UNITED STATES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)
[x]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2018
or
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ________________________ to ____________ _

333-199452
Commission file number

Canna Corporation (formerly Mining Power Group, Inc.)
(Exact name of registrant as specified in its charter)

Colorado		46-3289369
State or other jurisdiction of incorporation or organization		(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 29^th Avenue, Suite 700. Aventura, FL. 33180
(Former Address and phone of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act: Common Stock, $0.0001 par value

Securities registered pursuant to section 12(g) of the Act: None

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 every Interactive Data File required to be submitted 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 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, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

[ ]

Accelerated filer

[ ]

Non-accelerated filer

[ ]

Smaller reporting company

[x ]

Emerging growth company

[ x]

Washington, D.C. 20549

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 Act).

Yes	[ ]	No	[x ]

The aggregate market value of our common shares of voting stock held by non-affiliates of our Company at June 30, 2018 computed by reference to the fixed price $ 0.275 as of the last business day of the registrant’s most recently completed second quarter ended June 30, 2018, was $1,858,506.


As of June 13, 2019 there were 226,965,896 shares of the registrant’s common stock issued and outstanding.

FORM 10-K

	TABLE OF CONTENTS
Item 1.	Business	2
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	15
Item 2.	Properties	15
Item 3.	Legal Proceedings	15
Item 4.	Mine Safety Disclosure	16
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16
Item 6.	Selected Financial Data	17
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	17
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 8.	Consolidated Financial Statements and Supplementary Data.	24
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	25
Item 9A.	Control and Procedures	25
Item 9B.	Other Information	27
Item 10.	Directors, Executive Officers and Corporate Governance.	27
Item 11.	Executive Compensation	29
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	30
Item 13.	Certain Relationships and Related Transactions, and Director Independence	31
Item 14.	Principal Accounting Fees and Services	31
Item 15.	Exhibits, Financial Statement Schedules.	32
Item 16.	Form 10-K Summary	33
SIGNATURES		33

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________to _____________

333-199452

Commission file number

Mining Power Group, Inc. (Exact name of registrant as specified in its charter)

Colorado		46-3289369
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)
18851 Northeast 29th Avenue, Suite 700 Aventura, Florida		33180-2875
(Address of principal executive offices)		(Zip Code)

(800) 304-2657

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Common

Title of each class

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

o Yes x No

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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o No

~~Indicate by~~Table ~~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~~ of ~~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). xYes o No~~Contents

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o Yes x No

Indicate by check mark whether the registrant is a large accelerated filer, 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 o Accelerated filer o Non-accelerated filer o 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 Act).

o Yes x No

The aggregate market value of our common shares of voting stock held by non-affiliates of our Company at June 30, 2017, computed by reference to the fixed price ($0.11) as of the last business day of the registrant’s most recently completed second fiscal quarter ended June 30, 2017, was $376,136.31.

As of April 13, 2018 there were 43,025,671 common shares, no par value, issued and outstanding.

TABLE OF CONTENTS

Item 1.	Business.	4
Item 1A.	Risk Factors.	6
Item 1B.	Unresolved Staff Comments.	17
Item 2.	Properties.	17
Item 3.	Legal Proceedings.	17
Item 4.	Mine Safety Disclosure.	18
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	18
Item 6.	Selected Financial Data	19
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	19
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	22
Item 8.	Consolidated Financial Statements and Supplementary Data.	22
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	40
Item 9A.	Controls and Procedures.	40
Item 9B.	Other Information.	42
Item 10.	Directors, Executive Officers and Corporate Governance.	42
Item 11.	Executive Compensation.	44
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	47
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	48
Item 14.	Principal Accounting Fees and Services.	48
Item 15.	Exhibits, Financial Statement Schedules.	49
SIGNATURES		50

PART I

FORWARD LOOKING STATEMENTS

~~This~~The ~~form~~Private ~~10-K~~Securities ~~contains forward-looking statements.~~Litigation ~~Forward-looking~~Reform ~~statements~~Act ~~are projections~~ of ~~events,~~1995 ~~revenues,~~(the ~~income,~~“Act”) ~~future~~provides ~~economic~~a ~~performance~~“safe orharbor” ~~management’s plans and objectives~~ for ~~our future operations. In some cases, you can identify~~ “forward-looking statements ~~by terminology such as “may~~”, to ~~“should”,~~encourage ~~“expects”,~~companies ~~“plans”,~~to ~~“anticipates”,~~provide ~~“believes”,~~prospective ~~“estimates”~~information, ~~“predicts”,~~ ~~“potential”~~so orlong ~~“continue”~~as orsuch ~~the~~information ~~negative~~is ofidentified ~~these~~as ~~terms~~forward-looking orand ~~other~~is ~~comparable terminology.~~accompanied ~~These~~by ~~statements~~meaningful ~~are~~cautionary ~~only~~statements ~~predictions~~identifying ~~and~~important ~~involve~~factors ~~known~~that ~~and~~could ~~unknown~~cause ~~risks,~~actual ~~uncertainties~~results ~~and~~to ~~other~~differ ~~factors,~~materially ~~including~~from ~~the risks~~those discussed in the ~~section~~forward ~~entitled~~looking ~~“Risk~~statement(s). ~~Factors”~~Canna ~~and~~Corporation ~~the~~(formerly ~~risks~~Mining ~~set~~Power ~~out below~~Group, ~~any~~Inc.) of(the ~~which may cause our~~ “Company” or ~~our~~its ~~industry’s actual~~OTC ~~results,~~Pink ~~levels~~Sheet ofstock ~~activity,~~symbol ~~performance~~“MPGR”) ordesires ~~achievements~~ to betake ~~materially~~advantage ~~different from any future results, levels~~ of ~~activity, performance~~the orsafe ~~achievements~~harbor ~~expressed~~provisions ~~or implied by these forward-looking statements. These risks include, by way~~ of ~~example~~the ~~and not in limitation:~~Act.

·In addition, representatives of the ~~uncertainty~~Company, from time to time, participate in speeches and calls with market analysts, conferences with investors and potential investors in the Company’s securities, and other meetings and conferences. Some of ~~profitability~~the ~~based~~information ~~upon~~presented ~~our~~in ~~history~~such speeches, calls, meetings and conferences may be forward-looking within the meaning of ~~losses;~~the Act. The Company’s policies are in compliance with Regulation FD.

