Current Report Filing (8-k)
January 14 2019 - 6:11AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
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January
11, 2019
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Sun
Pacific Holding Corp.
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-51935
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90-1119774
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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215
Gordon’s Corner Road, Suite 1A Manalapan, NJ 07726
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code
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732-845-0906
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(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section
1 - Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement
On
January 11, 2019, Sun Pacific Holding Corp., a Nevada corporation (the “Company”) entered into that certain Forbearance
Agreement between the Company and Nicholas Campanella. Mr. Campanella is currently 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,
a Nevada limited liability company, which holds 51,000 shares of MedRecycler-RI, Inc. as security against the moneys owed.
Section
8 – Other Events
In
anticipation of securing financing for the MedRecycler-RI, Inc. Johnston, Rhode Island waste to energy facility, Mr. Campanella
has agreed that upon initial financing of the project, he shall pledge substantially all of his holdings in the Company, assign
his pledges in MedRecycler, LLC, and certain properties held by Mr. Campanella, personally, in order to collateralize the debt
obligations. As consideration for his efforts, the Board of Directors has deemed it fair consideration to issue Mr. Campanella
39,000 shares of MedRecycler-RI, Inc. In addition, MedRecycler-RI, Inc. has engaged the services of Marmac Capital Advisors, LLC
and Eilers Law Group, P.A. to oversee, negotiate and to facility the financing and capital structure MedRecycler-RI, Inc. As neither
party has received compensation for their services, the Board of Directors has deemed it fair consideration to issue Marmac Capital
Advisors, LLC and Eilers Law Group, P.A. 8,000 and 2,000 shares of MedRecycler-RI, Inc. As a result, the Company shall maintain
51% of the ownership of MedRecycler-RI, Inc. through its MedRcycler, LLC holdings.
In
order to secure the financing described herein, Mr. Campanella, Marmac Capital Advisors, LLC and Eilers Law Group, P.A. have further
agreed to pledge, upon funding, 100% of their ownership in MedRecycler-RI, Inc. as well as Mr. Campanella’s assignment of
his pledge from the Company of 100% of the membership interests of MedRecycler, LLC. As a result, 100% of MedRecycler-RI, Inc.
will be pledged, upon funding, to the lending party as security for the note and/or bond.
Item
9.01 Financial Statements and Exhibits.
SIGNATURE
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 hereunto duly authorized.
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Sun Pacific Holding Corp.
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(Registrant)
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Date:
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January
11, 2019
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By:
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/s/
Nicholas Campanella
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Name:
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Nicholas
Campanella
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Title:
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Director
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