UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549


FORM 10-Q
(Mark One)

[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018

[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _____ to ______

Commission file number: 333-199452

MINING POWER. GROUP, INC.
(Exact name of registrant as specified in its charter)

	Colorado	46-3289369
	(State of Incorporation)	(IRS Employer ID Number)

20200 Dixie Highway, Suite 906, Miami, FL 33180
(Address of principal executive offices)

(800) 304-2657
(Registrant's Telephone number)

18851 NE 29th Avenue, Suite 700, Aventura, FL 33180
(Former Address and phone of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.
Yes	[ ]		No	[x]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 for Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes	[x]		No	[ ]

SECURITIES AND EXCHANGE COMMISSION

Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[x]
(Do not check if a smaller reporting company)
Emerging growth company	[ x]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Washington, DC 20549

_________________

FORM 10-Q

_________________

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to ___________

Commission file number: 333-199452

MINING POWER GROUP, INC.

(Exact name of registrant as specified in its charter)

Colorado		46-3289369
(State of Incorporation)		(IRS Employer ID Number)

20200 Dixie Highway, Suite 906, Miami, FL 33180

(Address of principal executive offices)

(800) 304-2657

(Registrant's Telephone number)

18851 NE 29th Avenue, Suite 700, Aventura, FL 33180

(Former Address and phone of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.

Yes [x] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 for Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [x] No [ ]

Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

[_]

[x]

Indicate the number of share outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

As of ~~August~~March 174, ~~2018~~2019, there were 55136,~~422~~965,~~377~~ 896 shares of the registrant’s common stock issued and outstanding.

TABLE OF CONTENTS

TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION		Page

Item 1	Condensed Consolidated Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets – September 30, 2018 and December 31, 2017 (Unaudited)	5
	Condensed Consolidated Statements of Operations – Three and Nine months ended September 30, 2018 and 2017 (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows -Nine months ended September 30, 2018 and 2017 (Unaudited)	8
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	10
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3	Quantitative and Qualitative Disclosures about Market Risk- Not Applicable	25
Item 4	Controls and Procedures	25

	PART II- OTHER INFORMATION

Item 1	Legal Proceeding	25
Item 1A	Risk Factors - Not Applicable	26
Item 2	Unregistered Sales of Equity. Securities and Use of Proceeds	26
Item 3	Defaults on Senior Securities - Not Applicable	26
Item 4	Mine Safety. Disclosure - Not Applicable	26
Item 5	Other Information	26
Item 6	Exhibits	27
	Signatures	28

	PART 1 – FINANCIAL INFORMATION	Page
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets –December 31, 2017 and June 30, 2018	5
	Condensed Consolidated Statements of Operations - Six months ended June 30, 2018 and 2017	6
	Condensed Consolidated Statements of Cash Flows – Six months ended June 30, 2018 and 2017	7
	Notes to the Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk – Not Applicable	18
Item 4.	Controls and Procedures	18
	PART II- OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors- Not Applicable	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities – Not Applicable	19
Item 4.	Mine Safety Disclosure – Not Applicable	19
Item 5.	Other Information	19
Item 6.	Exhibits	20
	Signatures	20

Table of Contents

PART I – FINANCIAL INFORMATION Item 1. Financial Statements

~~Item 1. Financial Statements~~4

4Table of Contents

Table of Contents

Mining Power Group, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
	September 30, 2018		December 31, 2017

ASSETS
Current assets
Cash and cash equivalents	$	235,843	$	—
Accounts receivable, net		38,890		—
Prepaid expenses		12,200		4,500
Other assets - cryptocurrencies		239,016		—
Assets of discontinued operations		—		498
Total current assets		525,949		4,998
PROPERTY & EQUIPMENT, NET		1,469,537		—
Total assets		1,995,486	$	4,998

LIABILITES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	51,387	$	—
Accrued expenses		5,080		—
Accrued interest		27,755		11,917
Payroll liabilities		25,888		—
Derivative liability		1,862,832		4,454,993
Convertible notes payable, net of discounts of $615,110 and $190,634		94,890		30,040

Convertible notes payable - related party, net of discounts of $ 43,481 and $0		13,673		—

Related party loans		325,527		—
Auto loans, current portion		42,223		—
Loans payable		714,900		—
Deferred revenue		599,238		—
Total current liabilities		3,763,393		4,496,950
Long Term Liabilities
Auto loans, non-current portion		86,582		—
Total Long-Term Liabilities		86,582		—
Total liabilities		3,849,975		4,496,950

Mining Power Group, Inc.
Condensed Consolidated Balance Sheets
	June 30, 2018			December 31, 2017
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	453		$	—
Prepaid expenses		4,500			4,500
Assets of discontinued operations		—			498
Total current assets		4,953			4,998
Total assets	$	4,953		$	4,998
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accrued interest	$	35,135		$	11,917
Derivative liability		416,967			4,454,993
Convertible notes payable, net of discounts of $ 7,271 and $190,634		129,218			30,040
Convertible notes payable - related party net of discounts of 38,071 and $0		1,929			—
Related party loans		54,401			—
Total current liabilities		637,650			4,496,950
Total liabilities		637,650			4,496,950
Commitments and Contingencies
Series A Convertible Preferred stock: $0.0001 par value: 1,000,000 shares authorized: 963,000 and 1,000,000 shares issued and outstanding at June 30, 2018 and at December 31, 2017 respectively		121,300			125,000
Shareholders’ equity (deficit)
Preferred stock other designations: $0.0001 par value: 10,000,000 shares authorized: 0 and 0 shares issued and outstanding at June 30, 2018 and December 31,2017 respectively		—			—
Common stock: $0.0001 par value: 100,000,000 shares authorized:43,758,204 and 3,915,769 shares issued and outstanding at June 30, 2018 and December 31, 2017 respectively		4,376			392
Additional Paid in Capital		668,238			605,615
Accumulated deficit		(1,426,611	)		(5,222,959	)
Total shareholders’ equity (deficit)		(753,996	)		(4,616,952	)
Total liabilities and shareholders’ equity (deficit)	$	4,953		$	4,998

~~See accompanying~~Table ~~notes~~of ~~to the condensed unaudited financial statements.~~Contents

Commitments and Contingencies
Shareholders’ equity (deficit)
Series A Convertible Preferred stock: $0.0001 par value: 1,000,000 shares authorized: 953,000 and 1,000,000 shares issued and outstanding at September 30, 2018 and at December 31, 2017 respectively		95			100


Non-Controlling interest		(179,126	)		—
Preferred stock other designations: $0.0001 par value: 10,000,000 shares authorized: 0 and 0 shares issued and outstanding at September 30, 2018 and December 31,2017 respectively		—			—

Common stock: $0.0001 par value: 100,000,000 shares authorized:59,303,654 and 3,915,769 shares issued and outstanding at September 30, 2018 and December 31, 2017 respectively		5,930			392

Additional paid-in capital		1,130,642			730,515
Accumulated deficit		(2,812,030	)		(5,222,959	)
Total shareholders’ equity (deficit)		(1,854,489	)		(4,491,952	)
Total liabilities and shareholders’ equity (deficit)	$	1,995,486		$	4,998

~~Table~~See ofaccompanying ~~Contents~~notes to the condensed consolidated unaudited financial statements.

Mining Power Group, Inc.
Condensed Consolidated Statements of Operation
(Unaudited)
	For the three months ended						For the six months ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
REVENUES	$	—		$	—		$	—		$	—
COST OF SALES		—			—			—			—
GROSS PROFIT		—			—			—			—
Operating Expenses
General and Administrative expenses		30			—			9,781			—
Officers Compensation		—			—			14,000			—
Professional Fees		15,618			—			30,167			—
Total operating expense		15,648			—			53,948			—
Loss from operations		(15,648	)		—			(53,948	)		—
OTHER INCOME (EXPENSES)
Interest Expense and amortization of debt discount		(74,573	)		(7,969	)		(226,982	)		(8,266	)
Change in fair value of derivative liability		(173,166	)		514,616			4,078,026			438,792
Fixed Asset Write-off		—			—			(498	)		—
Beneficial conversion feature and derivative Interest		—			(403,851	)		—			(512,403	)
Subscription receivable write off		(250	)		—			(250	)		—
Total other income (expense)		(247,989	)		102,796			3,850,296			(81,877	)
Income (Loss) from continuing operations		(263,637	)		102,796			3,796,348			(81,877	)
Income (Loss) from discontinued operations		—			(154,063	)		—			(267,600	)
NET INCOME (LOSS)	$	(263,637	)	$	(51,267	)	$	3,796,348		$	(349,477	)
Net income (loss) per share applicable to common stockholders - basic (continuing operations)	$	(0.01	)	$	0.04		$	0.11		$	(0.03	)
Net income (loss) per share applicable to common stockholders - basic (discontinued operations)	$	0.00		$	(0.06	)	$	0.00		$	(0.10	)
Net income (loss) per share applicable to common stockholders - diluted (continuing operations)	$	(0.01	)	$	0.04		$	0.00		$	(0.03	)
Net income (loss) per share applicable to common stockholders - diluted (discontinued operations)	$	0.00		$	(0.06	)	$	0.00		$	(0.10	)
Weighted average number of common shares outstanding - basic		42,787,728			2,712,980			33,852,073			2,688,865
Weighted average number of common shares outstanding - diluted		42,787,728			2,712,980			998,371,855			2,688,865

~~See accompanying~~Table ~~notes~~of ~~to the condensed unaudited financial statements.~~Contents

Mining Power Group, Inc.
Condensed Consolidated Statements of Operation
(Unaudited)

	For the three months ended						For the nine months ended
	September 30, 2018			September 30, 2017			September 30, 2018			September 30, 2017


REVENUES	$	185,869		$	—		$	185,869		$	—
COST OF SALES		145,428			—			145,428			—
GROSS PROFIT		40,441			—			40,441			—
General and administrative expenses		484,085			—			538,033			—
Depreciation expense		7,734			—			7,734			—
Total operating expense		491,819			—			545,767			—
Loss from operations		(451,378	)		—			(505,326	)		—
OTHER INCOME (EXPENSES)
Interest expense and amortization of debt discount		(331,270	)		(19,012	)		(680,413	)		(27,278	)
Change in fair value of derivative liability		1,101,759			(370,306	)		8,398,544			(443,917	)
Beneficial conversion feature and derivative interest		(1,409,311	)		—			(5,091,530	)		—
Gain (loss) on cryptocurrency		(26,028	)		—			(26,028	)		—
Fixed asset write-off		—			—			(498	)		—
Gain on extinguishment of debt		—			—			137,054			—
Subscription receivable write-off		250			—			—			—

Total other income (expense)		(664,600	)		(389,318	)		2,737,129			(471,195	)
Income (Loss) from continuing operations		(1,115,978	)		(389,318	)		2,231,803			(471,195	)

Income (Loss) from discontinued operations		—			(46,977	)		—			(314,575	)

NET INCOME (LOSS)	$	(1,115,978	)	$	(436,295	)	$	2,231,803		$	(785,770	)
Less: Income (loss) attributable to non-controlling interest		(179,126	)		—			(179,126	)		—

Net income (loss) attributable to Mining Power shareholders	$	(936,852	)	$	(436,295	)	$	2,410,929		$	(785,770	)
Net income (loss) per share applicable to common stockholders - basic (continuing operations)	$	(0.02	)	$	(0.16	)	$	0.06		$	(0.17	)

Net income (loss) per share applicable to common stockholders - basic (discontinued operations)	$	0.00		$	(0.02	)	$	0.00		$	(0.12	)

Net income (loss) per share applicable to common stockholders - diluted (continuing operations)	$	(0.02	)	$	(0.16	)	$	0.06		$	(0.17	)

Net income (loss) per share applicable to common stockholders - diluted (discontinued operations)	$	(0.02	)	$	(0.02	)	$	0.00		$	(0.12	)

Weighted average number of common shares outstanding - basic		55,215,525			2,789,067			41,328,152			2,722,751

Weighted average number of common shares outstanding - diluted		1,1016,954,348			2,789,067			1,003,066,976			2,722,751

~~Table~~See ofaccompanying ~~Contents~~notes to the condensed consolidated unaudited financial statements.

Mining Power Group, Inc. (Formerly known as Rich Cigars, Inc.) Condensed Consolidated Statements of Cash Flows (Unaudited)
	Six months ended
	June 30, 2018			June 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) from continuing operations	$	3,796,348		$	(81,877	)
Adjustment to reconcile net loss to net cash used in operating activities
Fixed assets write off		498
Beneficial conversion feature and derivative interest		—			512,403
(Gain) on derivative liability		(4,078,026	)		(438,792	)
Amortization of debt discount
Amortization of discount on convertible notes payable		201,484			4,329
Change in assets and liabilities
Accrued interest		25,498			—
Net cash used in operating activities - continuing operations		(54,198	)		(3,937	)
Net cash used in operating activities - discontinued operations		—			(240,923	)
Net cash used in operating activities		(54,198	)		(244,860	)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from related party loans		54,401			—
Subscription receivable write off		250			—
Net cash provided by financing activities – continued operations		54,651			240,600
Net cash provided by financing activities – discontinued operations		—			—
Net cash provided by financing activities		54,651			240,600
NET CHANGE IN CASH		453			(4,260	)
CASH, beginning of period		—			4,260
CASH, end of period	$	453		$	—
SUPPLEMENTAL DISCLOSURE
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—
NON-CASH INVESTING AND FINANCING ACTIVITIES
Stock subscription receivable	$	—		$	10,000
Issuance of shares of common stock for convertible debt	$	64,998		$	—
Issuance of shares of common stock for conversion of preferred stock	$	3,700		$	—

~~See accompanying~~Table ~~notes~~of ~~to the condensed unaudited financial statements.~~Contents

Mining Power Group, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

	Nine months ended
	September 30, 2018			September 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	2,231,803		$	(471,195	)
Adjustment to reconcile net income to net cash provided by operating activities:
Change in fair value of derivative liability		(8,398,544	)		(68,486	)
Beneficial conversion feature and derivative interest		5,091,530			512,403
Stock issued for services		15			—
Fixed assets written off		498			—
Gain on extinguishment of debt		(137,054	)		—
Amortization of debt discount		425,885			18,410
Depreciation and amortization expense		7,734			—
Loss on cryptocurrency		26,028			—
Default penalty interest on convertible notes		213,414			—
Change in operating assets and liabilities:
Accounts receivable		(38,890	)		—
Prepaid expenses		(7,700	)		—
Other current assets		(265,044	)		—
Accounts payable and accrued expenses		92,582			—
Payroll liability		25,888			—
Deferred revenue		599,238			—
Net cash provided by operating activities - continuing operations		(132,617	)		(8,868	)
Net cash provided by operating activities - discontinued operations		—			(241,682	)
Net cash provided by operating activities		(132,617	)		(250,550	)

~~Table of Contents~~8

~~Notes~~Table toof ~~the Condensed Consolidated Financial Statements~~Contents

June 30, 2018 (Unaudited)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for asset acquisitions		(633,567	)		—
Net cash used in investing activities - continuing operations		(633,567	)		—
Net cash used in investing activities - discontinued operations		—			—
Net cash used in investing activities		(633,567	)		—
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party loans		344,401			—
Repayment of related party loans		(18,874	)		—
Proceeds from convertible debt		676,500			192,500
Net cash provided by financing activities - continuing operations		1,002,027			192,500
Net cash provided by financing activities - discontinued operations		—			53,790
Net Cash provided by financing activities		1,002,027			246,290

NET CHANGE IN CASH		235,843			(4,260	)
Cash, beginning of period		—			4,260
Cash, end of period	$	235,843		$	—

NON-CASH INVESTING AND FINANCING ACTIVITIES
Issuance of shares of common stock for convertible debt	$	407,985		$	—
Issuance of shares of common stock for conversion of preferred stock	$	4,700		$	—
Cancellation of common shares	$	2,340		$	—
Loans issued to acquire fixed assets	$	843,705		$	—
Derivative liabilities recognized as debt discount	$	716,500		$	—
Replacement of convertible note to convertible note - related parties	$	74,084		$	—

SUPPLEMENTAL DISCLOSURES:
Cash paid for income taxes	$	—		$	—
Cash paid for interest	$	—		$	—

~~NOTE~~ See l:accompanying ~~NATURE~~notes OFto ~~ORGANIZATION~~the condensed consolidated unaudited financial statements.