·It ~~risks~~is ~~related~~not toreasonably ~~failure~~possible to itemize ~~obtain~~all ~~adequate~~of ~~financing~~the onmany factors and specific events that could affect the Company and/or the data center industry as a ~~timely~~whole. ~~basis~~Specific risk factors may also be communicated at the time forward-looking statements are made. The following additional factors could affect the Company’s actual results and oncause ~~acceptable~~such ~~terms~~results to ~~continue~~differ asmaterially ~~going~~from ~~concern;~~those projected, forecasted, estimated, budgeted or otherwise expressed in forward-looking statements.

·These ~~risks~~statements ~~related~~can be identified by the fact that they do not relate strictly to historical or current facts. Such statements include information regarding our current ~~operations~~beliefs, plans and expectations, including, statements regarding our future revenues, the timing and entry into new license agreements and other arrangements, partnerships and transactions in accordance with our strategy, the timing of the development of and markets for our technologies and the outcome of current legal proceedings. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “forecast,” “believe,” “continue to,” “work to,” variations of any such words or similar expressions are intended to identify such forward-looking statements.

·Forward-looking ~~other~~statements are subject to risks and uncertainties. ~~related~~Actual outcomes could differ materially from those expressed in or anticipated by such forward-looking statements due to ~~our~~a ~~business~~variety ~~plan~~of factors, including, without limitation, the risks and ~~business~~uncertainties ~~strategy~~detailed in Part I, Item 1A. “Risk Factors,” in this company’s Annual Report on Form 10-K and in MPGR’s other filings made from time to time with the SEC (copies of which may be obtained through the Investors section of this website under “SEC Filings”).

~~This~~We list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no ~~obligation~~duty to update publicly any forward-looking ~~statements if these beliefs~~statement, ~~estimates~~whether ~~and~~as ~~opinions~~a orresult ~~other~~of ~~circumstances~~new ~~should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable~~information, ~~we cannot guarantee~~ future ~~results,~~events ~~levels~~or ~~of activity~~otherwise, ~~performance~~except oras ~~achievements. Except~~may asbe required by applicable law, ~~including~~regulation ~~the~~or ~~securities~~other ~~laws~~competent oflegal ~~the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results~~authority.

~~Our~~Although ~~consolidated~~there ~~financial statements~~ are ~~stated~~no guarantees about the stock market or Canna Corporation common stock, before you invest in ~~United~~any ~~States~~security, ~~dollars~~you ~~(US$)~~can ~~and~~help protect yourself by being an educated investor. If you are ~~prepared~~interested in ~~accordance~~MPGR ~~with~~stock, ~~United~~we ~~States~~recommend ~~Generally~~that, ~~Accepted~~at ~~Accounting~~a ~~Principles.~~minimum, ~~All~~you read the company’s latest ~~references~~proxy tostatement, ~~“common~~annual ~~stock”~~report ~~refer~~and SEC Forms 10-K, 10-Q and 8-K for the past year. It is also advisable to learn more about MPGR and its industry through a variety of public materials. The Company’s recent annual reports, 10-K and 10-Q reports and other materials are accessible through this website. Other materials the ~~common~~Company ~~shares~~has infiled ~~our~~with ~~capital~~the SEC are available at: https://www.otcmarkets.com/stock/MPGR/security.

ITEM 1. BUSINESS.

GENERAL

The following is a summary of some of the information contained in this document. Unless the context requires otherwise, references in this document to “our Company,” “us,” “we,” “our,” “Canna Corporation (formerly Mining Power Group, Inc),” “~~Rich~~Northway ~~Cigars~~Mining” or the “Company” are to ~~Mining~~Canna ~~Power Group, Inc~~Corporation.

~~CORPORATE OVERVIEW AND HISTORY OF MINING POWER GROUP, INC.~~2

WeTable ~~were incorporated on July 29, 2013 under the laws~~ of the state of Florida. Originally Rich Cigars, Inc. was established to manufacture and distribute cigars under the Rich Cigars brand name. The Company continually sought to create cigars that appealed to aficionados of high-quality, hand-rolled, premium cigars. One of the founders, Alfred Rushing, has been involved with the cigar industry for more than 20 years. The Company intended to introduce new styles of premium cigars, contracted with a Nicaraguan supplier for the manufacture of hand rolled cigars, which would be distributed and sold principally in the U.S. However, as the consolidated financial statements of the Company for fiscal year 2017 demonstrate, the Company has not been successful in generating adequate revenues in order to generate a net profit or a positive cashflow.Contents

4CORPORATE OVERVIEW AND HISTORY OF CANNA CORPORATION (FORMERLY MINING POWER GROUP, INC.)

AsWe ~~the~~were ~~result~~incorporated ofon aJuly ~~change~~29, 2013 ofunder ~~control~~the laws of the ~~Company~~ onstate ~~November~~of ~~27,~~Florida. ~~2017~~Originally Rich Cigars, itInc. was ~~decided~~established to ~~wind~~manufacture ~~down~~and distribute cigars under the ~~cigar~~Rich ~~business~~Cigars ~~over~~brand ~~the~~name. ~~coming~~The ~~months~~Company ~~and~~continually ~~have~~sought ~~the~~to ~~Company~~create ~~enter into~~cigars ~~new,~~that ~~unrelated~~appealed ~~business~~to ~~areas~~aficionados of high-quality, hand-rolled, premium cigars. ~~Until~~One of the ~~new~~founders, ~~business~~Alfred ~~strategies~~Rushing, ~~are~~has ~~ready~~been involved with the cigar industry for ~~implementation,~~more ~~and~~than a20 years. The Company intended to introduce new ~~management~~styles ~~team~~of ~~engaged~~premium cigars, contracted with a Nicaraguan supplier for the manufacture of hand ~~Richard~~rolled ~~Davis~~cigars, ~~sole~~which ~~officer~~would be distributed and ~~director~~sold ofprincipally in the U.S. However, as the consolidated financial statements of the Company for fiscal year 2017 demonstrated, the Company has not been ~~retained~~successful onin angenerating ~~interim~~adequate ~~basis~~revenues in order to generate a net profit or a positive cashflow.

