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Item 3.03 Material Modification to the Rights of Security Holders.

Pursuant to a Current Report on Form 8-K filed on August 28, 2020, Sun Pacific Holding Corp., (the “Company”) filed a corporate action with FINRA to effectuate a Reverse Stock Split of the Common Stock of the Company and a ratio of 1000:1 (the “Stock Split”). On February 17, 2021, the Board of Directors of the Company (the “Board”) resolved to cancel such corporate action effective immediately. Pursuant to such Board Resolution, the Company contacted FINRA on February 17, 2021 t o cancel the Stock Spli t corporate action, and on February 18, 2021 received confirmation that the corporate action has been cancelled with no action.

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