Mining Power Group, Inc. formerly known as Rich Cigars, Inc. (the "Company") was a Florida Corporation incorporated on July 29, 2013, and was established to manufacture and distribute high-quality, hand rolled, premium cigars under the Rich Cigars brand name. The Company had branded custom cigars to be sold via the internet and through retail locations. The Company's primary operations are currently in the Miami, Florida area, and management intends to conduct our business principally in the U.S. through our own sales and marketing team.9

InTable ~~November 2017, the Company underwent a change in control and became a Colorado corporation. As a result~~ of this change, the Company changed the business name to Intercontinental Technology, Inc. in order to reflect a change in the Company's direction and overall strategy. The Company's new strategic direction will be to focus on the acquisition, development, and marketing of proprietary patented products that are readily marketable internationally, and at the same time, its entering the business of cryptocurrency mining by the ownership of multiple cryptocurrency mining machines.Contents

OnNotes ~~December 26, 2017, the Company completed a reorganization. Rich Cigars, Inc., having been renamed~~ to ~~RCGR SUB, Inc., became a direct, wholly-owned subsidiary of a newly formed Delaware corporation, First Intercontinental Technology, Inc. First Intercontinental Technology, Inc. was then considered~~ the ~~parent~~Condensed ~~and is now the public entity. Additionally, another Delaware corporate was formed, Intercontinental Services,~~Consolidated ~~Inc.~~Financial As of the effective time of the merger, all outstanding shares of common stock and preferred stock of Rich Cigars, Inc. were automatically converted into identical shares of common stock or preferred stock in the parent on a one-for-one basis.Statements

OnSeptember ~~February 16~~30, 2018, the Company's Board of Directors voted to annul and vitiate the series of transactions in Delaware by filing certificates of correction with Delaware's Secretary of State. On February 21, 2018, the Company amended and restated the Articles of incorporation in order to change the Company's name to Mining Power Group, Inc.(Unaudited)

NOTE 2l: ~~MARCH~~NATURE ~~2018~~OF ~~Q1 10Q RESTATEMENT~~ORGANIZATION

OnMining ~~February~~Power 16Group, ~~2018,~~Inc. ~~the~~formerly ~~Company~~known ~~issued~~as 2Rich Cigars,~~000,000~~ ~~shares~~Inc. of(the ~~common~~"Company") ~~stock~~was ~~valued~~a atFlorida ~~the~~Corporation ~~conversion~~incorporated ~~price~~on ofJuly ~~$0.01963.~~29, ~~The~~2013, ~~shares~~and ~~were~~was ~~issued in~~established ~~exchange~~to ~~for~~manufacture ~~$39,250~~and ~~for~~distribute ahigh-quality, ~~certain~~hand ~~Convertible Promissory Note~~rolled, ~~dated~~premium ~~March~~cigars ~~27,~~under ~~2017~~the ~~between~~ Rich Cigars, ~~Inc~~brand ~~and~~name. ~~Crown~~The Company had branded ~~Bridge~~custom ~~Partners,~~cigars ~~LLC~~to ~~which~~be sold via the ~~note~~internet toand ~~D&D~~through ~~Capital,~~retail ~~Inc,~~locations. ~~who~~The ~~submitted~~Company's ~~the~~primary ~~Conversion~~operations ~~Notice. On~~are ~~April~~currently through ~~16,~~Northway ~~2018~~Mining, ~~D&D~~LLC ~~Capital,~~(a ~~Inc.~~New ~~cancelled~~York ~~the~~limited ~~share~~liability ~~issuance~~corporation) ~~and~~as ~~returned~~a ~~the~~data ~~2,000,000~~center ~~shares. As~~for athird ~~result~~parties’ ofcryptomining ~~the~~processes ~~cancellation,~~located ~~the~~in ~~Company~~New ~~will~~York ~~file~~State, anin ~~amendment~~which ofthe ~~its~~Company ~~10-Q~~has ~~filed~~a ~~for~~majority ~~the~~interest ~~period~~(55%) ~~ended~~acquired ~~March~~on 31August 1, 2018. Management intends to conduct ~~reflect~~our business principally in the ~~cancellation~~ U.S.

~~NOTE~~Northway 3:Mining, ~~GOING~~LLC’s ~~CONCERN~~(“NWM”), core business is providing hosting services for third parties’ cryptomining processes. These third parties offer security services including continuous camera recording, night-vision, motion activation, and automatic text notification to onsite staff.

~~These~~In ~~condensed~~November ~~consolidated~~2017, ~~financial~~the Company underwent ~~statements~~a ~~have~~change ~~been~~in ~~prepared~~control onand became a ~~going~~Colorado ~~concern~~corporation. ~~basis~~As ~~which~~a ~~contemplates~~result ~~the~~of ~~realization~~this ofchange, ~~assets~~the ~~and~~Company changed the ~~satisfaction~~business ofname ~~liabilities~~to Intercontinental Technology, Inc. in ~~the~~order ~~normal~~to ~~course~~reflect ofa ~~business~~change ~~for~~in the ~~foreseeable~~Company's ~~future~~direction and overall strategy. AsThe ofCompany's ~~June~~strategic 30direction was to focus on the acquisition, ~~2018~~development, ~~the~~and ~~Company~~marketing ~~has~~of ~~incurred~~proprietary anpatented ~~accumulated~~products ~~deficit of~~that $are ~~1,426,611~~readily ~~since~~marketable ~~inception.~~internationally, and ~~This~~at ~~raises~~the ~~substantial~~same ~~doubt~~time, ~~about~~enter the ~~Company's~~business ~~ability~~of tocryptocurrency ~~continue~~mining asby athe ~~going~~ownership ~~concern~~of multiple cryptocurrency mining machines.

~~Management's~~On ~~plans~~December ~~include~~26, ~~raising capital~~2017, ~~through~~ the ~~equity~~Company completed ~~markets~~a toreorganization. ~~fund~~Rich ~~operations~~Cigars, ~~and~~Inc., ~~eventually~~having ~~generating~~been ofrenamed ~~revenue~~to ~~through~~RCGR ~~its~~SUB, ~~business;~~Inc., ~~however~~became a direct, ~~there~~wholly-owned subsidiary ~~can~~of bea nonewly-formed ~~assurance~~Delaware ~~that~~corporation, ~~the~~First ~~Company~~Intercontinental ~~will~~Technology, beInc., ~~successful~~which. inwas ~~such~~then ~~activities~~considered the parent and public entity. ~~These~~Additionally, ~~consolidated~~another ~~financial~~Delaware ~~statements~~corporation dowas ~~not~~formed, ~~include any~~Intercontinental ~~adjustments~~Services, ~~relating~~Inc. toAs of the ~~recovery~~effective date of the reorganization, ~~recorded~~all ~~assets~~outstanding orshares ~~the~~of ~~classifications~~common stock and preferred stock of ~~the~~Rich ~~liabilities~~Cigars, ~~that~~Inc. ~~might~~were beautomatically ~~necessary~~converted into ~~should~~identical ~~the~~shares ~~Company~~of becommon ~~unable~~stock toor ~~continue~~preferred asstock in the parent on a ~~going~~one-for-one ~~concern~~basis.

~~NOTE~~On 4:February ~~DISCONTINUED~~16, ~~OPERATIONS~~2018, the Company's Board of Directors voted to annul and vitiate the series of transactions in Delaware by filing certificates of correction with Delaware's Secretary of State. As a result, Intercontinental Technology, Inc. and First Intercontinental Technology, Inc. were dissolved and all ownership reverted back to equity shares in RCGR SUB, Inc. On February 21, 2018, the Company amended and restated its Articles of Incorporation in order to change the Company's name from RCGR SUB, Inc. to Mining Power Group, Inc.

OnNOTE ~~November~~2: ~~27,~~GOING ~~2017,~~CONCERN the Company entered into a Subscription Agreement for the purchase of 1,000,000 shares of restricted Series A Convertible Preferred Supermajority voting stock Pursuant to this agreement, the Company announced a shift in the strategic focus.

AsThese acondensed ~~result~~consolidated offinancial statements ~~this~~have ~~shift,~~been ~~the~~prepared ~~Company has~~on ~~recognized~~ a ~~cessation~~going ofconcern itbasis ~~business~~which ~~operations~~contemplates ~~for~~the ~~Rich~~realization ~~Cigars~~of inassets ~~accordance~~and ~~with~~the ~~Accounting~~satisfaction ~~Standards~~of ~~Codification (ASC)~~liabilities ~~205-20,~~in ~~Discontinued Operations. As such,~~ the ~~historical~~normal ~~results~~course of ~~the~~business ~~Company~~for ~~have~~the ~~been~~foreseeable ~~classified as discontinued operations~~future. As of ~~the~~September ~~year ended December 31~~30, ~~2017~~2018, ~~assets~~the ofCompany ~~discontinued~~has ~~operations~~an ~~consisted~~accumulated deficit of $ ~~property~~2,812,030 ~~and~~since ~~equipment of $498~~inception. AsThis ofraises ~~the period~~substantial ~~ended~~doubt ~~June~~about ~~30,~~the ~~2018~~Company's ~~all~~ability ~~property~~to ~~and~~continue ~~equipment~~as ~~was~~a ~~written-off~~going concern.

8Management's plans include raising capital through the equity markets to fund operations and eventually generate revenue through its business; however, there can be no assurance that the Company will be successful in such activities. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.

~~Table~~NOTE of3: ~~Contents~~DISCONTINUED OPERATIONS

~~Results~~On ofNovember ~~the~~27, ~~discontinued~~2017, ~~operations~~the Company ~~for~~entered into a Subscription Agreement with Mr. Dror Svorai, the ~~six~~current ~~months~~CEO ~~ended~~of ~~June~~the 30Company, ~~2018~~for ~~and~~the ~~2017~~purchase ~~are~~of as1,000,000 ~~follows:~~shares of restricted Series A Convertible Preferred Supermajority

	Three Months Ended June 30 2018		Three Months Ended June 30 2017			Six Months Ended June 30 2018		Six Months Ended June 30 2017
REVENUES	$	—	$	2,109		$	—	$	4,606
COST OF SALES		—		731			—		2,382
GROSS PROFIT		—		1,378			—		2,224
OPERATING EXPENSES
Accounting and Audit		—		—			—		6,704
Amortization Expense		—		425			—		850
Depreciation Expenses		—		107			—		214
Legal Fees		—		3,390			—		23,670
Marketing Expense		—		30,333					32,095
Meal and Entertainment		—		5,751			—		10,544
Officers Compensation		—		48,183			—		73,648
Other General and Administrative		—		20,347			—		25,249
Professional Fees		—		19,051			—		47,963
Transfer Agent Fees		—		1,381			—		3,051
Travel Expense		—		26,473			—		45,836
Total operating income (expenses)		—		155,441			—		269,824
Income (loss) from operations	$	—	$	(154,063	)	$	—	$	(267,600	)

~~Cash~~Table ~~from~~of ~~discontinued operations for the six months ended June 30, 2018 and 2017 are as follows:~~Contents

	Six Months Ended June 30 2018		Six Months Ended June 30 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss) from operations	$	—	$	(267,600	)
Adjustments to reconcile net loss to net cash
Depreciation and Amortization		—		1,064
Stock issued for services		—		10,000
Change in assets and liabilities:
Accounts receivable		—		—
Prepaid expenses		—		(17,152	)
Inventory		—		13,179
Accounts payable and accrued expenses		—		19,586
Net cash used in operating activities	$	—	$	(240,923	)

voting stock. Pursuant to this agreement, the Company announced a shift in the strategic focus by which the Company has recognized a cessation of it business operations of Rich Cigars in accordance with Accounting Standards Codification (ASC) 205-20 Discontinued Operations. As such, the historical results of the Company have been classified as discontinued operations. As of the year ended December 31, 2017, assets of discontinued operations consisted of property and equipment of $498. As of the period ended September 30, 2018 all property and equipment was written off.

~~NOTE~~Results 5:of ~~SUMMARY~~the OFdiscontinued ~~SIGNIFICANT~~operations for the ~~ACCOUNT~~nine ~~POLICIES~~months ended September 30, 2018 and 2017 are as follows:

Principles of Consolidation

	Three Months Ended September 30, 2018		Three Months Ended September 30, 2017			Nine Months Ended September 30, 2018		Nine Months Ended September 30, 2017

REVENUES	$	—	$	—		$	—	$	4,606
COST OF SALES		—		—			—		2,382

GROSS PROFIT		—		—			—		2,224

OPERATING EXPENSES
Amortization Expense		—		425			—		1,275
Depreciation Expenses		—		106			—		320
Marketing Expense		—		—			—		32,095
Other General and Administrative		—		46,446			—		283,109
Total operating income (expenses)		—		46,977			—		316,799
Income (loss) from operations	$	—	$	(46,977	)	$	—	$	(314,575	)

The accompanying consolidated financial statements of Mining Power Group, Inc. (formerly Rich Cigars, Inc.) includes its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

	Nine Months Ended September 30, 2018		Nine Months Ended September 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss from operations	$	—	$	(314,575	)
Adjustments to reconcile net loss to net cash
Depreciation and Amortization		—		1,595
Stock issued for services		—		20,000
Change in assets and liabilities:
Prepaid expenses		—		(7,861	)
Inventory		—		13,338
Accounts payable and accrued expenses		—		45,821
Net cash used in operating activities	$	—	$	(241,682	)
CASH FLOWS FROM FINANCING ACTIVITIES
Shareholder Contributions	$	—	$	53,790
Net cash used in financing activities	$	—	$	53,790

Accounting policies refer to specific accounting principles and the methods of applying those principles to fairly present the company's financial position and results of operations in accordance with generally accepted accounting principles. The policies discussed below include those that management has determined to be the most appropriate in preparing the company's financial statements and are not discussed in a separate footnote.11

9Table of Contents

~~Table~~NOTE of4: ~~Contents~~SUMMARY OF SIGNIFICANT ACCOUNT POLICIES

~~Certain~~Principles ~~prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results~~ of ~~operations.~~Consolidation This change in classification does not materially affect previously reported cash flows from operations or from financing activities in the Statement of Cash Flows and had no effect on the previously reported Statement of Operations for any period.

~~Basis~~The accompanying consolidated financial statements of ~~Presentation~~Mining Power Group, Inc. (formerly Rich Cigars, Inc.) includes the accounts of Mining Power Group and its subsidiary Northway Mining, LLC, which is controlled and owned 55% by Mining Power Group, Inc.