As athe result of ~~the~~a change inof ~~business, the~~control ~~Company redomiciled from Florida to Colorado and in doing so, changed its name to “Intercontinental Technology, Inc.” Under advice~~ of ~~counsel,~~the Company on ~~December~~November 2627, 2017, ~~the~~it ~~Company,~~was ~~re-domiciled~~decided to ~~Delaware~~wind ~~under~~down the ~~terms~~cigar ~~and~~business ~~conditions~~over ofthe afollowing ~~Section 251(g)~~months ~~reorganization~~and ~~under~~have ~~Delaware General Corporation law (~~the ~~“Reorganization”), and future adjusted its name to~~Company ~~“First~~enter ~~Intercontinental~~into ~~Technology~~new, ~~Inc.”~~unrelated ~~due~~business ~~the~~areas. ~~unavailability~~Until of the ~~name~~new ~~“Intercontinental~~business ~~Technology,~~strategies ~~Inc.” in~~are ~~the~~ready ~~State~~for ofimplementation, ~~Delaware. The Reorganization was subsequently annulled~~ and ~~vitiated~~a bynew ~~the~~management team ~~Company in February 2018~~engaged, ~~and~~Richard ~~the Company returned to Colorado under its current name “Mining Power Group~~Davis, ~~Inc.”~~sole ~~and~~officer ~~filed amended~~ and ~~restated~~director ~~Articles~~ of ~~Incorporation (collectively,~~ the ~~“February~~Company, ~~Corporate~~was ~~Changes”).~~retained ~~The February Corporate Changes were filed with the Securities and Exchange Commission~~ on ~~Form~~an ~~8-K~~interim ~~on February 26, 2018~~basis.

On ~~January~~May 3110, 2018, ~~the~~Yaniv ~~Company~~Nahon ~~purchased~~assumed the ~~proprietary,~~CEO ~~intellectual~~position ~~property assets, including patents~~ and ~~patents~~Richard ~~pending~~Davis ~~rights~~resigned. inOn ~~nine~~July ~~(9)~~31, ~~countries of Simple Cork~~2018, ~~Inc.,~~ aDror ~~Florida corporation~~Svorai, ~~with~~controlling ~~the~~shareholder ~~intent~~assumed ~~of development~~ the ~~assets~~CEO ~~into~~position ~~commercial products under the brand name, Simple Cork™~~from ~~(the~~Yaniv ~~“Asset~~Nahon ~~Purchase”). Terms of the Asset Purchase~~ and ~~its~~Yaniv ~~material~~Nahon ~~documents were filed with the Securities and Exchange Commission on Form 8-K on February 6, 2018~~resigned.

As a result of the change in business, the Company redomiciled from Florida to Colorado and in doing so, changed its name to “~~Simple~~Intercontinental ~~Cork™”~~Technology, ~~represents~~Inc.” aUnder ~~family~~advice of ~~self-contained~~counsel, ~~devices~~on ~~designed~~December 26, 2017, the Company, re-domiciled to ~~revolutionize~~Delaware under the ~~opening~~terms and conditions of ~~wine~~a ~~bottles~~Section 251(g) ~~sealed~~reorganization ~~with~~under aDelaware ~~cork~~General orCorporation alaw ~~cork-like~~(the ~~closure~~“Reorganization”), and future adjusted its name to “First Intercontinental Technology, Inc.” due the unavailability of the name “Intercontinental Technology, Inc.” ~~Each~~in ~~product~~the State of Delaware. The Reorganization was subsequently annulled and vitiated by the Company in February 2018, and the ~~family~~Company returned ~~provides~~to aColorado ~~new~~under ~~level~~the ofname ~~customer~~“Mining ~~convenience~~Power ~~for~~Group, ~~wine~~Inc.” ~~customers~~and filed amended and anrestated ~~elegant~~Articles ~~closure~~of ~~that~~Incorporation (collectively, ~~represents~~the “February Corporate Changes”). The February Corporate Changes were filed with the Securities and aExchange ~~competitive~~Commission ~~advantage~~on toForm ~~wineries~~8-K ~~using~~on itFebruary 26, 2018.

~~Each~~On ~~device~~February is2018, ~~comprised~~the ofCompany aannounced that ~~cork~~it ~~opener~~would ~~apparatus embedded~~enter into acryptomining ~~cork~~business. or“Cryptomining” ~~food-grade~~is ~~composite~~the ~~substrate~~fundamental ~~which,~~methodology inof ~~the~~earning ~~primary~~and/or ~~version,~~creating digital ~~has~~currencies ~~retractable~~such as Bitcoin, ~~folding~~Litecoin ~~telescoping~~and ~~handles for~~others, ~~efficient~~through ~~cork~~the -use ~~pulling.~~of Itdedicated, ~~simplifies~~specialized ~~the~~mining ~~act~~machines ofthat ~~opening~~perform complex amathematical ~~wine~~functions ~~bottle~~to inmine a ~~safer~~cryptocurrency and ~~more~~also ~~secure~~process ~~way~~cryptocurrency ~~without~~transactions. ~~depending~~These ~~on external~~machines ~~devices~~operate ~~such~~24-hours per asday, ~~cork~~7-~~screws.~~days ~~Simple~~per ~~Cork™~~week ~~makes~~within ~~obsolete~~mining-dedicated, ~~the~~temperature-controlled ~~traditional~~server ~~cork~~centers ~~screw~~that ~~opener,~~provide ~~and~~complete ~~also~~end-to-end ~~eliminates~~technical ~~the~~and ~~risk~~other ofsupport ~~breaking~~for ~~the~~“peace ~~cork~~of inmind” ~~the process~~ and ~~having~~uninterrupted ~~cork pieces fall into the wine in the bottle – a common problem with cork-screws~~operation.

