Sun Pacific Holding Corp (SNPW)

[zeekhoe]

8K filed

As of February 7, 2017, we had outstanding a total of 104,447,564 shares of common stock. Since that date, we have issued an additional 8,059,687 shares of common stock as follows: (i) on or about February 28, 2017 we issued 3,812,306 shares of common stock to one entity pursuant to the conversion of a certain convertible debenture at a conversion price of $0.0015375 per share of common stock, and (ii) on or about April 7, 2017 we issued 4,247,381 shares of common stock to one entity pursuant to the conversion of a certain convertible promissory note at a conversion price of $0.0018 per share of common stock.

The issuances of the above shares of common stock were exempt from the registration requirements of Section 5 of the Securities Act of 1933 (the “Act”) pursuant to Section 4(a)(2) thereto as isolated transactions not involving a public offering. Following the issuances and as of the date of this filing, the Registrant has a total of 112,507,233 shares of common stock issued and outstanding.