~~The~~All ~~accompanying~~of ~~financial statements have been prepared by~~ the ~~Company~~equity ininterests ~~accordance with Generally Accepted Accounting Principles (“GAAP”)~~ in ~~the United~~Northway ~~States~~Mining ofnot ~~America.~~held Inby the ~~opinion~~Company ofare ~~management,~~reflected ~~all~~as ~~adjustments~~non-controlling ~~(which~~interests. ~~include~~In ~~only normal recurring adjustments) necessary to present fairly~~ the ~~financial~~consolidated ~~position,~~statements ~~results~~ of operations ~~and cash flows at June 30~~, ~~2018~~we ~~and 2017 and for the periods then~~allocate ~~ended~~net ~~have~~income ~~been~~(loss) ~~made.~~attributable ~~Certain~~to ~~information~~non-controlling ~~and~~interests ~~footnote~~to ~~disclosures~~arrive ~~normally~~at ~~included~~net inincome ~~financial~~(loss) ~~statements~~attributable ~~prepared~~to ~~in accordance with U.S. generally accepted accounting principles have been condensed or omitted. The Company suggests these condensed financial statements be read in conjunction with~~ the ~~December 31, 2017 audited financial statements and notes thereto included in the~~ Company~~’s Form 10-K~~. ~~The results of operations for the period ended June 30, 2018 are not necessarily indicative of the operating results for the full year.~~

~~Use of Estimates~~ Reclassification

~~The~~Certain ~~preparation~~prior ofyear ~~consolidated~~amounts have ~~financial~~been ~~statements~~reclassified infor ~~conformity~~consistency with ~~GAAP~~the ~~requires~~current ~~management~~period topresentation. ~~adopt~~These ~~accounting~~reclassifications ~~policies~~had ~~and~~no ~~make~~effect ~~estimates~~on ~~and~~the ~~assumptions~~reported results ~~that~~of operations. This change in classification does not materially affect ~~amounts~~previously reported cash flows from operations or from financing activities in the ~~consolidated~~Statement ~~financial~~of ~~statements~~Cash Flows and had no effect on the previously reported Statement of Operations for any period. Currently, the Company presents the convertible Series A preferred stock as part of permanent equity instead of the mezzanine section of the balance sheet.

~~Cash~~Basis ~~and~~of ~~Cash~~Presentation ~~Equivalents~~

The accompanying financial statements have been prepared by the Company ~~considers~~in ~~all~~accordance ~~investments~~ with aGenerally ~~maturity~~Accepted ~~date~~Accounting Principles ("GAAP") in the United States of ~~three~~America. ~~months~~In orthe ~~less~~opinion ~~when~~of ~~purchased~~management, all adjustments (which include only normal recurring adjustments) necessary to present befairly the financial position, results of operations and cash ~~equivalents~~flows have been made for the periods ended September 30, 2018 and 2017. Certain information and footnote disclosures normally included in financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Company ~~had~~suggests ~~cash~~these condensed financial statements be read in conjunction with the ~~amount~~December 31, 2017 audited financial statements and notes thereto included in the Company's Form 10-K. The results of ~~$453~~operations ~~and~~for $0the asperiod ~~June~~ended September 30, 2018 ~~and~~are ~~December~~not ~~31,~~necessarily ~~2017~~indicative ~~respectively~~of the operating results for the full year.

~~Beneficial~~Use ~~Conversion~~of ~~Feature~~Estimates

IfThe ~~the~~preparation ~~conversion features~~ of ~~conventional~~consolidated ~~convertible~~financial ~~debt~~statements ~~provide~~in ~~for~~conformity awith ~~rate~~GAAP ofrequires ~~conversion~~management ~~that is below market value at issuance, this feature is characterized as a beneficial conversion feature ("BCF"). A BCF is recorded by the Company as a debt discount pursuant~~ to ~~Financial~~adopt ~~Accounting~~accounting ~~Standards Board~~policies ~~("FASB") Accounting Standards Codification ("ASC") Topic 470-20 Debt with Conversion~~ and ~~Other~~make ~~Options. In~~estimates ~~those circumstances, the convertible debt is recorded net of the discount related to the BCF,~~ and ~~the Company amortizes~~assumptions ~~the~~that ~~discount~~affect toamounts ~~interest~~reported ~~expense~~in ~~over~~ the ~~life~~consolidated offinancial ~~the debt using the effective interest method~~statements.

~~Embedded~~Carrying ~~Conversion~~Value, ~~Features~~Recoverability and Impairment of Long-Lived Assets

The Company’s ~~evaluates~~long-lived ~~embedded conversion~~assets, ~~features~~which ~~within~~include ~~convertible~~property ~~debt~~and ~~under~~equipment ~~ASC 815 "Derivatives~~ and ~~Hedging"~~intangible toassets, ~~determine~~are ~~whether~~reviewed ~~the embedded conversion feature(s) should be bifurcated from the host instrument and accounted~~ for asimpairment awhenever ~~derivative~~events ator ~~fair value with~~ changes in ~~fair value~~circumstances ~~recorded~~indicate inthat ~~earnings. If~~ the ~~conversion~~carrying ~~feature~~amount ~~does~~of ~~not~~an ~~require~~asset ~~derivative~~may ~~treatment~~not ~~under~~be ~~ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial conversion features~~recoverable.

~~Derivative~~Cash ~~Financial~~and ~~Instruments~~ Cash Equivalents

~~Fair~~The ~~value~~Company ~~accounting~~considers ~~requires~~all ~~bifurcation~~investments ofwith ~~embedded~~a ~~derivative~~maturity ~~instruments~~date ~~such~~of asthree ~~conversion~~months ~~features in convertible debt~~ or ~~equity~~less ~~instruments,~~when ~~and~~purchased ~~measurement~~to ofbe ~~their fair~~cash ~~value for accounting purposes~~equivalents. InThe ~~determining the appropriate fair value, the~~ Company ~~uses~~had ~~the~~cash ~~Black-Scholes option-pricing model~~ in ~~assessing~~ the ~~convertible~~amount ~~debt~~of ~~instruments~~$235, ~~management determines if the convertible debt host instrument is conventional~~843 ~~convertible debt~~ and ~~further~~$0 ifat ~~there~~September is30, a2018 ~~beneficial~~and ~~conversion~~December ~~feature~~31, ~~requiring measurement. If the instrument is not considered conventional convertible debt~~2017, ~~the Company will continue its evaluation process of these instruments as derivative financial instruments~~respectively.

~~Once~~Accounts ~~determined,~~Receivable ~~derivative~~and ~~liabilities~~Allowance ~~are~~for ~~adjusted~~Doubtful to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black Scholes option-pricing model.Accounts

~~Revenue~~Accounts ~~Recognition~~receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer-specific facts and general economic conditions that may affect a client’s ability to pay.

~~The Company recognizes revenue on arrangements in accordance with ASC 606 Revenue Recognition.~~12

10Table of Contents

~~Table~~Account balances are charged off against the allowance after all means of ~~Contents~~collection have been exhausted and the potential for recovery is considered remote. The Company determines when receivables are past due or delinquent based on how recently payments have been received. The Company set up an allowance for doubtful accounts and recorded $57,246 as bad debt expense.

~~Income Taxes~~ Cryptocurrencies

~~Deferred~~The ~~tax~~Company ~~assets~~receives ~~and liabilities~~cryptocurrencies ~~are~~from ~~recognized~~its ~~for~~customers ~~the~~as ~~future~~a ~~tax~~form ~~consequences attributable to differences between the financial statement carrying amounts~~ of ~~existing~~ ~~assets~~payment and ~~liabilities~~converts ~~and~~them ~~their~~into ~~respective~~cash ~~tax~~in ~~bases.~~less ~~Additionally,~~than ~~the~~3 ~~recognition~~months offrom ~~future~~receipt. ~~tax~~The ~~benefits,~~Company ~~such~~accounts ~~as net~~for ~~operating~~its ~~loss~~cryptocurrencies ~~carryforwards,~~as isindefinite-lived ~~required~~intangible toassets ~~the~~at ~~extent~~historical ~~that~~loss ~~realization~~less ofimpairment ~~such~~in ~~benefits~~accordance iswith ~~more~~ASC ~~likely~~350 ~~than not. Deferred tax~~Intangibles ~~assets~~- Goodwill and ~~liabilities~~Other. ~~are~~As ~~determined~~of ~~using~~September ~~enacted~~30, ~~tax~~2018 ~~rates~~and ~~expected~~December to31, ~~apply~~2017, tothe ~~taxable~~fair ~~income~~value inof ~~the~~cryptocurrencies ~~years~~was in$239,016 ~~which~~and ~~the assets~~$0, ~~and~~respectively, ~~liabilities~~which ~~are~~resulted ~~expected~~in toimpairment beloss ~~recovered~~of or$26,028 ~~settled. The effect on deferred tax assets~~ and ~~liabilities~~$0 offor athe ~~change~~nine inmonths ~~tax~~ended ~~rates is~~September ~~recognized~~30, in2018 ~~income~~and ~~tax~~2017, ~~expense in the period that includes the enactment date~~respectively.

InProperty ~~the event the future tax consequences of differences between the financial reporting bases~~ and ~~the~~Equipment tax bases of the Company's assets and liabilities result in deferred tax assets, an evaluation of the probability of being able to realize the future benefits indicated by such asset is required. A valuation allowance is provided for the portion of the deferred tax asset when it is more likely than not that some or all of the deferred tax asset will not be realized. In assessing the realizability of the deferred tax assets, management considers the scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies.

~~The~~Property ~~Company files income tax returns in the United States~~ and ~~Florida,~~equipment ~~which~~is ~~are subject to examination by the tax authorities in these jurisdictions. Generally, the~~recorded ~~statute~~at ~~of limitations related to the Company's federal and state income tax return is three years~~cost. ~~The~~Expenditures ~~state impact of any federal changes~~ for ~~prior~~major ~~years~~additions ~~remains~~and ~~subject~~betterments toare ~~examination for a period up to five years after formal notification to the states~~capitalized.

~~Management~~Maintenance ~~has~~and ~~evaluated~~repairs ~~tax~~are ~~positions~~charged into ~~accordance~~operations ~~with~~as ~~ASC~~incurred. ~~740,~~Depreciation ~~Income~~of ~~Taxes,~~property and ~~has~~equipment ~~not~~is ~~identified~~computed ~~any~~by ~~significant~~the ~~tax~~straight-line ~~positions,~~method ~~other~~(after ~~than~~taking ~~those~~into ~~disclosed.~~account ~~All~~their ofrespective ~~the~~estimated ~~Company's~~residual ~~tax~~values ~~years~~shown ~~since~~in ~~inception~~the ~~remain~~table ~~subject~~below) toover ~~examination~~the byestimated ~~Federal~~useful ~~and~~lives ~~State~~of ~~jurisdictions~~the respective assets.

Earnings Per Share

Fixed Asset		Estimated Useful Life (Years)
Building		39
Improvements		5
Furniture and office equipment		5
Computer Equipment		5
Vehicles		5

~~Basic~~Upon ~~net~~the ~~income~~sale ~~per~~or ~~common~~retirement ~~share~~of ~~(“Basic EPS”)~~property ~~excludes dilution~~ and isequipment, ~~computed by dividing net income by~~ the ~~weighted~~related ~~average~~cost ~~number~~and ofaccumulated ~~common~~depreciation ~~shares~~are ~~outstanding~~removed ~~during~~from the ~~period.~~ ~~Diluted~~accounts ~~net~~and ~~income~~any ~~per~~gain ~~common share (“Diluted EPS”) reflects the potential dilution that could occur if stock options~~ or ~~other~~loss ~~contracts~~is toreflected ~~issue shares of common stock were exercised or converted into common stock. The computation~~in ofstatements ~~Diluted EPS does not assume exercise or conversion~~ of ~~securities that would have an anti-dilutive effect on net income per common share~~operations.

The following table presents the components of the computation of basic and diluted earnings per share for the periods indicated:

Description	Total Acquisition Cost		Span of Life (years)		Depreciation Expense


Real Estate - Land	$	102,218		—	$	—
Real Estate - Building		982,682		39		424
Improvements		171,382		5		2,907
Office Equipment & Furnitures		80,133		5		805
Computer Equipment		8,840		5		97
Vehicles		132,016		5		3,501
TOTAL:	$	1,477,271			$	7,734

	Three Months Ended June 30						Six Months Ended June 30
	2018			2017			2018		2017
Numerator
Net income (loss) applicable to common shareholders	$	(263,637	)	$	(51,267	)	$	3,796,348	$	(349,477	)
Denominator
Weighted average common shares outstanding, basic		42,787,728			2,712,980			33,852,073		2,688,865
Convertible preferred stock		—			—			963,000,000		—
Convertible promissory notes		—			—			1,519,812		—
Weighted average common shares outstanding, diluted		42,787,728			2,712,980			998,371,885		2,688,865
Net Income per share - Basic	$	(0.01	)	$	(0.02	)	$	0.11	$	(0.13	)
Net income per shares - Diluted	$	(0.01	)	$	(0.02	)	$	0.00	$	(0.13	)

Deferred revenue

11The Company recognizes revenue for subscription hosting service sales over the subscription period. Deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date, for which cash has already been received. As of September 30, 2018 and December 31, 2017, the amount of deferred revenue was $599,238 and $0, respectively.

~~Table of Contents~~13

~~NOTE~~Table 6:of ~~CONVERTIBLE NOTES PAYABLE~~ Contents

1Loans - On March 27, 2017, the Company entered into a potentially dilutive convertible advance with Crown Bridge Partners LLC. The agreement provides that the Company may borrow up to $675,000. Borrowings under the line bear interest at 8% upon maturity and include a 10% issue discount. The maturity date for each tranche funded shall be 12 months from the effective date of each tranche. As of December 31, 2017, the Company has drawn a $75,000 credit line against this facility. The advance, was payable on March 27, 2018. The note was issued at a 10% discount. The net proceeds received after issuance costs and fees was $63,750. In accordance with ASC 835-30-45, Interest, the Company records the fees, costs, and original issue discount as reduction of the carrying amount of the debt and amortizes the balances over the life of the debt instrument. Additionally, the note is convertible at the holder's discretion into shares of the Company's common stock based on a conversion formula of 55% multiplied by the lowest price of the common shares for the 20 trading prior to which the Notice of Conversion is received. If at any time the market price of the Company's common stock is trading below $0.50, then an additional 10% discount shall be factored into the Conversion Price, resulting in a discount of 55%. In the event the Company fails to maintain its status as "DTC Eligible" for any reason, or if the lowest trading prices of the common stock is equal to or lower than $0.01, then an additional 5% discount shall be factored into the Conversion Price, resulting in a total discount of 60%. The conversion formula created an embedded derivative conversion feature.Payable

The Company ~~valued~~within ~~this~~the ~~conversion~~acquisition ~~feature~~of Northway Mining LLC in August 1, 2018, acquired also certain real estate and vehicles, the ~~using~~unpaid balances on the ~~Black~~two ~~Scholes~~properties ~~valuation~~are ~~model~~guaranteed by ~~with~~mortgages ~~the~~having ~~following~~basic ~~assumptions:~~payment ~~(i)~~terms asand ofconditions ~~June~~as ~~30,~~follows: ~~2018~~707 ~~dividend~~Flats ~~yield~~Road ofpayable ~~zero,~~after ~~365~~180 days from August 15, ~~term~~2018, tono ~~maturity~~interest and 2 Flint Mine Road with a 12 months payment period, ~~risk~~and ~~free~~a maturity date on September 1, 2019, 5% interest rate. ofThe ~~2.33%~~unpaid ~~and~~balances ~~annualized~~on ~~volatility~~vehicles ofare ~~34.82%,~~guaranteed ~~valued~~with ata ~~$74,579~~lien ~~and~~72 ~~(ii)~~month asmaturity ofsince ~~December~~August 24, 2018 and October 315, ~~2017~~2018 ~~dividend~~respectively. ~~yield~~The amount of ~~zero,~~mortgages ~~365~~as ~~day~~of ~~term~~September to30, ~~maturity~~2018 is $714,900 ~~risk~~which ~~free~~is ~~interest~~payable ~~rate~~over ofa 1twelve month period.~~76%~~ ~~and~~The ~~annualized~~debt ~~volatility~~on ofvehicles ~~63.54%~~is deferred as follows: (a) $42,223 payable within a 12-month period following September 30, ~~valued~~2018 at(current portion), and (b) $186,~~679,176:~~582 ~~The~~payable ~~value~~during of2020 ~~the~~through ~~conversion~~2023 ~~feature~~(non-current ~~was~~portion), ~~assigned~~as todetailed in the ~~derivative~~following chart. ~~liability~~These ~~and~~loans ~~created~~have a ~~debt~~lien ~~discount to~~on bethe ~~amortized~~vehicles, ~~over~~and the ~~life~~interest ofrate ~~the~~for ~~convertible~~Community ~~debt~~Bank is 5.79% and 1st Bank of Scotia is 7.29%.