~~The~~As ~~strategic~~a ~~intent~~result of ~~the~~this ~~Company~~change, ~~is to complete~~ the Company ~~development~~renamed ofitself ~~the~~“Mining ~~proprietary~~Power ~~patent-protected~~Group, ~~Simple~~Inc.” ~~Cork™~~to ~~product~~accentuate ~~line~~the ~~during~~strategy. ~~2018-2019,~~At ~~with~~the ~~primary~~time ~~market introductions~~ of ~~the~~this ~~product~~filing ~~line~~2018 inon Form 10-K, the ~~U.S.~~Company ~~and~~is ~~Europe~~exploring inadditional ~~2019~~revenue-generating opportunities.

In February 2018 the Company announced that as a short-term strategy to generate revenue while the Company completes the development of Simple Cork™ and makes further investment in it, it would enter the burgeoning cryptomining business.

“Cryptomining” is the fundamental methodology of earning and/or creating digital currencies such as Bitcoin, Litecoin and others, through the use of dedicated, specialized mining machines that perform complex mathematical functions to mine a cryptocurrency and also process cryptocurrency transactions. These machines operate 24-hours per day, 7-days per week within mining-dedicated, temperature-controlled server centers that provide complete end-to-end technical and other support for “peace of mind” and uninterrupted operation.

As a result of the short-term focus on cryptomining, the Company renamed itself “Mining Power Group, Inc.” to accentuate the strategy. At the time of the filing of this report on form 10-K, the Company is exploring additional revenue-generating opportunities.

As the Company entered 2018, its legacy cigar business was discontinued as it focused its efforts in the new areas with its remaining inventory being liquidated.

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 several hundred machines in its facilities at 2 Flint Mine Rd., 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 (U.S.) 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 that separate “Agreement for Purchase of Property between Northway Mining, LLC and CSX4236 Motorcycle Salvage LLC” (the “Land Purchase Agreement”). (The

Table of Contents

“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.

On April 4, 2019, the Company effected a name change in the State of Colorado from Mining Power Group, Inc. to “Canna Corporation” in preparation for a refocus of its business plan. Similarly, the name change was filed in the State of Florida, where the Company’s headquarters are located.

EMPLOYEES

During ~~2017~~2018, the Company had up to ~~five~~three consultants including our current officer and sole director ~~Richard~~Dror ~~Davis~~Svorai, ~~and former officers and directors, Alfred Rushing, and Michael Rushing,~~ under hourly oral consulting agreements,. ~~and~~The existing ~~former~~personnel ~~director~~in ~~Reginald~~Northway ~~Saunders~~Mining, ~~under~~LLC., awas ~~written~~laid-off ~~consulting~~and ~~agreement.~~there ~~There~~ are no employees at this time.

5Other than the current officer and director, the Company does not have a written employment agreement with its officer and director at this time.

other than the current officer and director. The Company does not have a written employment agreement with its officer and director at this time.

Our officer and director is responsible for planning, development and operational duties. The Company has no intention of hiring additional employees until it has sufficient, reliable revenue from our operations or supplemental third-party financing to support its new business direction.

~~REPORTS~~REPORT TO SECURITIES HOLDERS

We provide an annual report that includes audited financial information to our shareholders. We will make our financial information equally available to any interested parties or investors through compliance with the disclosure rules for a small business issuer under the Securities Exchange Act of 1934. We are subject to disclosure filing requirements including filing Form 10K annually and Form 10Q quarterly. In addition, we will file Form 8K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

~~Item~~ITEM 1A. ~~Risk~~RISK ~~Factors~~FACTORS.

FORWARD LOOKING STATEMENTS.

THIS DOCUMENT INCLUDES FORWARD-LOOKING STATEMENTS, INCLUDING, WITHOUT LIMITATION, STATEMENTS RELATING TO ~~MINING~~CANNA ~~POWER GROUP~~CORPORATION’S PLANS, STRATEGIES, OBJECTIVES, EXPECTATIONS, INTENTIONS AND ADEQUACY OF RESOURCES. THESE FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER FACTORS THAT MAY CAUSE OUR COMPANY'S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, AMONG OTHERS, THE FOLLOWING: OUR ABILITY OF TO IMPLEMENT OUR BUSINESS STRATEGY; ABILITY TO OBTAIN ADDITIONAL FINANCING; ~~MINING~~CANNA ~~POWER GROUP~~CORPORATION’S LIMITED OPERATING HISTORY; UNKNOWN LIABILITIES ASSOCIATED WITH FUTURE ACQUISITIONS; ABILITY TO MANAGE GROWTH; SIGNIFICANT COMPETITION; ABILITY TO ATTRACT AND RETAIN TALENTED EMPLOYEES; AND FUTURE GOVERNMENT REGULATIONS; AND OTHER FACTORS DESCRIBED IN THIS FILING OR IN OTHER OF ~~MINING~~CANNA ~~POWER GROUP~~CORPORATION’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. ~~MINING~~CANNA ~~POWER~~CORPORATION ~~GROUP~~ IS UNDER NO OBLIGATION, TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

~~RISKS RELATED TO OUR COMPANY AND THE BUSINESS~~4

~~LIMITED~~Table ~~OPERATING~~of ~~HISTORY~~Contents

~~There~~RISKS ~~can~~RELATED beTO noOUR ~~assurance that our management~~COMPANY ~~will~~AND beTHE successful in its attempts to implement the our business plan, build the corporate infrastructure required to support operations at the levels called for by our business plan or that we will generate sufficient revenues to meet expenses or to achieve or maintain profitability. We will encounter risks and difficulties that companies at a similar stage of development frequently experience, including the potential failure to:BUSINESS

·OUR ~~Obtain~~MANAGEMENT ~~sufficient~~TEAM ~~working~~HAS ~~capital~~A toLIMITED ~~support~~OPERATING ~~our establishment and expansion;~~HISTORY

·There ~~Find~~can ~~and~~be ~~realize~~no ~~the~~assurance ~~asset~~that our management ~~opportunities~~will be successful in its attempts to implement the our business plan, build the corporate infrastructure required to support operations at the levels called for by our business plan or that we will generate ~~revenue;~~sufficient revenues to meet expenses or to achieve or maintain profitability. We will encounter risks and difficulties that companies at a similar stage of development frequently experience, including the potential failure to:

· ~~Maintain~~Obtain ~~adequate~~sufficient ~~control~~working ofcapital ~~our expenses allowing us~~ to ~~realize~~support ~~anticipated~~our ~~income~~establishment ~~growth;~~ and expansion;

