Sun Pacific Holding Corp (SNPW)

[karmakaziXpert]

Good Read - Rule 14C-2 filing in full. Do your own due diligence

Public information
http://pdf.secdatabase.com/1469/0001493152-22-007688.pdf

Dear Stockholder:
This Information Statement is furnished to holders of shares of common stock, par value $0.001 per share (the “Common Stock”), of Sun Pacific Holding Corp. (the “Company”). Our Board of Directors (the “Board”) approved on February 18, 2022 and recommended the approval by our stockholders, of the following corporate actions (“Corporate Actions”):

1.
To authorize the Board the Option to effectuate a reverse stock split of our issued and outstanding shares of Common Stock (the “Reverse Stock Split Option”), at the sole discretion of the Board within 12 months of this Information Statement, without the issuance of another Information Statement, within the range of 100:1 through 1000:1. Certain of our stockholders, holding a majority of our voting power on February 18, 2022, (the “Record Date”), approved the Corporate Actions by written consent in lieu of a special meeting of stockholders.

Page 2

We are sending you this Information Statement to inform you of the adoption of the Corporate Actions and the amendment to the Company’s Articles of Incorporation (the “Amendment”), on February 18, 2022, by a vote of stockholders holding a majority of the Company’s voting power. The purpose of this Information Statement is to provide notice that the Company’s majority stockholders, holding an aggregate of 1,500,000,000 votes, representing 70% of the voting power of the Company as of the Record Date, executed a written consent authorizing and approving the following corporate actions (the “Corporate Actions”):
1. The Reverse Stock Split Option;
The Certificate of Amendment to the Company’s Articles of Incorporation for the Corporate Actions is attached hereto as Exhibit A

Page 3

For the approval of the Corporate Actions, the Company received written consents from 1 stockholder of the Company together holding 70% of the voting power of the Company.

Reality

Page 5

APPROVAL OF THE REVERSE STOCK SPLIT OPTION
GENERAL
The Board approved a resolution to give to the Board of Directors of the Company the option to effectuate a reverse stock split
within the range of 100:1 through 1000:1 within 12 months after the filing of this Form 14(c). Our stock price has made it difficult to
attract new investors and potential business candidates. The Board of Directors believes that a reverse stock split will help prepare the
Company to meet the listing requirements of the OTCQB.

Page 6

The Reverse Stock
Split will not affect the shares of Series A Preferred Stock of which 12,000,000 are issued and outstanding and/or the shares of Series C
Preferred Stock of which 275,000 are issued and outstanding. The number of authorized shares of Common Stock and its par value will
not be affected.

Who owns the 12,000,000 Series A shares?
Who owns the 275,000 Series C shares?

Page 8

INTEREST OF CERTAIN PERSONS IN OR IN OPPOSITION TO THE MATTERS TO BE ACTED UPON
No director, executive officer, associate of any officer or director or executive officer, or any other person has any interest, direct or indirect, by security holdings or otherwise, in the amendment to the Certificate of Incorporation referenced herein which is not shared by the majority of the stockholders.

Who are the majority of stockholders?

Page 9

Stockholders of record of the Common Stock as of the exercise of the Reverse Stock Split Option shall have their total shares reduced on the basis of one post-split share of Common Stock for every 100-500 pre-split shares outstanding. This action has been approved by the Board and the written consents of the holders of the majority of the outstanding voting
capital stock of the Company.

It only took one vote. Guess who had the one vote?

Who is for or against a Reverse Split?

Always do your own due diligence.