During the period ended December 31, 2017, the convertible option of the debt was exercised, resulting in 635,910 shares issued for $5,656 in principal and $2,000 in accrued interest. Accrued interest related to this advance was $4,591 and $3,086 at June 30, 2018 and at December 31, 2017 respectively, and is included in accrued interest on the Balance Sheets.

LENDER	CURRENT LIABILITIES				LONG TERM LIABILITIES								TOTAL DEBT
	2018		2019		2020		2021		2022		2023
Community Bank	$	13,656	$	14,366	$	13,656	$	13,656	$	13,656	$	13,657	$	82,648
1st Scotia Bank		6,920		7,280		7,989		7,989		7,989		7,989		46,157
707 Flats Rd.		—		134,900		—		—		—		—		134,900
Marsan Properties		97,500		482,500		—		—		—		—		580,000
Total:	$	118,077	$	639,046	$	21,645	$	21,645	$	21,645	$	21,646	$	843,705

~~Face~~Beneficial ~~Value~~Conversion ~~balance as of June 30, 2018~~Feature ~~is $29,344 and $69,344 as of December 31, 2017.~~

2If ~~- On March 24, 2017,~~ the ~~Company~~conversion ~~entered into~~features aof ~~potentially dilutive~~ conventional convertible ~~advance~~debt ~~with~~provide ~~Eagle~~for ~~Equities LLC. The advance, with~~ a ~~face~~rate ~~value~~ of ~~$75,000,~~conversion ~~bears~~that ~~interest at 8% per annum and~~ is ~~payable~~below onmarket ~~March~~value ~~24, 2018. The note was issued~~ at ~~a 10% discount. The net proceeds received after~~ issuance ~~costs and fees was $63~~,~~750.~~ Inthis ~~accordance~~feature ~~with~~is ~~ASC~~characterized ~~835-30-45,~~as ~~Interest,~~a ~~the Company records the fees, costs, and original issue~~beneficial ~~discount~~conversion asfeature ~~reduction~~("BCF"). ofA ~~the~~Beneficial ~~carrying~~Conversion ~~amount~~Feature ~~of the debt and amortizes the balances over the life of the debt instrument. Additionally, the note~~ is ~~convertible~~recorded atby the ~~holder's discretion into shares of the~~ Company's ~~common~~as ~~stock based on~~ a ~~conversion~~debt ~~formula~~discount ofpursuant ~~55%~~to ~~multiplied~~ASC ~~by the lowest price of the common shares for the~~ 470-20 ~~trading~~Debt ~~prior~~with ~~to which the Notice of~~ Conversion isand ~~received~~Other Options. In ~~the~~ ~~event~~those ~~the Company experiences a DTC Chill on its shares~~circumstances, the ~~Conversion~~convertible ~~Price~~debt ~~shall~~is berecorded ~~decreased~~net ~~to 45% instead~~ of ~~55%~~the ~~while~~discount ~~that~~related ~~chill~~to isthe inBCF, ~~effect.~~and If the Company ~~fails~~amortizes tothe ~~maintain~~discount ~~the~~to ~~share~~interest ~~reserve~~expense atover the 4xlife ~~discount~~ of the ~~note~~debt 60using ~~days after~~ the ~~issuance of~~effective ~~the note, the conversion discount shall be increased by 10%. The conversion formula created an embedded derivative conversion~~interest ~~feature~~method.

~~The~~Embedded ~~Company~~Conversion ~~valued this conversion feature~~Features using the Black Scholes valuation model with the following assumptions: (i) as of June 30, 2018: dividend yield of zero, 365 days term to maturity, risk free interest rate of 2.33% and annualized volatility of 34.82%, valued at $106,387 and (ii) as of December 31, 2017: dividend yield of zero, 83 days term to maturity, risk free interest rate of 1.76% and annualized volatility of 63.54%, valued at $ 1,188,270. The value of the conversion feature was assigned to the derivative liability and created a debt discount to be amortized over the life of the convertible debt.

12The Company evaluates embedded conversion features within convertible debt under ASC 815 Derivatives and Hedging to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 Debt with Conversion and Other Options for consideration of any beneficial conversion features.

~~Table~~Derivative ofFinancial ~~Contents~~Instruments

~~During~~Fair ~~the~~value ~~period~~accounting ~~ended~~requires ~~December 31,~~bifurcation ~~2017,~~of ~~the~~embedded ~~convertible~~derivative ~~option~~instruments ofsuch ~~the~~as conversion features in convertible debt ~~was~~or ~~exercised~~equity instruments, ~~resulting~~and inmeasurement ~~947,100~~of ~~shares~~their fair ~~issued~~value for ~~$15~~accounting purposes. In determining the appropriate fair value,~~800~~ inthe ~~principal~~Company ~~and~~uses ~~$756~~the ~~in accrued~~Black ~~interest~~Scholes option-pricing model. ~~Accrued~~In ~~interest~~assessing ~~related~~the toconvertible ~~this~~debt ~~advance~~instruments, ~~was~~management ~~$6,437~~determines ~~and~~if ~~$5,244~~the atconvertible ~~June~~debt ~~30,~~host ~~2018~~instrument ~~and~~is ~~December~~conventional convertible 31debt, ~~2017,~~and ~~respectively~~further, ~~and~~ isif ~~included~~there inis ~~accrued~~a ~~interest~~beneficial onconversion ~~the~~feature ~~Balance~~requiring ~~Sheets~~measurement. ~~Face~~If ~~Value~~the ~~balance~~instrument ~~was~~is ~~$59,200~~not ~~and~~considered conventional $convertible 59debt,~~200~~ asthe ofCompany ~~December~~will ~~31,~~continue ~~2017 and~~its ~~June~~evaluation ~~30,~~process ~~2018~~of ~~respectively~~these instruments as derivative financial instruments.

3Once ~~- On May 30~~determined, ~~2017,~~derivative ~~the Company entered~~liabilities ~~into~~are aadjusted ~~potentially~~to ~~dilutive~~reflect ~~convertible~~fair ~~advance with Power Up Lending Group, LTD. The advance, with a face~~ value ~~of $38,000, bears interest~~ at ~~12%~~each ~~per~~reporting ~~annum~~period ~~and is payable on March 5~~end, ~~2018. The note was issued at a 7% discount. The net proceeds received after issuance costs and fees was $35,000. In accordance~~ with ~~ASC~~any ~~835-30-45,~~increase ~~Interest,~~or ~~the~~decrease ~~Company~~in ~~records~~ the ~~fees,~~fair ~~costs,~~value ~~and~~being ~~original~~recorded ~~issue~~in ~~discount~~results ~~as reduction~~ of ~~the~~operations ~~carrying~~as ~~amount~~an ofadjustment ~~the~~to ~~debt~~fair ~~and~~value ~~amortizes the balances over the life~~ of ~~the~~derivatives. ~~debt~~In ~~instrument. Additionally~~addition, the ~~note~~fair isvalue ~~convertible at the holder's discretion into shares~~ of ~~the~~freestanding ~~Company's common stock based on a conversion~~derivative ~~formula~~instruments ofsuch ~~60%~~as ~~multiplied~~warrants, byare ~~the~~also ~~lowest~~valued ~~price~~using of the ~~common~~Black ~~shares~~Scholes ~~for~~option-pricing ~~the 20 trading prior to which the Notice of Conversion is received~~model. ~~The conversion formula created an embedded derivative conversion feature.~~

The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of June 30, 2018: dividend yield of zero, 35 day term to maturity, risk free interest rate of 2.33% and annualized volatility of 16.62%, valued at $6,273, and (ii) as of December 31, 2017: dividend yield of zero, 150 day term to maturity, risk free interest rate of 1.76% and annualized volatility of 63.54%, valued at $553,851. The value of the conversion feature was assigned to the derivative liability and created a debt discount to be amortized over the life of the convertible debt.14

~~During~~Table ~~the period ended December 31, 2017, the convertible option~~ of the debt was exercised, resulting in 545,930 shares issued for $7,955 in principal. During the period ended June 30, 2018 the convertible option of the debt was exercised, resulting in 310,902 shares issued for $48,578 in principal and $2,280 in accrued interest.Contents

~~Accrued~~Fair ~~interest related to this advance was $2,686 and $2,387 at December 31, 2017 and June 30, 2018, respectively, and is included in accrued interest on the Balance Sheets. Face~~ Value ~~balance was $30,045 and $0 as~~ of ~~December~~Financial ~~31, 2017 and June 30, 2018 respectively.~~Instruments

4Fair -value Onis ~~May~~defined ~~15,~~as ~~2017,~~ the ~~Company entered~~price ~~into a potentially dilutive convertible advance with Kodiak Capital Group, LLC. The agreement provides~~ that ~~the~~would ~~Company~~be ~~may~~received ~~borrow up~~ to ~~$337,500.~~sell ~~Borrowings~~an ~~under~~asset ~~the~~or ~~line~~paid ~~bear~~to ~~interest~~transfer ~~at 8% per annum and include~~ a ~~10%~~liability ~~issue~~in ~~discount.~~an Onorderly ~~May~~transaction ~~15,~~between ~~2017,~~market ~~drew against~~participants ~~this debt facility. The net proceeds received after issuance costs and fees was $30,000. In accordance with ASC 835-30-45,~~at ~~Interest,~~ the ~~Company~~measurement ~~records the fees~~date, ~~costs,~~based ~~and~~on ~~original~~our ~~issue~~principal ~~discount as reduction of the carrying amount of the debt and amortizes the balances over the life of the debt instrument. Additionally~~or, ~~the~~in ~~note is convertible at~~ the ~~holder's~~absence ~~discretion into shares~~ of ~~the Company's common stock based on~~ a ~~conversion~~principal, ~~formula~~most ofadvantageous ~~55%~~market ~~multiplied~~for by the ~~lowest~~specific ~~price of the common shares for~~asset ~~the~~or ~~20 trading prior to which the Notice of Conversion is received~~liability. ~~The conversion formula created an embedded derivative conversion feature.~~

The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of June 30, 2018: dividend yield of zero, 55 day term to maturity, risk free interest rate of 2U.~~33% and annualized volatility of 16~~S.~~62%,~~ ~~valued~~generally ataccepted ~~$ 59,881, and (ii) as of December~~accounting ~~31,~~principles ~~2017:~~provide ~~dividend~~for ~~yield~~a ofthree-level ~~zero,~~hierarchy ~~135 day term to maturity, risk free interest rate~~ of ~~1.76%~~inputs ~~and annualized volatility of 63.54%. valued at $680,625. The value of the conversion feature was assigned~~ to ~~the~~valuation ~~derivative~~techniques ~~liability~~used ~~and created a debt discount~~ to be ~~amortized~~measure ~~over~~fair ~~the~~value, ~~life~~defined ofas ~~the convertible debt.~~follows:

~~During~~Level ~~the~~1: Inputs ~~period~~that ~~ended~~are ~~December 31,~~quoted ~~2017,~~prices ~~the~~(unadjusted) ~~convertible option of the debt was exercised, resulting in 258,849 shares issued~~ for ~~$3,416~~identical inassets ~~principal.~~or ~~Accrued~~liabilities ~~interest related to this advance was $3,317 and $1,890 at June 30, 2018 and December 31, 2017 respectively, and is included~~ in ~~accrued~~active ~~interest on~~markets that the ~~Balance~~entity ~~Sheets.~~can ~~Face Value balance as of December 31, 2017 was $34,084 same as of June 30, 2018~~access.

5Level -2: Inputs Onother ~~September 27, 2017, the Company~~than ~~entered~~quoted ~~into~~prices aincluded ~~potentially~~within ~~dilutive~~Level ~~convertible~~1 ~~advance~~that ~~with~~are ~~Power~~observable Upfor ~~Lending~~the ~~Group,~~asset ~~LLC.~~or ~~The advance~~liability, ~~with~~either adirectly ~~face~~or ~~value of $28~~indirectly,~~000, bears~~ ~~interest~~for ~~at 12% per annum and is payable on July 10, 2018. The note was issued at a 10% discount. The net proceeds received~~substantially ~~after issuance costs and fees was $25,000. In accordance with ASC 835-30-45, Interest,~~ the ~~Company~~full ~~records~~term ~~the fees, costs, and original issue discount as reduction~~ of the ~~carrying~~asset ~~amount~~or ~~of the debt and amortizes the balances over the life of the debt instrument. Additionally~~liability, the note is convertible at the holder's discretion into shares of the Company's common stock based on a conversion formula of 58% multiplied by the lowest price of the common shares for the 15 trading prior to which the Notice of Conversion is received. The conversion formula created an embedded derivative conversion feature.including:

~~The~~● ~~Company~~quoted ~~valued~~prices ~~this~~for ~~conversion feature~~similar ~~using~~assets ~~the Black Scholes valuation model with the following assumptions: (i) as of June 30, 2018: dividend yield of zero,~~or 88liabilities ~~day~~in ~~term~~active to maturity, risk free interest rate of 2.33% and annualized volatility of 17.00%, valued at $44,537, and (ii) as of December 31, 2017: dividend yield of zero, 192 day term to maturity, risk free interest rate of 1.76% and annualized volatility of 63.54%, valued at $353,071. The value of the conversion feature was assigned to the derivative liability and created a debt discount to be amortized over the life of the convertible debt.markets;

~~During~~● ~~the~~quoted ~~period~~prices ended December 31, 2017, the convertible option of the debt was not exercised. During the period ended June 30, 2018, the convertible option of the debt was exercised, resulting in 187,533 shares issued for ~~$14,140~~identical inor ~~principal. Accrued interest related to this advance~~similar ~~was~~assets ~~$16,549~~or ~~and~~liabilities ~~$875 at June 30, 2018 and December 31, 2017, respectively, and is included~~ in ~~accrued~~markets ~~interest~~that onare ~~the~~not ~~Balance Sheets. At June 30, 2018 and December 31, 2017, the convertible notes payable were recorded at $13,860 and $28,000, respectively.~~active;

~~NOTE~~● 7:inputs ~~RELATED~~other ~~PARTY~~than ~~LOANS:~~quoted ~~according~~prices ~~to ASC~~that ~~850,~~are anobservable ~~entity~~for ~~and~~the ~~its~~asset ~~principal~~or ~~owners~~liability; and ~~members of their immediate families are considered related parties.~~

~~Convertible~~● ~~Notes~~inputs ~~Payable~~that are derived principally from or corroborated by observable market data by correlation or other means.