6· Find and realize the asset management opportunities required to generate revenue;

· ~~Anticipate~~Maintain ~~and~~adequate ~~adapt~~control toof ~~changing conditions in the tobacco products industry resulting from changes in government regulations, mergers and acquisitions involving~~ our ~~competitors,~~expenses ~~technological~~allowing ~~developments~~us ~~and~~to ~~other~~realize ~~significant~~anticipated ~~competitive~~income ~~and~~growth; ~~market dynamics.~~and

~~OUR~~· ~~MANAGEMENT~~Anticipate ~~TEAM~~and ~~HAS~~adapt NOto ~~EXPERIENCE~~changing ~~OPERATING A~~conditions ~~PUBLIC~~in ~~COMPANY.~~the ~~ANY~~tobacco ~~FAILURE~~products TOindustry ~~COMPLY~~resulting ORfrom ~~ADEQUATELY~~changes ~~COMPLY~~in WITH FEDERAL AND STATE SECURITIES LAWS, RULES OR REGULATIONS COULD SUBJECT US TO FINES OR REGULATORY ACTIONS, WHICH MAY MATERIALLY ADVERSELY AFFECT OUR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.government

~~Members~~· of our management team have no experience managing and operating a public company and may rely in many instances on the professional experience and advice of third parties including its attorneys and accountants. Failure to comply or adequately comply with any federal or state securities laws, rules, or regulations ~~may result in fines or regulatory actions~~, ~~which~~mergers ~~may~~and ~~materially~~acquisitions ~~adversely~~involving ~~affect~~ our ~~business~~competitors, ~~results~~technological ofdevelopments ~~operation, or financial condition~~ and ~~could~~other result in delays in achieving either the effectiveness of a registration statement relating to the Securities being sold in this Offering or the development of an active and liquid trading market for our common stock.significant

~~OUR~~· ~~INDEPENDENT~~competitive ~~REGISTERED~~and ~~PUBLIC~~market ~~ACCOUNTING FIRM HAS EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN~~dynamics.

~~The~~OUR ~~audited~~MANAGEMENT ~~consolidated~~TEAM ~~financial~~HAS ~~statements~~LIMITED ~~included~~EXPERIENCE inOPERATING ~~the~~A ~~registration~~PUBLIC ~~statement~~COMPANY. ~~have~~ANY ~~been~~FAILURE ~~prepared~~TO ~~assuming~~COMPLY ~~that~~OR weADEQUATELY ~~will~~COMPLY ~~continue~~WITH asFEDERAL aAND ~~going~~STATE ~~concern~~SECURITIES ~~and~~LAWS, ~~do not include~~RULES ~~any~~OR ~~adjustments~~REGULATIONS ~~that~~COULD ~~might~~SUBJECT ~~result~~US ifTO weFINES ~~cease~~OR toREGULATORY ~~continue~~ACTIONS, asWHICH aMAY ~~going~~MATERIALLY ~~concern.~~ADVERSELY WeAFFECT ~~have~~OUR ~~incurred~~BUSINESS, ~~significant~~RESULTS ~~losses since our inception.~~OF WeOPERATIONS ~~have~~AND ~~funded~~FINANCIAL ~~these losses primarily through the sale of securities~~CONDITION.

~~Based~~Members onof our ~~financial~~management ~~history~~team ~~since inception,~~have limited experience managing and operating a public company and may rely in ~~their~~many ~~report~~instances on the ~~consolidated~~professional ~~financial~~experience ~~statements~~and ~~for~~advice of ~~the~~third ~~year~~parties ~~ended~~including ~~December~~its 31attorneys and accountants. Failure to comply or adequately comply with any federal or state securities laws, ~~2017~~rules, ~~our~~or ~~independent~~regulations ~~registered~~may ~~public accounting~~result ~~firm~~in ~~has~~fines ~~expressed~~or ~~substantial~~regulatory ~~doubt~~actions, aswhich tomay ~~our~~materially ~~ability~~adversely toaffect ~~continue~~our asbusiness, aresults of ~~going~~operation, ~~concern.~~or Wefinancial ~~are~~condition aand ~~development~~could ~~stage~~result ~~company that~~in ~~has~~delays ~~not~~in ~~commenced~~achieving ~~revenue.~~either ~~There~~the iseffectiveness noof ~~assurance~~a ~~that~~registration ~~any~~statement relating ~~revenue~~to ~~will~~the beSecurities ~~realized~~being sold in this Offering or the ~~future~~development of an active and liquid trading market for our common stock.

~~There~~WE ~~can~~ARE beSUBJECT noTO ~~assurance~~INTENSE that we will have adequate capital resources to fund planned operations or that any additional funds will be available to us when needed or at all, or, if available, will be available on favorable terms or in amounts required by us. If we are unable to obtain adequate capital resources to fund operations, we may be required to delay, scale back or eliminate some or all of our operations, which may have a material adverse effect on our business, results of operations and ability to operate as a going concern.COMPETITION

IFThe WECompany ~~NEED~~operates ~~ADDITIONAL~~in ~~CAPITAL~~a TOhighly competitive ~~FUND~~environment, ~~OUR~~in ~~FUTURE~~the United States and if the case may be, internationally. The data-center industry is characterized ~~OPERATIONS~~by intense competition, WEbased ~~MAY~~primarily ~~NOT~~on BEenergy ~~ABLE~~availability, TOcredit ~~OBTAIN~~availability, ~~SUFFICIENT~~price, ~~CAPITAL~~reliability ~~AND~~of ~~MAY~~permanent BEoperation, ability ~~FORCED~~to TOtailor ~~LIMIT~~specific ~~THE~~solutions ~~SCOPE~~to OFcustomer ~~OUR~~needs, ~~OPERATIONS~~safety, security measures, service and support.

