625 per share of Series C Preferred Stock at the end of each of the third quarter and fourth quarter of the first twelve (12) months of the twenty-four (24) month period after the Commencement Date; and (ii) dividend in the amount of $0.03125 per share of Series C Preferred Stock at the end of each of the four quarters of the second twelve (12) months of the twenty-four (24) month period after the Commencement Date. The source of payment of the dividends will be derived from up to thirty-five percent (35%) of net revenues (“Net Revenues”) from the street furniture division of the Corporation following the seventh (7th) month after the Commencement Date. To the extent the amount derived from the net revenues of the street furniture division is insufficient to pay dividends of Series C Preferred Stock, if a sufficient amount is available, the next quarterly payment date the funds will first pay dividends of Series C Preferred Stock past due. At the conclusion of twenty-four months after the Commencement Date, and upon the payment of all dividends due and owing on said Series C Preferred Stock, the Series C Preferred Stock shall automatically be redeemed by the Corporation and returned to the Corporation for cancellation, as unissued, non-designated, preferred shares. The Series C Preferred Stock were redeemed during the year ended December 31, 2019. As of December 31, 2022 and 2021, dividends payable of $ 22,038 is reflected as dividends payable on the accompanying consolidated balance sheets. Common stock During 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. Warrants The following summarizes warrant activity for the years ended December 31, 2022 and 2021: SCHEDULE OF WARRANT ACTIVITY Weighted Weighted Average Average Number of Exercise Remaining Shares Price Life Outstanding, December 31, 2020 1,620,030 $ 25.16 3.6 Years Expired ( 320,030 ) $ 0.30 Exercised ( 300,000 ) $ 0.31 Outstanding, December 31, 2021 1,000,000 $ 41.50 5.82 Years Expired - Exercised - Outstanding, December 31, 2022 1,000,000 $ 41.50 4.82 Years The following summarizes warrant information as of December 31, 2022: SCHEDULE OF WARRANT INFORMATION Exercise Price Number of Shares Expiration Date $ 10.00 100,000 October 27, 2027 $ 45.00 900,000 October 27, 2027 1,000,000 F- 13 NOTE 7 - COMMITMENTS AND CONTINGENCIES Employment Agreement On December 20, 2014, the Company entered into a five-year employment agreement with Nicholas Campanella, Chief Executive Officer. Under the terms of the agreement, the Company is required to pay a base compensation of $ 180,000 annually, subject to increases in cost of living and performance bonuses as awarded by the Board of Directors. After 5 years, the agreement is automatically renewed for an additional two years unless terminated by either party. As part of the agreement Mr. Campanella opted to defer, with no interest, the receipt of compensation under the agreement until the Company has the funds to pay its obligation. In October 2017, the Company issued 12,000,000 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 salary. 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. Significant Customers For the year ended December 31, 2022, two Customers accounted for 23 % and 20 %, respectively, of the Company’s revenues. As of December 31, 2022, accounts receivable from these Customers was $ 1,260 and zero , respectively. For 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. Legal Matters From time to time the Company is a party to various legal or administrative proceedings arising in the ordinary course of our business. While 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 consolidated financial condition or results of operations of the Company. There is no material bankruptcy, receivership, or similar proceeding with respect to the Company or any of its significant subsidiaries. There 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. NOTE 8 - RELATED PARTY TRANSACTIONS Certain affiliates have made non-interest-bearing advances. The balances of these advances, which are due on demand and include the advances from related parties noted in Note 5, totaled $ 620,432 and $ 615,432 as of December 31, 2022 and 2021, respectively. Included in accounts payable related parties as of December 31, 2022 and 2021, are expenses incurred with these affiliates totaling $ 71,512 and $ 76,512 , respectively. NOTE 9 – INCOME TAXES The Company accounts for income taxes in accordance with ASC 740 which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. There were no unrecognized tax benefits as of December 31, 2022 and 2021. F- 14 The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended December 31, 2022 and 2021: SCHEDULE OF EFFECTIVE FEDERAL TAX RATES RECONCILIATION 2022 2021 US federal statutory rate ( 21.00 )% 21.00 % State taxes ( 5.53 ) 5.53 Permanent items ( 12.89 ) 6.57 Change in prior year estimate 354.56 - Change in valuation allowance ( 315.14 ) ( 33.10 ) Effective tax rate - % - % The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2022 and 2021 are summarized as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 Deferred Tax Assets: Net operating loss carry-forwards $ 1,182,000 $ 2,102,000 Accrued expenses 332,000 290,000 Total deferred tax assets, net 1,514,000 2,392,000 Less: valuation allowance ( 1,514,000 ) ( 2,392,000 ) Total deferred tax assets and liabilities, net $ - $ - As of December 31, 2022, the Company has available net operating loss carry forwards of approximately $ 4.5 million which begin to expire in 2037 . The Company assesses the recoverability of its net operating loss carry forwards and other deferred tax assets and records a valuation allowance to the extent recoverability does not satisfy the “more likely than not” recognition criteria. The Company continues to maintain the valuation allowance until sufficient positive evidence exists to support full or partial reversal. As of December 31, 2022 the Company had a valuation allowance totaling $ 1,514,000 against its deferred tax assets due to insufficient positive evidence, primarily consisting of losses within the taxing jurisdictions that have tax attributes and deferred tax assets. NOTE 10 – SEGMENT INFORMATION During the years ended December 31, 2022 and 2021, the Company only operated in one segment, outdoor advertising. NOTE 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: On 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. In 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 . F- 15