OnLevel ~~February~~3: Inputs ~~21,~~that ~~2018~~are ~~Crown Bridge~~unobservable ~~Partners LLC, sold part of its potentially dilutive convertible advance to D&D Capital, Inc, a related party. Accrued interest related to this advance was $1,855~~ and $0reflect atmanagement’s ~~June~~own ~~30,~~assumptions ~~2018~~about ~~and~~the ~~December~~inputs ~~31,~~market ~~2017,~~participants ~~respectively,~~would ~~and~~use ~~is included~~ in ~~accrued~~pricing ~~interest on~~ the ~~Balance~~asset ~~Sheets.~~or ~~Face~~liability based ~~value~~on ~~balance as of June 30, 2018 is $40,000. The Company valued this conversion feature using~~ the ~~Black~~ ~~Scholes~~best ~~valuation~~information ~~model~~available ~~with~~in the ~~following~~circumstances ~~assumptions:~~ (~~i) as of June 30, 2018 dividend yield of zero, 230 days term to maturity, risk free interest rate of 2~~e.~~33% and annualized volatility of 4~~g.~~22%~~, ~~valued~~internally atderived ~~$125,311.~~assumptions ~~The~~surrounding ~~value of~~ the ~~conversion feature~~timing ~~was assigned to the derivative liability~~ and ~~created a debt discount to be amortized over the life~~ amount of ~~the~~expected ~~convertible~~cash ~~debt~~flows).

13Our financial instruments consist of cash, accounts receivable, accounts payable, and debt. We have determined that the book value of our outstanding financial instruments as of September 30, 2018 and December 31, 2017, approximates the fair value due to their short-term nature.

~~Table~~Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of ~~Contents~~the following items as of September 30, 2018:

Other Loans

	Level 1		Level 2		Level 3		Total
							September 30, 2018		December 31, 2017
Derivative Liabilities	$	—	$	—	$	1,862,832	$	1,862,832	$	4,454,993

The Company reflects the fair value of derivative liabilities using the Black Scholes pricing model. The following ~~loans~~chart ~~bears~~are nothe ~~interest~~estimated fair values for the Company’s derivative financial instruments and ~~due~~based on ~~demand~~the parameters disclosed in our Notes 5 and 6 hereto:

1.	Consultant Capital Group, Inc		$	38,401
Lenders	September 30, 2018				December 31, 2017
2.	D&D Capital, Inc			16,000
Power Up Lending Group, Ltd	$	6,261			$	553,851
Total Related Party no interest due on demand Loans			$	54,401
Power Up Lending Group, Ltd [2]	$	—			$	353,071
Crown Bridge Partners, LLC	$	—			$	1,679,176
Kodiak Capital Group, LLC	$	—			$	680,625
D&D Capital, Inc	$	20,817			$	—
S&E Capital, Inc	$	117,050			$	—
Firstfire Global Opportunities Funds, LLC	$	390,009			$	—
Eagle Equities	$	1,328,695			$	1,188,270
Total	$	1,862,832			$	4,454,993

~~NOTE 8: EQUITY~~ 15

OnTable ~~November 27, 2017, the Company issued 1,000,000 shares~~ of Series A Convertible preferred stock for $125,000. The Preferred Stock is convertible in the Company's common stock. Each share of the Company's Series A Convertible preferred stock is convertible into 1,000 shares of the Company's common stock at a cost basis equivalent to par value per share, or $0.0001. Each share of the Series A Convertible preferred stock votes at the equivalent of 20,000 shares of common stock.Contents

OnRevenue ~~January~~Recognition ~~10, 2018 the Company issued 37,000,000 common stock restricted shares, $0.0001 par value per share, converting 37,000 shares of the one million (1,000,000) Series A Preferred Stock,~~

OnEffective January ~~February 28~~1, 2018, the Company ~~issued~~ ~~156,333~~adopted ~~shares~~the ofFinancial ~~common~~Accounting ~~stock~~Standards ~~valued~~Board at(“FASB”) ~~the~~standard ~~conversion~~update ~~price~~ASU of2014-09 Revenue ~~$0.18.~~from ~~The~~Contracts ~~shares~~with ~~were~~Customers ~~issued~~(“Topic to606”) ~~convert~~which ~~$28,140~~provides ofa ~~the principal~~principles-based, ~~amount~~five-step ofapproach ~~the~~to measure ~~Note~~and ~~dated~~recognize asrevenue offrom ~~May~~contracts ~~30,~~with ~~2017~~customers. ~~having~~Revenue asis ~~beneficiary~~recognized towhen ~~Power~~the Upfollowing ~~Lending~~criteria ~~Group~~are ~~Ltd.~~met:

On● ~~March~~Identification 6,of ~~2018~~ the ~~Company issued 109~~contract,~~569~~ ~~shares~~or ofcontracts, ~~common~~with ~~stock~~a ~~valued~~customer; at● ~~the~~Identification ~~conversion price~~ of ~~$0.1753.~~the ~~The~~performance ~~shares~~obligations ~~were~~in ~~issued~~the tocontract; ~~convert~~● ~~$16,928~~Determination of the ~~principal amount~~transaction ~~and~~price; ~~$2,280~~● Allocation of ~~accrued~~the ~~and~~transaction ~~unpaid~~price ~~interest~~to ofthe performance obligations in the ~~Note~~contract; ~~dated~~and as● Recognition of ~~May~~revenue 30when, ~~2017~~or ~~having~~ as, ~~beneficiary~~we tosatisfy ~~Power~~performance ~~Up Lending Group Ltd~~obligations.

OnThe ~~April~~adoption ~~25,~~of ~~2018~~this ~~the~~guidance ~~Company issued~~did ~~45,000~~not ~~shares~~have ofa ~~common~~material ~~stock~~impact ~~value~~on at the ~~conversion~~Company’s ~~price~~consolidated statement of ~~$0.078.~~operations, ~~The~~cash ~~shares~~flows, ~~were~~and ~~issued~~balance tosheet ~~convert~~as ~~$3,510~~ of the ~~principal~~ ~~amount~~adoption ofdate ~~the~~or ~~Note~~for ~~dated~~the asnine ofmonths ~~May~~ended September 30, ~~2017,~~2018 ~~having~~or ~~as beneficiary to Power Up Lending Group Ltd~~2017.

OnThe ~~April~~Company's ~~25,~~revenues ~~2018~~have ~~the Company issued~~been ~~187,533~~generated ~~shares~~primarily ofthrough ~~common~~hosting ~~stock~~services ~~value~~to atthird ~~the conversion price of $0~~parties.~~0754.~~ The ~~shares~~terms ~~were issued to convert $14,140~~ of ~~the~~these ~~principal amount~~agreements ofgenerally ~~the~~consist ~~Note dated as~~ of ~~September~~a ~~27,~~deposit ~~2017,~~and monthly ~~having~~billing ascycles ~~beneficiary~~covering toour ~~Power Up Lending Group Ltd~~services.

OnFor ~~May~~the 3nine months ended September 30, 2018, ~~the~~all ~~Company~~agreements ~~issued~~met 2the above criteria,~~500,000~~ ~~shares~~or ofin ~~common stock~~exceptional atcases $0only,~~0001~~ ~~value~~our ~~having~~involvement aswas ~~beneficiary~~to sell to ~~Shelby~~some ~~White~~of the end users at pricing that is consistent with market transactions, ~~which~~thereby ~~were~~allowing ~~subsequently~~for ~~cancelled~~the inrecognition ~~July~~of ~~2018~~revenue on such transactions upon receipt.

~~NOTE~~We 9:periodically ~~COMMITMENTS~~review ~~AND~~for ~~CONTINGENCIES;~~any expected period of substantial involvement under the agreements that provide for non-refundable up-front payments and fees. If applicable, we will adjust the amortization periods when appropriate to reflect changes in assumptions relating to the duration of our expected involvement.

~~During~~Revenue ~~the~~is ~~normal~~recognized ~~course~~in ofthe ~~business,~~month the ~~Company~~service ~~may~~(mostly behosting) ~~exposed~~is ~~to litigation~~provided. ~~When~~Deferred ~~the~~Revenues ~~Company~~on ~~becomes aware of potential litigation, it evaluates~~ the ~~merits of the case in accordance with ASC 450-20-50, Contingencies. The~~ Company’s ~~evaluates~~balance ~~its~~sheet ~~exposure~~reflects to the ~~matter,~~part ~~possible~~of ~~legal or~~invoiced ~~settlement~~services ~~strategies~~(mostly ~~and~~hosting) ~~the likelihood of an unfavorable outcome. If the Company determines~~ that anwill ~~unfavorable outcome is probable and can~~ be ~~reasonably~~provided ~~estimated,~~after itSeptember ~~establishes the necessary accruals. As of June~~ 30, 2018, ~~the~~for ~~Company~~which iscash ~~not~~payments ~~aware~~have ofbeen ~~any contingent liabilities that should be reflected in the accompanying consolidated financial statements~~received.

~~NOTE~~Income ~~10:~~Taxes ~~SUBSEQUENT EVENTS AFTER JUNE 30, 2018~~

~~The~~Deferred ~~Company~~tax ~~has~~assets ~~evaluated~~and ~~subsequent~~liabilities ~~events~~are ~~that~~recognized ~~occurred~~for ~~through~~the future tax consequences attributable to differences between the ~~date~~financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Additionally, the ~~filing~~recognition of future tax benefits, such as net operating loss carryforwards, is required to the ~~Company's~~extent ~~second~~that ~~quarter~~realization ~~2018~~of ~~Form~~such ~~10-Q~~benefits is more likely than not. Deferred tax assets and liabilities are determined using enacted tax rates expected to apply to taxable income in the years in which the assets and liabilities are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income tax expense in the period that includes the enactment date.

~~Asset~~In ~~Purchase~~the event the future tax consequences of differences between the financial reporting bases and ~~Rescission~~the tax bases of the Company's assets and liabilities result in deferred tax assets, an evaluation of the probability of being able to realize the future benefits indicated by such asset is required. A valuation allowance is provided for the portion of the deferred tax asset when it is more likely than not that some or all of the deferred tax asset will not be realized. In assessing the realizability of the deferred tax assets, management considers the scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies.

OnThe ~~January~~Company ~~31,~~files ~~2018~~income tax returns in the United States New York and Florida States, which are subject to examination by the ~~Company~~tax authorities in these jurisdictions. ~~completed~~Generally, the ~~purchase~~statute of limitations related to the ~~intellectual~~Company's ~~property~~federal ~~assets~~and ofstate ~~Simple~~income ~~Cork,~~tax ~~Inc.,~~return ais ~~Florida~~three ~~corporation,~~years. ~~and~~The ~~wholly-owned~~state ~~subsidiary~~impact of ~~Vapor~~any ~~Group,~~federal ~~Inc.~~changes ~~(the~~for ~~"Asset~~prior ~~Purchase")~~years remains subject to examination for a period up to five years after formal notification to the states.

OnManagement ~~July~~has ~~10,~~evaluated ~~2018,~~tax ~~the Company, Vapor~~positions ~~Group,~~in ~~Inc.~~accordance ~~and~~with ~~Simple~~ASC ~~Cork~~740, ~~Inc.,~~Income ~~the non-publicly-traded subsidiary company of Vapor Group~~Taxes, ~~Inc. jointly announced that they had reached a settlement~~ and ~~resolution~~has ~~pertaining~~not toidentified ~~the~~any ~~Asset~~significant ~~Purchase,~~tax ~~dated January 31~~positions, ~~2018,~~other ~~Under~~than ~~the~~those ~~terms and conditions~~disclosed. All of the ~~settlement and resolution, the Asset Purchase Agreement in its entirety is rescinded ab initio. In its place, the~~ Company ~~and~~'s ~~Vapor~~tax ~~Group~~years ~~shall~~since ~~issue~~inception aremain ~~share~~subject ~~dividend of common stock of Simple Cork, Inc., which is being spun-off pursuant~~ to ~~the~~examination ~~provisions of~~by aFederal ~~Tier 2 Regulation A filing with the Securities~~ and ~~Exchange~~State ~~Commission not later than by Friday, September 14, 2018, which date has been set as the ex-dividend date or the~~jurisdictions.

1416

Table of Contents

~~issuance~~Earnings ~~date~~Per ~~for~~Share shareholders of record of either Company. The ratio of the quantity of shares of Simple Cork, Inc. to be issued per shares held of either of the Company and Vapor Group, Inc. will be announced at a later date.

InBasic ~~addition,~~net ~~each~~income ~~shareholder~~per ofcommon share ~~the~~("Basic ~~Company~~EPS'') excludes dilution and ~~Vapor~~is ~~Group,~~computed ~~Inc.~~by ~~shall~~dividing ~~receive~~net ~~rights~~income toby ~~acquire~~the ~~additional~~weighted ~~shares~~average number of ~~Simple~~common ~~Cork,~~shares outstanding ~~Inc~~during the period. asDiluted ~~the~~net ~~spun-off~~income ~~company at~~per acommon ~~50%~~share ~~discount~~("Diluted toEPS'') reflects the ~~IPO~~potential ~~price~~dilution that ascould ~~set~~occur inif ~~the~~stock ~~Reg~~options A+or ~~filing~~other ~~for~~contracts ~~new~~to ~~shareholders.~~issue ~~The~~shares ~~new~~of ~~Simple~~common ~~Cork,~~stock ~~Inc.~~were ~~shareholders,~~exercised ~~not~~or converted into common stock. ~~shareholders~~The computation of ~~the~~Diluted ~~Company~~EPS does not assume exercise or ~~Vapor~~conversion ~~Group,~~of ~~Inc.,~~securities ~~shall~~that ~~not~~would behave ~~entitled~~an toanti-dilutive ~~such~~effect ~~rights~~on net income per common share.

The result is that neither the Company nor Vapor Group, Inc. will own the intellectual property assets of Simple Cork, Inc. Instead, Simple Cork, Inc., as a separate public entity, will own such intellectual property rights and will in turn be owned, separately, by its own shareholders. Simple Cork, Inc. shall separately assume responsibility for the development of “Simple Cork™”.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018		2017
Numerator
Net income (loss) applicable to common shareholders	$	(936,853	)	$	(436,295	)	$	2,410,929	$	(785,770	)

Denominator
Weighted average common shares outstanding, basic		55,215,525			2,789,067			41,328,152		2,722,751
Convertible preferred stock		953,000,000			—			953,000,000		—
Convertible promissory notes		8,738,824			—			8,738,824		—
Weighted average common shares outstanding, diluted		1,016,954,348			2,789,067			1,003,066,976		2,722,751
Net Income per share - Basic	$	(0.02	)	$	(0.16	)	$	0.06	$	(0.29	)
Net Income per shares - Diluted	$	(0.02	)	$	(0.16	)	$	0.00	$	(0.29	)

~~Share~~NOTE ~~Issuances~~5: ~~and~~CONVERTIBLE ~~Cancellations~~NOTES PAYABLE

On July 3, 2018, the Company ~~cancelled~~entered into a potentially dilutive convertible note with Eagle Equities LLC. The advance, with a face ~~the~~value 2of $100,000, bears interest at 8% per annum and is payable on July 3, 2019. The net proceeds received after issuance costs and fees was $96,500. In accordance with ASC 835-30-45,~~000~~ Interest, the Company records the fees, costs, and original issue discount as reduction of the carrying amount of the debt and amortizes the balances over the life of the debt instrument. Additionally, the note is convertible at the holder's discretion into shares of the Company's common stock atbased $0on a conversion formula of 60% multiplied by the lowest price of the common shares for the 15 day trading period prior to which the Notice of Conversion is received.~~0001~~ In ~~value~~the ~~having~~event asthe ~~beneficiary~~Company experiences a DTC Chill on its shares, the Conversion Price shall be decreased to ~~Shelby~~50% ~~White~~instead of 60% while that chill is in effect, DTC Chill is a limitation of certain services available for a security on deposit at the Depository Trust Company (DTC). A chill is a restriction placed by DTC on one or more of DTC’s services, such as limiting a DTC participant’s ability to make a deposit or withdrawal of the security at DTC. A chill may remain imposed on a security for just a few days or for an extended period of time depending upon the reasons for the chill and whether the issuer or transfer agent corrects the problem. If the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance ~~was~~of ~~made~~the innote, ~~error~~the conversion discount shall be increased by 10%. The conversion formula created an embedded derivative conversion feature.