IfWeakness ~~adequate~~in ~~additional~~demand, ~~financing~~especially ~~is not available~~due onto ~~reasonable~~the ~~terms,~~fall wein ~~may~~price ~~not~~on becryptocurrencies ~~able~~intensifies tothe ~~undertake~~competitive ~~sufficient~~environment ~~sales~~in ~~and~~which ~~business~~the ~~development~~Company ~~efforts~~operates. ~~required~~The toCompany ~~identify clients~~competes ~~and assist them~~ with ~~asset~~a ~~acquisitions,~~variety ~~development~~ of ~~their~~regional, ~~real~~national ~~estate~~and ~~projects~~international ordata-centers, ~~management~~some of ~~existing stabilized assets,~~ which ~~may~~have ~~result~~greater infinancial aresources ~~negative~~than ~~impact~~the toCompany. The ~~our~~Company ~~cash~~also ~~flow~~faces ~~and~~competition wefrom ~~would~~companies ~~have~~entering toor ~~modify~~expanding ~~our~~worldwide ~~business~~installations ~~plans~~based ~~accordingly.~~on ~~There~~less isexpensive noenergy ~~assurance~~and ~~that~~human ~~additional~~resources ~~financing will be available to us~~costs.

InOUR ~~connection~~PROFIT ~~with~~MARGINS ~~our~~ARE growth strategies, we may experience increased capital needs and accordingly, we may not have sufficient capital to fund our future operations without additional capital investments. Our capital needs will depend on numerous factors, including (i) our profitability; (ii) the development of similar products undertaken by our competition; (iii) the level of our investment in sales and marketing; and (iv) the amount of our capital expenditures, including corporate acquisitions. We cannot assure you that we will be able to obtain capital in the future to meet our needs.NARROW

InAs ~~recent~~a ~~years,~~result ~~the~~of ~~securities~~intense ~~markets~~price incompetition in the ~~United~~industry, ~~States~~the ~~have~~Company ~~experienced~~has anarrow ~~high~~gross ~~level~~profit and operating profit margins. These narrow margins magnify the impact on operating results of ~~price~~variations in sales and ~~volume~~operating ~~volatility,~~costs. Future gross profit and ~~the~~operating ~~market~~margins ~~price~~may ofbe ~~securities~~adversely ofaffected ~~many~~by ~~companies~~changes ~~have~~in ~~experienced~~product ~~wide~~mix, ~~fluctuations~~vendor ~~that~~pricing ~~have~~actions ~~not~~and ~~necessarily~~competitive ~~been~~and ~~related~~economic topressures. ~~the~~In ~~operations~~addition, ~~performances,~~failure ~~underlying~~to ~~asset~~attract ~~values~~new sources of business orfrom ~~prospects~~expansion of ~~such~~products ~~companies.~~or ~~For~~services ~~these~~or entry into new markets may adversely affect future gross profit and operating margins.

~~reasons,~~Table ~~our~~of ~~common stock can also be expected to be subject to volatility resulting from purely market forces over which we will have no control.~~Contents

IfWE weARE ~~cannot~~SUBJECT ~~obtain~~TO ~~additional~~A ~~funding~~VOLATILE, weFLUCTUATING ~~may~~CRYPTOCURRENCY be required to: (i) limit our expansion; (ii) limit our marketing efforts; and (iii) decrease or eliminate capital expenditures. Such reductions could materially adversely affect our business and our ability to compete.MARKET

~~Even~~After ifthe wehighs ~~do find a source~~ of ~~additional capital~~2017, we ~~may~~which ~~not be able to negotiate terms and conditions for receiving~~ saw the ~~additional~~benchmark ~~capital~~standard, ~~that~~Bitcoin, ~~are~~surge ~~favorable~~ to ~~us.~~$20,000, ~~Any future capital investments could dilute or otherwise materially and adversely affect~~ the ~~holdings~~world's ormost ~~rights~~valuable ofcryptocurrency ~~our~~is ~~existing~~currently ~~shareholders. In~~trading ~~addition,~~close ~~new equity or convertible debt securities issued by us~~ to ~~obtain~~its ~~financing could have rights, preferences and privileges~~lowest ~~senior~~point toin ~~the~~16 ~~Shares~~months. WeBitcoin ~~cannot~~has ~~give~~fallen by ~~you~~almost ~~any~~80% ~~assurance~~over ~~that~~the ~~any~~last ~~additional financing will be available to us, or if available, will be on terms favorable to us~~year.

~~SHAREHOLDERS~~There ~~WILL~~have ~~EXPERIENCE~~been ~~DILUTION~~five OFmajor ~~THEIR~~price ~~OWNERSHIP~~spikes ~~INTEREST~~in ~~BECAUSE~~Bitcoin's OF10-year ~~THE~~history, ~~FUTURE~~and ~~ISSUANCE~~after OFeach ~~ADDITIONAL~~previous ~~SHARES~~crash OFthe ~~OUR~~market ~~COMMON~~has ~~STOCK~~managed to recover to even higher levels. But the scale of the 2018 losses have left some cryptocurrency experts questioning whether Bitcoin will once again see a market turn-around.

IfOUR weINDEPENDENT ~~raise~~REGISTERED ~~additional capital subsequent to~~PUBLIC ~~hereto~~ACCOUNTING ~~through~~FIRM ~~the~~HAS ~~issuance~~EXPRESSED ofSUBSTANTIAL ~~equity~~DOUBT orAS ~~convertible~~TO ~~debt~~OUR ~~securities,~~ABILITY ~~the~~TO ~~percentage~~CONTINUE ~~ownership~~AS ofA ~~our~~GOING ~~company held by existing shareholders will be reduced and those shareholders may experience significant dilution~~CONCERN. In addition, we may also have to issue securities that may have rights, preferences and privileges senior to our common stock. In the event we seek to raise additional capital through the issuance of debt or its equivalents, this will result in increased interest expense.

WEThe ~~WILL~~audited ~~DEPEND~~consolidated ~~UPON~~financial statements ~~MANAGEMENT~~included ~~BUT~~in WEthis ~~MAY~~10-K AThave been prepared assuming that we will continue as a going concern and do not include any adjustments ~~TIMES~~that ~~HAVE~~might ~~LIMITED~~result ~~PARTICIPATION~~if OFwe ~~MANAGEMENT~~cease to continue as a going concern.

~~Our~~We ~~director~~have isincurred ~~also~~significant ~~acting~~losses since as our ~~sole officer~~inception. We ~~will~~have befunded ~~heavily~~these ~~dependent~~losses ~~upon~~primarily ~~their~~through ~~skills,~~the ~~talents,~~sale ~~and~~of ~~abilities,~~securities. asBased ~~well~~on asour ~~several~~financial ~~consultants~~history ~~to us~~since inception, toin ~~implement~~their ~~our business~~report ~~plan,~~on ~~and~~the ~~may,~~consolidated ~~from~~financial ~~time~~statements tofor ~~time,~~the ~~find~~year ~~that~~ended ~~the~~December ~~inability~~31, of2018, ~~the~~our ~~officer,~~independent ~~director~~registered public ~~and~~accounting ~~consultants~~firm tohas ~~devote~~expressed ~~their~~substantial ~~full-time attention~~doubt as to our ~~business~~ability ~~results~~to incontinue as a ~~delay~~going inconcern. ~~progress~~We ~~toward~~are ~~implementing~~a ~~our~~development ~~business~~stage company ~~plan.~~that ~~Consultants~~had ~~may~~decreasing berevenue. ~~employed~~There ~~on a~~is ~~part-time~~no ~~basis~~assurance ~~under~~that aany ~~contract~~revenue towill be ~~determined~~realized in the future.

~~Our~~There ~~director~~can ~~and~~be ~~officer~~no ~~is,~~assurance orthat ~~may become,~~we inwill ~~his~~have ~~individual~~adequate ~~capacity,~~capital anresources ~~officer,~~to ~~director,~~fund ~~controlling~~planned ~~shareholder~~operations ~~and/~~or ~~partner~~that ofany ~~other~~additional ~~entities~~funds engaged in a variety of businesses. Thus, our officer and director may have potential conflicts including their time and efforts involved in participation with other business entities. During 2017, each officer and director of our business, except for Richard Davis, is engaged in business activities outside of our business, and the amount of time they devote as Officers and Directors to our business will be upavailable to 25 ~~hours~~us ~~per~~when ~~week.~~needed or ~~During~~at ~~2017~~all, ~~Richard Davis~~or, ~~President~~if available, ~~worked full time pursuing the business plan. Because investors~~ will ~~not~~ be ~~able~~available toon ~~manage~~favorable ~~our~~terms ~~business,~~or ~~they~~in ~~should~~amounts ~~critically~~required ~~assess~~by ~~all of the information concerning our current officer and director~~us.

WeIf dowe ~~not~~are ~~know~~unable ofto ~~any~~obtain ~~reason~~adequate capital ~~other~~resources ~~than~~to ~~outside business~~fund ~~interests~~operations, ~~that~~we ~~would~~may ~~prevent~~be ~~them~~required ~~from~~to ~~devoting~~delay, ~~full-time~~scale toback or eliminate some or all of our ~~Company~~operations, ~~when~~which may ~~the~~have a material adverse effect on our business, ~~may~~results ~~demand~~of ~~such~~operations ~~full-time participation~~and ability to operate as a going concern.

IF WE ~~WILL~~NEED ADDITIONAL CAPITAL TO FUND OUR FUTURE OPERATIONS, WE MAY NOT BE ~~DEPENDENT~~ABLE ~~UPON~~TO ~~KEY~~OBTAIN ~~PERSONNEL~~SUFFICIENT ~~FOR~~ CAPITAL AND MAY BE FORCED TO LIMIT THE ~~FORESEEABLE~~SCOPE ~~FUTURE~~OF OUR OPERATIONS.

WeIf ~~will~~adequate beadditional ~~dependent on several key members~~financing ofis ~~its~~not ~~management~~available ~~and~~on ~~operations~~reasonable ~~teams~~terms, ~~for~~we ~~the~~may ~~foreseeable~~not ~~future.~~be Inable ~~particular,~~to weundertake ~~have~~sufficient ~~been~~sales and ~~remain~~business ~~dependent~~development onefforts ~~Richard~~required ~~Davis~~to asidentify ~~our~~clients ~~President.~~and ~~The~~assist ~~loss~~them ofwith ~~his~~asset ~~services~~acquisitions, ~~could~~development ~~have~~of atheir ~~material~~real ~~adverse~~estate ~~effect~~projects onor ~~our~~management ~~operations~~of ~~and prospects. At this~~existing ~~time,~~stabilized ~~we have no employment agreements with any individuals~~assets, ~~though~~which ~~it is contemplated that the Company~~ may result in ~~the~~a ~~future~~negative ~~enter into~~impact ~~such~~to ~~agreements~~our ~~with~~cash ~~certain~~flow ~~of its key employees on terms~~ and ~~conditions~~we ~~usual~~would ~~and~~have ~~customary~~to ~~for~~modify ~~its~~our ~~industry.~~business Weplans ~~do not~~accordingly. ~~currently~~There ~~have~~is ~~any~~no ~~"key~~assurance ~~man"~~that ~~life~~additional ~~insurance~~financing onwill ~~any~~be ~~employees~~available orto ~~our officer~~us.

WEIn ~~MAY~~connection ~~REQUIRE~~with ~~ADDITIONAL~~our ~~FUNDING~~growth strategies, we may experience increased capital needs and accordingly, we may not have sufficient capital to fund our future operations without additional capital investments. Our capital needs will depend on numerous factors, including (i) our profitability; (ii) the development of similar products undertaken by our competition; (iii) the level of our investment in sales and marketing; and (iv) the amount of our capital expenditures, including corporate acquisitions. We cannot assure you that we will be able to obtain capital in the future to meet our needs.

WeIn ~~are~~recent ~~highly~~years, ~~dependent~~the onsecurities markets in the ~~infusion~~United States have experienced a high level of price and volume volatility, and the market price of securities of ~~additional~~many ~~capital~~companies ~~through~~have ~~other~~experienced ~~private~~wide ~~placements~~fluctuations orthat ~~loans~~have ~~supporting~~not ~~ongoing~~necessarily been related to the operations, ~~and~~performances, ~~expansion~~underlying asset values or prospects of such companies. IfFor wethese ~~are~~reasons, ~~not~~our ~~successful in~~common ~~obtaining~~stock ~~additional~~can ~~capital~~also itbe ~~could~~expected to be ~~necessary~~subject to volatility resulting from purely market forces over which we will have no control.