OnThe ~~July~~Company 6,valued ~~2018~~this conversion feature using the ~~Company~~Black ~~issued 10,000,000~~Scholes ~~common~~valuation ~~stock~~model ~~restricted~~with ~~shares,~~the ~~$0.0001~~following ~~par~~assumptions: ~~value~~(i) ~~per~~as ~~share,~~of ~~converting~~September 1030,~~000~~ ~~shares~~2018: dividend yield of zero, ~~the~~277 ~~one~~days ~~million~~term (1to maturity,~~000,000) Series~~ Arisk ~~Preferred~~free ~~Stock~~interest rate of 2.59% and

On July 6, 2018 the Company issued 1,715,961 shares of common stock value at the conversion price of $0.03897. The shares were issued to convert $59,200 of the principal amount and $7,671 interest of the Note dated as of March 24, 2017, having as beneficiary to Eagle Equities LLC.17

OnTable ~~August 3, 2018 the Company issued 2,298,212 shares~~ of common stock value at the conversion price of $0.0413. The shares were issued to convert $95,008.08 of principal, including penalty charge of the Note dated as of March 27, 2017, having as beneficiary to D&D Capital, Inc.Contents

Onannualized ~~August~~volatility 6of 431%, ~~2018 the Company~~valued ~~issued~~at 50$268,~~000~~683 ~~common~~The ~~stock~~value ~~restricted~~of ~~shares,~~the ~~$0.0001~~conversion ~~par~~feature ~~value~~was ~~per~~assigned ~~share,~~ to ~~each~~the ofderivative ~~three~~liability ~~persons,~~and ~~150,000~~created ~~shares~~a ~~total,~~loss and debt discount to ~~for~~be ~~services~~amortized ~~rendered~~over the life of the convertible debt.

~~Change~~On August 10, 2018, the Company entered into a potentially dilutive convertible note with Eagle Equities LLC. The advance, with a face value of $300,000, bears interest at 8% per annum and is payable on August 10, 2019. The net proceeds received after issuance costs and fees was $285,000. In ~~Officers~~accordance with ASC 835-30-45, Interest, the Company records the fees, costs, and ~~Directors~~original issue discount as reduction of the carrying amount of the debt and amortizes the balances over the life of the debt instrument. Additionally, the note is convertible at the holder's discretion into shares of the Company's common stock based on a conversion formula of 60% multiplied by the lowest price of the common shares for the 15 day trading period prior to which the Notice of Conversion is received. In the event the Company experiences a DTC Chill on its shares, the Conversion Price shall be decreased to 50% instead of 60% while that chill is in effect. If the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%. The conversion formula created an embedded derivative conversion feature.

OnThe ~~August~~Company 1,valued ~~2018,~~this ~~the Company appointed~~conversion ~~Dror~~feature ~~Svorai,~~using athe ~~member~~Black ofScholes ~~its~~valuation ~~Board~~model ofwith ~~Directors.~~the ~~Following~~following ~~Mr.~~assumptions: ~~Svorai’s~~(i) ~~appointment and acceptance~~ as ~~a member~~ of ~~the~~September ~~Board of Directors~~30, ~~the~~2018: ~~Board~~dividend ofyield ~~Directors accepted the resignation~~ of zero, ~~Yaniv~~314 ~~Nahon~~days asterm ~~the~~to ~~President/Chief Executive Officer~~maturity, ~~Secretary, Treasurer/Chief~~risk ~~Financial~~free ~~Officer~~interest ~~and~~rate ~~a member~~ of ~~the Board of Directors~~2.59% ~~Immediately~~and ~~following~~annualized ~~the~~volatility ~~resignation~~ of ~~Mr. Nahon~~432%, ~~the Board~~valued ofat ~~Directors appointed Dror Svorai~~$795,326. aThe ~~member of the Board of Directors, as the Corporation’s President/Chief Executive~~value ~~Officer, Secretary, Treasurer and Chief Financial Officer~~ of the ~~Company.~~conversion ~~Therefore,~~feature ~~the~~was ~~sole~~assigned ~~member~~to of the ~~Board~~derivative ofliability ~~Directors is~~and ~~Dror~~created ~~Svorai.~~a ~~Mr.~~loss ~~Nahon~~and ~~did not resign as~~ a ~~result~~debt ofdiscount ~~any~~to ~~disagreement~~be ~~with~~amortized over the ~~Company~~life onof ~~any matter relating to~~ the ~~Company’s operations,~~convertible ~~policies or practices~~debt.

~~Acquisition~~On ofAugust ~~Northway~~10, ~~Mining~~2018, the Company entered into a potentially dilutive convertible note with Eagle Equities LLC. The advance, with a face value of $100,000, bears interest at 8% per annum and is payable on August 10, 2019. The net proceeds received after issuance costs and fees was $95,000. ~~Pending~~In ~~Purchase~~accordance ~~Contract~~with ASC 835-30-45, Interest, the Company records the fees, costs, and original issue discount as reduction of the carrying amount of the debt and amortizes the balances over the life of the debt instrument. Additionally, the note is convertible at the holder's discretion into shares of the Company's common stock based on a conversion formula of 60% multiplied by the lowest price of the common shares for the 15 day trading period prior to which the Notice of Conversion is received. In the event the Company experiences a DTC Chill on its shares, the Conversion Price shall be decreased to 50% instead of 60% while that chill is in effect. If the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%. The conversion formula created an embedded derivative conversion feature.

OnThe ~~August~~Company 1,valued ~~2018,~~this conversion feature using the ~~Company~~Black ~~entered into~~Scholes anvaluation ~~acquisition~~model ~~agreement~~with (the ~~“Acquisition~~following ~~Agreement”~~assumptions: (i) toas ~~acquire~~of ~~the~~September ~~majority~~30, ~~ownership~~2018: ~~interest~~dividend ofyield ~~Northway~~of ~~Mining~~zero, ~~LLC~~314 ~~(“Northway”).~~days aterm ~~New~~to ~~York limited liability company~~maturity, ~~located~~risk atfree ~~707~~interest ~~Flats~~rate ~~Road,~~of ~~Athens, New York~~2.59% ~~Northway is~~and aannualized ~~cryptomining~~volatility ~~data~~of ~~center~~432%, ~~hosting~~valued ~~third-party~~at ~~owned~~$264,686. ~~and~~The ~~operated~~value of ~~cryptomining~~the ~~machines~~conversion ~~within~~feature ~~its~~was ~~5000~~assigned ~~square~~to ~~feet~~the ~~facility. It~~derivative ~~currently~~liability isand ~~hosting~~created ~~over~~a ~~1,100~~loss ~~machines~~and indebt ~~its~~discount ~~facilities~~to atbe ~~Flats~~amortized ~~Road~~over ~~under~~the life ~~individual~~of ~~service~~the ~~agreements~~convertible ~~with third-party machine owners~~debt.

~~Pursuant~~On toSeptember ~~the~~11, ~~Acquisition~~2018, ~~Agreement~~ the Company entered ~~acquired~~into ~~fifty-five~~a ~~percent~~potentially ~~(55%)~~dilutive ofconvertible ~~the~~note ~~ownership~~with ~~units~~Firstfire ofGlobal ~~Northway~~Opportunities inFund, ~~return~~LLC. ~~for~~The anadvance, ~~investment~~with a face value of $1210,~~100~~000, bears interest at 5% per annum and is payable on July 11, 2018. The note was issued at a $10,000 (~~U.S.~~“OID”) ~~for~~discount. ~~the~~The ~~purposes~~net ofproceeds ~~providing~~received ~~working~~after ~~capital~~issuance costs and ~~funds~~fees towas ~~Northway~~$195,000. ~~for~~In ~~improvements~~accordance ~~to,~~with ~~and~~ASC ~~expansion~~835-30-45, ofInterest, ~~its~~the Company ~~facilities~~records the fees, costs, and ~~the~~ ~~purchase~~original issue discount as reduction of ~~30-acres~~the carrying amount of ~~flat~~the ~~land~~debt and ~~buildings~~amortizes atthe balances ~~its~~over ~~Athens,~~the ~~New~~life ~~York~~of ~~address~~the ~~owned~~debt byinstrument. aAdditionally, ~~third~~the ~~party~~note ~~per~~is ~~that~~convertible ~~separate~~at ~~“Agreement for~~the ~~Purchase~~holder's ofdiscretion ~~Property~~into ~~between~~shares ~~Northway~~of the ~~Mining,~~Company's ~~LLC~~common ~~and~~stock ~~CSX4236~~based ~~Motorcycle~~on ~~Salvage~~a ~~LLC”~~conversion ~~(the~~formula ~~“Land~~of ~~Purchase~~65% ~~Agreement”). (The~~multiplied ~~“Acquisition”)~~by ~~Under~~ the ~~terms~~lowest ~~and~~price ~~conditions~~ of the ~~Acquisition,~~common ~~Northway~~shares ~~has~~for ~~amended~~the ~~and~~20 consecutive ~~restated~~trading ~~its~~days ~~New~~period ~~York State~~immediately ~~limited~~preceding ~~liability~~the ~~company~~Trading ~~Operating~~Day ~~Agreement~~that ~~under~~the ~~which~~Company itreceives isa ~~stated~~Notice ~~that~~of itConversion. ~~will~~The ~~maintain~~conversion formula ~~its~~created ~~current~~an ~~management~~embedded derivative conversion feature.

15The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of September 30, 2018: dividend yield of zero, 256 day term to maturity, risk free interest rate of 2.36% and annualized volatility of 193%, valued at $390,009. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to be amortized over the life of the convertible debt.

~~Table of Contents~~18

InTable ~~addition, per the Acquisition Agreement, the Company is providing the current Northway management with a performance-based stock option for two and a half million (2,500,000) shares~~ of ~~the Company’s restricted common stock as earned over a period of six (6) months for the achievement of performance goals as established by the Board of Directors of the Company.~~Contents

~~Separately~~NOTE in6: ~~connection~~RELATED ~~with~~PARTY the Acquisition Agreement, the Company assigned a purchase contract in total amount of $950,000 (“Purchase .Amount’) to Northway that it has entered into pending the closing of the Acquisition for the purchase of a building located at 2 Flint Mine Road, Coxsackie, NY 12051, SBL Nos. 71.00-1-20 and 71.00-1-3.112 (the “Purchase Contract”) which is to be used solely by Northway (the “Agreement for Purchase of Property between Mining Power Group, Inc. and Northway Mining, LLC” or the “Building Purchase Agreement”). Under the terms of Building Purchase Agreement, the Company shall pay on behalf of Northway, which shall own the building, $350,000 at closing, with Northway paying the remainder of the Purchase Amount over time per the terms of the Purchase Contract.LOANS:

~~Item~~Convertible 2.Notes ~~Management’s~~Payable ~~Discussion and Analysis of Financial Condition and Results of Operations.~~

~~Forward-Looking~~On ~~Statements~~February 21, 2018 Crown Bridge Partners LLC, sold part of its potentially dilutive convertible note to D&D Capital, Inc, a related party. Accrued interest related to this advance was $392 and ~~Associated~~$0 ~~Risks~~at September 30, 2018 and December 31, 2017, respectively, and is included in accrued interest on the condensed consolidated Balance Sheets. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of September 30, 2018 dividend yield of zero, 179 days term to maturity, risk free interest rate of 2.36% and annualized volatility of 200%, valued at $20,817. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to be amortized over the life of the convertible debt.

~~This~~During ~~form 10-Q contains certain statements that are forward-looking within~~ the ~~meaning~~nine ofmonths ~~the~~ended ~~Private~~September 30, ~~Securities~~2018, ~~Litigation~~D&D ~~Reform~~Capital, ~~Act of 1995~~Inc. ~~For this purpose~~, ~~any~~ ~~statements~~exercised ~~contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting~~ the ~~foregoing,~~convertible ~~words such as "may"~~option, ~~"will",~~resulting ~~"expect",~~in ~~"believe"~~2, ~~"anticipate"~~298, ~~"estimate,~~212 orshares ~~"continue"~~issued; orat comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a ~~variety~~price of ~~factors,~~ ~~many of which are not within our control~~$0. ~~These factors include but are not limited to economic conditions generally and~~04134 inper ~~the~~share ~~industries~~issued infor ~~which we may participate; competition within our chosen industry~~$95,008 ~~including~~in ~~competition~~principal ~~from much larger competitors; technological advances~~ and ~~failure~~$2,387 toin ~~successfully~~accrued ~~develop business relationships~~interest.

~~Going~~The ~~Concern~~remaining balance as of September 30, 2018 is $ 7,379.

~~Based~~During onthe ~~our~~three ~~financial~~months ~~history~~ended March ~~since~~31, ~~inception~~2018, ~~our~~Kodiak ~~auditor~~Capital ~~has~~declared ~~expressed~~a ~~substantial~~default ~~doubt~~of asthe toconvertible ~~our~~note ~~ability~~payable to ~~continue~~them asinvoking 22% retroactive interest and also put into effect a ~~going~~penalty ~~concern.~~of As$2,000 ~~reflected~~per in day for non-delivery of the ~~accompanying~~shares ~~financial~~according ~~statements~~to the note agreement, aswhich led to increasing the balance of ~~June~~the 30note to $142,633 ~~2018~~(including $2,630 weaccrued ~~had~~interest anon ~~accumulated~~the ~~deficit~~Kodiak ~~totaling~~note) $1at March 31,~~426,611~~ 2018. ~~This~~On ~~raises~~February ~~substantial~~15, 2018, ~~doubts~~S&E ~~about~~Capital, ~~our~~LLC, ~~ability~~a related party to ~~continue~~Mining asPower Group Inc., reached an agreement with Kodiak Capital to purchase the note. As a ~~going~~result, ~~concern~~the Company recognized a gain of $137,054.

~~Plan~~During the nine months ended September 30, 2018, S&E Capital, Inc., exercised the convertible option, resulting in 2,450,000 shares issued; at a price of ~~Operation~~$0.04134 per share issued for $101,283 in principal and $11,497 in accrued interest.

The Company ~~was~~ ~~incorporated~~valued ~~under~~this ~~the~~conversion feature ~~laws~~using of the ~~State~~Black ofScholes ~~Florida~~valuation onmodel ~~July~~with ~~29, 2013. The Company was established to manufacture and distribute high-quality, hand rolled, premium cigars under~~ the ~~Rich~~following ~~Cigars~~assumptions: ~~brand~~(i) ~~name.~~as ~~Beginning~~of onSeptember ~~January 1~~30, 2018 ~~the Company~~dividend ~~wound~~yield ~~down and discontinued its operations pertaining to the manufacture and distribution~~ of ~~cigars. Effective at the~~ ~~same date~~zero, ~~the~~15 ~~Company~~days ~~began~~term ~~the process of re-focusing its operations~~ to ~~become~~maturity, arisk ~~holding~~free ~~company~~interest ~~wherein~~rate ~~its~~of ~~primary~~2.12% ~~focus would be to own~~ and ~~operate~~annualized ~~subsidiary~~volatility ~~companies~~of in183%, ~~the~~valued ~~cryptocurrency~~at ~~business~~$117,049. ~~principally~~The ~~companies either engaged in~~value ~~cryptocurrency~~of ~~mining~~the ~~directly,~~conversion ~~data~~feature ~~center~~was ~~operations~~assigned ~~for~~to ~~cryptomining, or~~ the ~~development~~derivative ofliability ~~proprietary products~~ and ~~services~~ ~~for~~created ~~the~~a ~~cryptocurrency~~loss ~~business~~and ~~sector~~a ~~itself.~~debt ~~The~~discount ~~Company~~to ~~is confident that it will~~ be ~~able~~amortized ~~to implement its new~~over ~~focus~~the ~~and~~life ~~strategy~~of in the ~~third~~convertible ~~quarter of 2018~~debt.

~~Results~~The remaining balance as of ~~Operations~~September 30, 2018 was $49,775.

~~Three~~Other ~~Months~~Related ~~Ended~~Party ~~June 30, 2018 Compared to June 30, 2017~~Loans

~~For~~Other ~~the~~than ~~three months ended June 30, 2018, we had $0 in revenues and $0 in cost of goods sold compared to $2,109 and $731 respectively for~~ the ~~same~~above ~~period~~convertible ~~one year earlier. For the three months ended June 30~~notes, ~~2018, our total operating expenses was $15,648 as compared to $155,441 for~~ the ~~three~~following ~~months~~are ~~ended~~related ~~June~~party ~~30,~~loans ~~2017. For the three months ended June 30, 2018, we incurred expenses of $0 for officers’ compensation compared~~ to ~~$48,183~~fund ~~for~~operations ~~the~~that ~~same~~bear ~~period~~no ininterest 2017. For the three months ended June 30, 2018, we incurred professional fees in the amount of $15,618, compared to $19,051 for the corresponding period in 2017. For the three months ended June 30, 2018, we incurred $30 for other general and ~~administrative~~are ~~expenses, compared to $20,347 for the same period in 2017. The changes in these categories and the reduction in total operating expenses were~~ due toon ~~the wind down and discontinuation of the prior cigar business.~~demand:

Consultant Capital Group, Inc	$	114,527
D&D Capital, Inc		211,000
Total Related Party no interest due on demand Loans	$	325,527

~~Table~~NOTE of7: ~~Contents~~EQUITY

~~For~~On ~~the~~November ~~three~~27, ~~months~~2017, ~~ended~~the ~~June~~Company ~~30,~~issued ~~2018~~1,000,000 weshares ~~had~~of ~~($74,573)~~Series inA ~~interest~~Convertible ~~expenses~~preferred ~~compared~~stock tofor ($7125,~~969)~~000. ~~for~~The ~~the~~Preferred ~~same~~Stock ~~period~~is ~~one~~convertible ~~year~~to ~~earlier. For~~ the ~~three months~~Company's ~~ended~~common ~~June~~stock. ~~30,~~Each ~~2018,~~share weof ~~had~~the ~~($173,166)~~Company's inSeries ~~Change~~A inConvertible ~~fair~~preferred ~~value~~stock ofis ~~derivative~~convertible ~~liability~~into ~~and $514~~1,~~616~~000 ~~for~~shares of the ~~same~~Company's common ~~period~~stock ~~one~~at ~~year earlier.~~a ~~For~~cost ~~the~~basis ~~three~~equivalent ~~months~~to ~~ended~~par ~~June~~value 30per share, ~~2018~~or ~~we had~~ $0.0001. inEach ~~Beneficial~~share ~~conversion~~of ~~feature~~the ~~and~~Series ~~derivative~~A ~~interest~~Convertible ~~compared~~preferred tostock ~~($403,851)~~votes ~~for~~at the ~~same~~equivalent ~~period~~of ~~one~~20,000 ~~year~~shares ~~earlier.~~of ~~For~~common ~~the~~stock. ~~three~~Conversion ~~months~~of ~~ended~~all ~~June~~Series ~~30,~~A ~~2018~~preferred westock ~~had~~is ~~($250)~~dependent inupon ~~Subscription receivable~~increasing ~~write~~the ~~off,~~number ~~compared~~of toauthorized $0shares asto ~~for~~a ~~the~~quantity ~~same~~large ~~period~~enough ~~one~~to ~~year~~cover ~~earlier. For~~ the ~~three~~conversion, ~~months~~therefore ~~ended~~conversion ~~June~~isn’t ~~30,~~triggered unless ~~2018~~the weCompany ~~had~~increases aits ~~Net~~authorized ~~Income(loss) of~~shares ~~($263,637) compared~~ to ~~($51,267)~~a ~~for~~quantity ~~the~~large ~~same~~enough ~~period~~to ~~one~~cover ~~year earlier~~conversion.

~~Six~~On ~~Months~~January ~~Ended June 30~~10, 2018 the Company ~~Compared~~issued to37,000,000 ~~June~~common 30stock restricted shares, ~~2017~~$0.0001 par value per share,

For the six months ended June 30, 2018, we had $0 in revenues and $0 in cost of goods sold compared to $4,606 and $2,382 respectively for the same period one year earlier. For the six months ended June 30, 2018, our total operating expenses was $53,948 as compared to $269,824 for the six months ended June 30, 2017. For the six months ended June 30, 2018, we incurred expenses of $0 for officers’ compensation compared to $73,648 for the same period in 2017. For the six months ended June 30, 2018, we incurred professional fees in the amount of $30,167, compared to $47,963 for the corresponding period in 2017. For the six months ended June 30, 2018, we incurred $30 for other general and administrative expenses, compared to $25,249 for the same period in 2017. The changes in these categories and the reduction in total operating expenses were due to the wind down and discontinuation of the prior cigar business.19

~~For~~Table the six months ended June 30, 2018, we had ($226,982) in interest expenses compared to ($8,266) for the same period one year earlier. For the six months ended June 30, 2018, we had $4,078,026 in Change in fair value of derivative liability and $438,792 for the same period one year earlier. For the six months ended June 30, 2018 we had ($498) in Fixed Asset Write-off and $0 for the same period one year earlier. For the six months ended June 30, 2018 we had $0 in Beneficial conversion feature and derivative interest compared to ($512,403) for the same period one year earlier. For the six months ended June 30, 2018 we had ($250) in Subscription receivable write off compared to $0 as for the same period one year earlier. For the six months ended June 30, 2018 we had a Net Income(loss) of $3,796,348 compared to ($349,477) for the same period one year earlier. Contents

~~Liquidity~~converting ~~and~~37,000 ~~Capital~~shares ~~Resources~~of the one million (1,000,000) Series A Preferred Stock,

AsOn ofFebruary ~~June 30~~28, 2018, ~~our~~the ~~cash balance~~Company ~~was~~issued ~~$453 as compared to $0 at December 31~~156,333 ~~2017. Our plan for satisfying our cash requirements for the next twelve months is through the sale of~~ shares of ~~our~~ common stock, ~~third~~valued ~~party~~at ~~financing,~~the ~~and/or~~conversion ~~traditional~~price ~~bank~~of ~~financing~~$0.18. WeThe doshares ~~not~~were ~~anticipate~~issued ~~generating sufficient amounts of revenues~~ to ~~meet~~convert ~~our working capital requirements. Consequently~~$28,140 weof ~~intend to make appropriate plans to insure~~the ~~sources~~principal amount of ~~additional capital in~~ the ~~future~~note todated ~~fund~~May ~~growth~~30, ~~and~~2017 ~~expansion~~to ~~through~~Power ~~additional~~Up ~~equity~~Lending orGroup ~~debt financing or credit facilities~~Ltd.

~~The~~On ~~Company~~March ~~must~~6, ~~raise~~2018 ~~additional funds~~the inCompany ~~order~~issued 109,569 toshares ~~fund~~of ~~our~~common ~~continued~~stock ~~operations.~~valued Weat ~~may~~the ~~not~~conversion beprice ~~successful~~of ~~in our efforts to raise additional funds or achieve profitable operations~~$0.1753. ~~Even~~The ifshares wewere ~~are~~issued ~~able~~ to ~~raise~~convert ~~additional~~$16,928 ~~funds through the sale~~ of ~~our securities or through~~ the ~~issuance of debt securities,~~principal oramount ~~loans~~and ~~from our directors or financial institutions our cash needs could be greater than anticipated in which case we could be forced to raise additional capital. At the present time~~$2,280 weof ~~have~~accrued ~~no commitments for any additional financing,~~ and ~~there~~unpaid ~~can~~interest ~~be no~~of ~~assurance~~the ~~that,~~Note ifdated ~~needed, additional capital will be available to us on commercially acceptable terms or at all. These conditions raise substantial doubt~~ as toof ~~our~~May ~~ability to continue as a going concern~~30, ~~which~~2017 ~~may make it more difficult for us~~ to ~~raise~~Power ~~additional capital~~Up ~~when~~Lending ~~needed.~~Group ~~If we cannot get the needed capital, we may not be able to become profitable and may have to curtail or cease our operations~~Ltd.

~~Operating~~On ~~Activities~~April 25, 2018 the Company issued 45,000 shares of common stock value at the conversion price of $0.078. The shares were issued to convert $3,510 of the principal amount of the Note dated as of May 30, 2017, to Power Up Lending Group Ltd.

~~During the~~On ~~six~~April ~~months ended June 30~~25, 2018, the Company ~~used~~issued 187,533 ~~cash~~shares inof common stock value at the ~~amount~~conversion price of ($~~54,198) in~~0.0754. ~~operating~~The ~~activities,~~shares ~~compared~~were issued to (convert $~~244~~14,~~860)~~140 ~~over~~of the ~~same~~principal amount ~~period~~of inthe Note dated as of September 27, 2017, to Power Up Lending Group Ltd.

~~Financing~~On ~~Activities~~May 3, 2018 the Company issued 2,500,000 shares of common stock at $0.0001par value to Shelby White, which were subsequently cancelled in July 2018.

~~During~~On ~~the~~July ~~six~~6, ~~months~~2018 ~~ended~~the ~~June~~Company issued 301, ~~2018~~715,961 ~~$54,651~~shares inof ~~net~~common ~~cash~~stock ~~was~~at ~~provided~~the toconversion ~~the~~price ~~Company~~of ~~from~~$0.03897. ~~its~~The ~~financing~~shares ~~activities,~~were ~~compared~~issued to convert $~~240~~59,~~600~~200 ~~over~~of principal amount and $7,761 of interest, on the ~~same~~Note ~~period in~~dated as of March 24, 2017, to Eagle Equities, LLC.

WeOn ~~intend~~July to7, ~~seek~~2018 ~~additional~~the ~~funding~~Company issued ~~through~~10,000,000 ~~public~~common orstock ~~private~~restricted ~~financings~~shares, to$ ~~fund~~0.0001 ~~our~~par ~~operations~~value ~~through~~per ~~fiscal~~share, ~~2018~~converting ~~and beyond. However~~10,000 ifshares weof ~~are~~the ~~unable~~one tomillion ~~raise~~(1,000,000) ~~additional~~Series ~~capital~~A ~~when~~Preferred ~~required or on acceptable terms, or achieve cash flow~~Stock.

17On August 3, 2018 the Company issued 2,298,212 shares of common stock at the conversion price of $0.04134. The shares were issued to convert $ 95,008; $92,621 of principal amount and $2,387 of interest, on the Note dated as of March 27, 2017, to D&D Capital, Inc.

~~Table~~On August 6, 2018 the Company issued 150,000 shares of ~~Contents~~restricted common stock, $0.0001 par value per share for payment of services to individuals for a total value of $15.

~~positive~~On ~~operations~~September 12, we2018 ~~may~~the ~~have~~Company issued to812,000 ~~significantly delay~~shares ~~product~~of ~~development~~common ~~and~~stock ~~scale~~at ~~back~~the ~~operations~~conversion ~~both~~price of ~~which~~$0.06. ~~may~~The ~~affect~~shares ~~our~~were ~~ability~~issued to ~~continue~~convert $44,016 of principal amount and $4,704 of interest, on the Note dated as aof ~~going~~March ~~concern~~27, 2017, to Crown Bridge Partners LLC.

~~Off~~On ~~Balance~~September ~~Sheet~~12, ~~Arrangements~~2018 the Company issued 2,450,000 shares of common stock at the conversion price of $0.04134. The shares were issued to convert $101,283 of principal amount, on the Note dated as of March 27, 2017, to S&E Capital, Inc.

~~None~~On September 28, 2018 the Company issued 619,277 shares of common stock at the conversion price of $0.05023. The shares were issued to convert $27,860 of principal amount and $3,246 of interest, on the note dated May 15, 2017 to M Svorai Investment, Inc.

On September 30, 2018 the Company signed a Common Stock Purchase Agreement with Triton Funds LP, who was committed to purchase from time to time and the Company issue and sell One Million Dollars ($1,000,000) of the Company’s Common Stock. The purchase price was established at 18% discount to lowest closing price five days prior to the Closing Date.

On September 30, 2018 the Company signed a Registration Rights Agreement to Triton Funds LP, related to the Common Stock Purchase Agreement.

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NOTE 8: COMMITMENTS AND CONTINGENCIES;

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of September 30, 2018, the Company is not aware of any contingent liabilities that should be reflected in the accompanying consolidated financial statements.

NOTE 9: ACQUISITION NORTHWAY MINING, LLC

On August 1, 2018, the Company entered into an acquisition agreement (the “Acquisition Agreement”) to acquire the majority ownership interest of Northway Mining, LLC (“Northway”), a New York limited liability company, located at 707 Flats Road, Athens, New York. Northway is a cryptomining data center hosting third-party owned and operated cryptomining machines within its 5000 square feet facility. It currently is hosting over 1,100 machines in its facilities at Flats Road under individual service agreements with third-party machine owners.

Pursuant to the Acquisition Agreement the Company acquired fifty-five percent (55%) of the ownership units of Northway in return for an investment of $1,100,000 for the purposes of providing working capital and funds to Northway for improvements to, and expansion of, its facilities, and the purchase of 30-acres of flat land and buildings at its Athens, New York address owned by a third party per a separate “Agreement for Purchase of Property between Northway Mining, LLC and CSX4236 Motorcycle Salvage LLC” (the “Land Purchase Agreement”). (The “Acquisition”) Under the terms and conditions of the Acquisition, Northway has amended and restated its New York State limited liability company Operating Agreement, under which it is stated that it will maintain its current management.

NOTE 10: SUBSEQUENT EVENTS AFTER SEPTEMBER 30, 2018

The Company has evaluated subsequent events that occurred through the date of the filing of the Company's third quarter 2018 Form 10-Q and has determined there are the following subsequent events requiring disclosure:

On October 16, 2018, the Company issued 500,000 shares of restricted common stock for $125,000 donated to Triton Funds LLC.

On January 2, 2019, Eagle Equities, LLC declared a default of the convertible promissory note issued to them on July 3, 2018 by the Company as a result of the Company’s failure to file on time its quarterly report on Form 10-Q for the period ended September 30, 2018. In doing so, Eagle Equities invoked retroactive 22% default interest and also put into effect certain penalties under to the note, which led to their increasing the outstanding balance of the note to $140,000 (including $12,236 accrued interest) at January 22, 2019, the date at which M Svorai Investments, Inc., a related party to the Company, reached an agreement with Eagle Equities, LLC to purchase the note from Eagle Equities, LLC in order to avoid further actions that may be taken by Eagle Equities, LLC as a result of the default.

On January 24, 2019, the Company issued 60,000,000 shares of its common stock by converting 60,000 Series A Preferred Stock held by Dror Svorai, an individual and sole Director and President of the Company.

On February 1 2019, the Company issued 12,000,000 restricted shares of common stock valued at the conversion price of $0.013. The shares were issued to four unrelated parties which in aggregate purchased and converted $210,000 of the principal amount not including accrued and unpaid interest of a Note dated, September 11, 2018 which was issued to FirstFire Global Opportunities Fund, LLC

On February 4, 2019, the Company issued 5,162,242 restricted shares of common stock valued at the conversion price of $0.02712. The shares were issued to convert $100,000 of the principal amount and $40,000 of accrued and unpaid interest and penalties on the Note dated as of July 3, 2018 to Eagle Equities, LLC, which Note was purchased from

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Eagle Equities, LLC by a related party on January 22, 2019, which converted the Note in full.

On December 14, 2018, the Company was served on a litigation filed by Salcido Enterprises LLC, Index No. 18-01082 at the Supreme Court of the State of New York, County of Greene. On November 15, 2018 Northway Mining, LLC sold to Plaintiff certain number of cryptomining computers for $238,700. The Plaintiff sued the Company for failure to deliver the computers on time. On January 10, 2019 the Company received from the Plaintiff a Notice of Discontinuance of the litigation Without Prejudice. No further actions is expected.

On December 24, 2018, the Company, through Northway Mining, LLC, borrowed $486,500 from Ultegra Financial Partners, Inc., under weekly payments starting on December 28, 2018. The Company failed to make certain payments on time. As a result, on February 11, 2019, Ultegra Financial Partners, Inc. filed a lawsuit against the Company demanding payment of the loan in addition to default charges. At the time of filing of this 2018 Q3, a settlement has been reached and the withdrawal of the litigation is anticipated.

On January 16, 2019, The Company through Northway Mining, LLC, borrowed $45,000 from Grand Capital Funding, under daily payments starting on January 7, 2019. The Company failed to make certain payments on time. As a result, on February 20, 2019, Grand Capital filed a lawsuit against the Company demanding payment of the loan in addition to default charges. A settlement has been reached and the litigation is expected to be resolved.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Forward-Looking Statements and Associated Risks.

This form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "estimate,” or "continue" or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.

Going Concern

Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. As reflected in the accompanying financial restated statements, as of September 30, 2018, we had an accumulated deficit totaling $2,812,030. This raises substantial doubts about our ability to continue as a going concern.

Plan of Operation

The Company was incorporated under the laws of the State of Florida on July 29, 2013. The Company was established to manufacture and distribute high-quality, hand rolled, premium cigars under the Rich Cigars brand name. Beginning on January 1, 2018 the Company wound down and discontinued its operations pertaining to the manufacture and distribution of cigars. Effective at the same date, the Company began the process of re-focusing its operations to become a holding company wherein its primary focus would be to own and operate subsidiary companies in the cryptocurrency business, principally companies either engaged in cryptocurrency mining directly, data center operations for cryptomining, or the development of proprietary products and services for the cryptocurrency business sector itself. The Company is confident that it will be able to implement its new focus and strategy in the fourth quarter of 2018.

On August 1, 2018 the Company had entered into an agreement (the "Acquisition Agreement") to acquire the majority ownership interest of Northway Mining, LLC., a New York limited liability company, located at 707 Flats Road, Athens, New York. Based on the Acquisition Agreement, the Company was granted by the membership a fifty-five percent (55%) ownership in Northway, free and clear of all encumbrances, liens and other obligations, and the remaining forty-five percent (45%) shall remain owned by the previous members. As a result of the Company acquiring the Northway ownership interest, Northway is a majority-owned subsidiary of the Company.

Results of Operations

Three Months Ended September 30, 2018 Compared to September 30, 2017

For the three months ended September 30, 2018, we had $185,869 in revenues and $145,428 in cost of goods sold compared to $0 and $0, respectively, for the same period one year earlier. For the three months ended September 30, 2018, our total operating expenses were $ 491,819 as compared to $46,977 for the three months ended September 30, 2017. For the three months ended September 30, 2018, we incurred $484,085 for other general and administrative expenses, compared to $46,446 of general administrative expenses for discontinued operations for the same period in 2017 due to change in control and acquisition of Northway Mining.

For the three months ended September 30, 2018, we had $331,270 in interest expense compared to $19,012 for the same period one year earlier. For the three months ended September 30, 2018, we had $1,101,759 increase in fair value of derivative liability and a $370,306 decrease for the same period one year earlier. For the three months ended September 30, 2018 we had $1,409,311 in beneficial conversion feature and derivative interest compared to $0 for the

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same period one year earlier. For the three months ended September 30, 2018 we had $250 in subscription receivable write off, compared to $0 as for the same period one year earlier. For the three months ended September 30, 2018 we had a $26,028 loss on cryptocurrency compared to $0 as for the same period one year earlier. For the three months ended September 30, 2018 we had a net loss of $936,853 compared to $436,295 for the same period one year earlier.

Nine Months Ended September 30, 2018 Compared to September 30, 2017

For the nine months ended September 30, 2018, we had $185,869 in revenues and $145,428 in cost of goods sold compared to $4,606 and $2,382, respectively, for the same period one year earlier from discontinued operations. For the nine months ended September 30, 2018, our total operating expenses was $545,767 as compared to $314,575 for the nine months ended September 30, 2017. For the nine months ended September 30, 2018, we incurred $538,033 for other general and administrative expenses, compared to $238,109 for the same period in 2017. The changes in these categories and the reduction in total operating expenses were due to the wind down and discontinuation of the prior cigar business. Northway Mining, LLC, otherwise has increased revenues and expenses as well.

For the nine months ended September 30, 2018, we had $680,413 in interest expenses compared to $27,278 for the same period one year earlier. For the nine months ended September 30, 2018, we had an $8,398,544 increase in fair value of derivative liability and a decrease of $443,917 for the same period one year earlier. For the nine months ended September 30, 2018 we had $498 in Fixed Asset Write-off and $0 for the same period one year earlier. For the nine months ended September 30, 2018 we had $5,091,530 in Beneficial conversion feature and derivative interest compared to $0 for the same period one year earlier. For the nine months ended September 30, 2018 we had a $26,028 loss on cryptocurrency compared to $0 as for the same period one year earlier. For the nine months ended September 30, 2018 we had a $137,054 gain on extinguishment of debt compared to $0 as for the same period one year earlier. For the nine months ended September 30, 2018 we had a net income (loss) of $2,410,929 compared to ($785,770) for the same period one year earlier.

Liquidity and Capital Resources

As of September 30, 2018, our cash balance was $235,843 as compared to $0 at December 31, 2017. Our plan for satisfying our cash requirements for the next twelve months is through the sale of shares of our common stock, third party financing, and/or traditional bank financing. We do not anticipate generating sufficient amounts of revenues to meet our working capital requirements. Consequently, we intend to make appropriate plans to insure sources of additional capital in the future to fund growth and expansion through additional equity or debt financing or credit facilities.

The Company must raise additional funds in order to fund our continuing operations. We may not be successful in our efforts to raise additional funds or achieve profitable operations. Even if we are able to raise additional funds through the sale of our securities or through the issuance of debt securities, or loans from our directors or financial institutions our cash needs could be greater than anticipated in which case we could be forced to raise additional capital. At the present time, we have no commitments for any additional financing, and there can be no assurance that, if needed, additional capital will be available to us on commercially acceptable terms or at all. These conditions raise substantial doubt as to our ability to continue as a going concern, which may make it more difficult for us to raise additional capital when needed. If we cannot get the needed capital, we may not be able to become profitable and may have to curtail or cease our operations.

Operating Activities

During the nine months ended September 30, 2018, the Company used cash in the amount of $132,617 in operating activities, compared to $250,550 over the same period in 2017.

Investing Activities

During the nine months ended September 30, 2018, the Company used cash in the amount of $633,567 in investing activities, compared to $0 over the same period in 2017. Acquisition of building and equipment for the business

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operation of Northway Mining, LLC, required such investments.

Financing Activities

During the nine months ended September 30, 2018, $1,002,027 in net cash was provided to the Company from its financing activities, compared to $246,290 over the same period in 2017.

We intend to seek additional funding through public or private financings to fund our operations through fiscal 2018 and beyond. However, if we are unable to raise additional capital when required or on acceptable terms, or achieve cash flow positive operations, we may have to significantly delay product development and scale back operations both of which may affect our ability to continue as a going concern.

Off Balance Sheet Arrangements

None

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

Management has carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Due to the lack of personnel and outside directors, management acknowledges that there are deficiencies in these controls and procedures. Thus, the results of this evaluation determined that our internal control over financial reporting was ineffective as of ~~June~~September 30, 2018.

Changes in Internal Control Over Financial Reporting

There were no changes, other than the acquisition of Northway Mining, LLC, in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended ~~June~~September 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. The acquisition of a majority interest in Northway Mining, LLC, was supervised by Northway’s top officer, based on permanent overseen over all transactions to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~None~~Northway Mining, LLC was served on September 17, 2018, in connection with a foreclosure action against CSX4236 Motorcycle Salvage LLC, initiated by Premier Properties, Inc, in the Supreme Court of the State of New York, County of Greene No. 18-0825. The Company’s positions is that this action is totally without merit under the terms of the purchase contract. As of the date of this filing, the litigation remains open.

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ITEM 1A. RISK FACTORS

Not Applicable to Smaller Reporting Companies.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On ~~January~~February 108, 2018 the Company issued 37,000,000 common stock ~~restricted~~ shares, $0~~.0001par~~,0001 par value per share, converting 37,000 shares of the ~~one million (~~1,000,000) Series A Preferred Stock, based on the Articles of Incorporation of ~~First~~Power ~~Intercontinental~~Mining ~~Technology~~Group, Inc, ~~file~~filed with the State of ~~Delaware in December 26, 2017, including, but not limited to, Section 4(a), “Automatic Conversion”, and 4(b) “Method~~ of ~~Conversion”~~Colorado.

On February 16, 2018 the Company issued 2,000,000 shares of common stock valued at the conversion price of $0.01963. The shares were issued to pay $39,250 from certain Convertible Promissory Note, dated March 27, 2017 between Rich Cigars, Inc and Crown Bridge Partners, LLC which sold the note to D&D Capital, Inc, who finally submitted the Conversion Note. On

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April 16, 2018, D&D Capital, Inc. cancelled the share issuance and returned the 2,000,000 shares. As a result of the cancellation, the Company will file an amend its 10-Q filed for the period ended March 31, 2018 to reflect the cancellation and to correct reporting errors.

On February 28, 2018 the Company issued 156,333 shares of common stock valued at the conversion price of $0.18. The shares were issued to pay $28,140 of the principal amount of the Note dated as of May 30, 2017 having as beneficiary to Power Up Lending Group Ltd.

On March 6, 2018 the Company issued 109,569 shares of common stock valued at the conversion price of $0.1753. The shares were issued to pay $19,928 of the principal amount and $2,280 of accrued and unpaid interest of the Note dated as of May 30, 2017 having as beneficiary to Power Up Lending Group Ltd.

On May 3, 2018, the Company issued 2,500,000 shares of restricted common stock to a Shelby White. The issuance was cancelled by the Company on July 3, 2018, as the issuance was in error.

On July 6, 2018 the Company issued 10,000,000 common stock restricted shares, $0.0001 par value per share, converting 10,000 shares of the 963,000 Series A Preferred Stock, based on the Articles of Incorporation of Power Mining Group, Inc, filed with the State of Colorado.

On July 6, 2018 the Company issued 1,715,961 shares of common stock value at the conversion price of $0.3897. The shares were issued to convert $59,200 of the principal amount and $7,671 interest of the Note dated as of March 24, 2017, ~~having as beneficiary~~ to Eagle Equities LLC.

On August 3, 2018 the Company issued 2,298,212 shares of common stock value at the conversion price of $0.~~0413~~04134. The shares were issued to convert $9592,~~008.08~~621 of principal, interest including penalty charge of the Note dated as of March 27, 2017, ~~having as beneficiary~~ to D&D Capital, Inc.

On August 6, 2018 the Company ~~issued~~ 50issued 150,000 common stock restricted shares, $0.0001 par value per share, to each of three persons, 150,000 shares total, for services rendered.

On September 12, 2018 the Company issued 812,000 shares of common stock at the conversion price of $0.04134. The shares were issued to convert $44,016 of principal amount and $4,704 of interest, on the Note dated as of March 27, 2017, to Crown Bridge Partners LLC.

On September 12, 2018 the Company issued 2,450,000 shares of common stock at the conversion price of $0.04134. The shares were issued to convert $101,283 of principal amount, on the Note dated as of March 27, 2017, to S&E Capital, Inc.

On September 28, 2018 the Company issued 619,277 shares of common stock at the conversion price of $0.05023. The shares were issued to convert $27,860 of principal amount and $3,246 of interest, on the Note dated as of May 15, 2017 to M Svorai Investment, Inc.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

ITEM 4. MINE SAFETY DISCLOSURE

Not Applicable.

ITEM 5. OTHER INFORMATION

Change In Officers and Directors.

On August 1, 2018, the Company appointed Dror Svorai to its Board of Directors. Following Mr. Svorai’'s appointment and acceptance as a member of the Board of Directors, the Board of Directors accepted the resignation of Yaniv Nahon as the President/Chief Executive Officer, Secretary, Treasurer/Chief ~~Financial~~ Financial Officer and a member of the Board of Directors. Immediately following the resignation of Mr. Nahon, the Board of Directors ~~appointed~~ appointed Dror Svorai, a member of the Board of Directors, as the Corporation’'s President/Chief Executive Officer, Secretary, Treasurer and Chief Financial Officer of the Company. Therefore, as of August 1, 2018, the sole member of the Board of Directors and sole officer of the Company is Dror Svorai.

Mr. Nahon did not resign as a result of any disagreement with the Company on any matter relating to the Company’'s operations, policies or practices.

The Company has not adopted, nor has it ever had in place, any procedures by which security holders may recommend nominees to the Company’'s board of directors.

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ITEM 6. EXHIBITS

Exhibits. The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

31.1		Certification of Chief Executive Officer and Acting Chief Financial Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934
EXHIBIT NO.		DESCRIPTION
31.1		Certification of Chief Executive Officer and Acting Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
32.1		Certification of Chief Executive Officer and Acting Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-101.INS		XBRL INSTANCE DOCUMENT*
EX-101.SCH		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT*
EX-101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE*
EX-101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE*
EX-101.LAB		XBRL TAXONOMY EXTENSION LABELS LINKBASE*
EX-101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE*

* Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and otherwise are not subject to liability under those sections.

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MINING POWER GROUP, INC.

(Registrant)

Dated: ~~August~~March 2013, ~~2018~~ 2019

By: /s/ Dror Svorai

Dror Svorai

(Chief Executive Officer, Principal Executive

Officer, Acting Chief Financial Officer

and Principal Accounting Officer)

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