8If we are not able to obtain additional funding, we may be required to: (i) limit our expansion; (ii) limit our marketing efforts; and (iii) decrease or eliminate capital expenditures. Such reductions could materially adversely affect our business and our ability to compete.

seek additional financing elsewhere or to materially curtail our expansion plans. There can be no assurance that such other financing would be available to us on satisfactory terms or at all. Failure to obtain such financing could materially impair our ability to increase sales and achieve profitability.6

WETable ~~ARE~~of AN “EMERGING GROWTH COMPANY,” AND ANY DECISION ON OUR PART TO COMPLY ONLY WITH CERTAIN REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO “EMERGING GROWTH COMPANIES” COULD MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS.Contents

WeEven ~~are~~if ~~an “emerging growth company,” as defined in the JOBS Act, and, for as long as~~ we ~~continue~~do tofind bea ansource ~~“emerging growth company,” we expect and fully intend to take advantage~~ of ~~exemptions from various reporting requirements applicable to other public companies but not to “emerging~~additional ~~growth companies~~capital,” ~~including,~~we ~~but~~may not ~~limited~~be ~~to,~~able ~~not being required~~ to ~~comply~~negotiate ~~with~~terms ~~the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports~~ and ~~proxy~~conditions ~~statements,~~for ~~and~~receiving ~~exemptions from~~ the ~~requirements~~additional ofcapital ~~holding~~that aare ~~nonbinding~~favorable ~~advisory~~to ~~vote~~us. ~~on executive compensation~~Any ~~and~~future ~~shareholder~~capital ~~approval~~investments ~~of any golden parachute payments not previously approved. We~~ could bedilute anor ~~“emerging~~otherwise ~~growth~~materially ~~company” for~~and upadversely toaffect ~~five~~the ~~years,~~holdings or ~~until~~rights ~~the earliest~~ of ~~(i) the last day of the first fiscal year in which~~ our ~~annual~~existing ~~gross revenues exceed~~shareholders. $1In ~~billion~~addition, ~~(ii)~~new ~~the~~equity ~~date~~or ~~that~~convertible wedebt ~~become~~securities aissued ~~“large~~by ~~accelerated~~us ~~filer”~~to asobtain ~~defined~~financing incould ~~Rule~~have ~~12b-2~~rights, ~~under~~preferences ~~the~~and ~~Exchange Act,~~privileges ~~which~~senior ~~would~~to ~~occur if~~ the ~~market~~Shares. ~~value~~We ofcannot ~~our~~give ~~common~~you ~~stock~~any assurance that isany ~~held~~additional byfinancing ~~non-affiliates~~will ~~exceeds~~be ~~$700~~available ~~million~~to ~~as of the last business day of our most recently completed second fiscal quarter~~us, or ~~(iii)~~if ~~the~~available, will ~~date~~be on ~~which~~terms wefavorable ~~have~~to ~~issued more than $1 billion in non-convertible debt during the preceding three year period~~us.

InSHAREHOLDERS ~~addition,~~WILL ~~Section~~EXPERIENCE ~~107 of the JOBS Act also~~DILUTION ~~provides~~OF ~~that~~THEIR anOWNERSHIP ~~“emerging~~INTEREST ~~growth~~BECAUSE ~~company”~~OF ~~can~~THE ~~take~~FUTURE ~~advantage~~ISSUANCE ofOF ~~the~~ADDITIONAL ~~extended~~SHARES ~~transition~~OF ~~period~~OUR ~~provided~~COMMON ~~in Section 7(a)2(B) of the Securities Act for complying with new or revised accounting standards~~STOCK. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to opt in to the extended transition period for complying with the revised accounting standards. We have elected to rely on these exemptions and reduced disclosure requirements applicable to “emerging growth companies” and expect to continue to do so.

~~THE~~If ~~JOBS~~we ~~ACT~~raise ~~ALLOWS~~additional UScapital TOsubsequent to ~~DELAY~~hereto ~~THE~~through ~~ADOPTION~~the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing OFshareholders ~~NEW~~will ORbe ~~REVISED~~reduced ~~ACCOUNTING~~and ~~STANDARDS~~those ~~THAT~~shareholders ~~HAVE~~may ~~DIFFERENT~~experience ~~EFFECTIVE~~significant ~~DATES~~dilution. ~~FOR~~In ~~PUBLIC~~addition, ~~AND~~we ~~PRIVATE~~may ~~COMPANIES~~also have to issue securities that may have rights, preferences and privileges senior to our common stock. In the event we seek to raise additional capital through the issuance of debt or its equivalents, this will result in increased interest expense.

~~Since,~~WE weWILL ~~have~~DEPEND ~~elected~~UPON toMANAGEMENT ~~use the extended~~BUT ~~transition~~WE ~~period~~MAY ~~for~~AT ~~complying~~TIMES ~~with~~HAVE ~~new~~LIMITED orPARTICIPATION ~~revised~~OF accounting standards under Section 102(b)(1) of the JOBS Act, this election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companiesMANAGEMENT. ~~As a result of this election, our consolidated financial statements may not be comparable to companies that comply with public company effective dates.~~

~~BECAUSE~~Our ~~OUR~~sole ~~COMMON~~director, ~~STOCK~~Mr. ISDror ~~NOT REGISTERED~~Svorai, ~~UNDER~~is ~~THE~~also ~~SECURITIES~~acting ~~EXCHANGE~~as ~~ACT~~our OFsole ~~1934~~officer of Canna Corporation, ASand ~~AMENDED~~Mr. Michael Maranda is acting as a sole officer of our subsidiary, Northway ~~OUR~~Mining. ~~REPORTING~~During ~~OBLIGATIONS~~2018 ~~UNDER~~Mr. ~~SECTION~~Maranda ~~15(D)~~was OFaccompanied ~~THE~~by ~~SECURITIES~~Mr. ~~EXCHANGE~~Ryan Lehmann as CFO of Northway, but Mr. Lehmann resigned in September ~~ACT~~2018. OFWe ~~1934~~will be heavily dependent upon Mr. Svorai’s and Mr. Maranda’s skills, AStalents, ~~AMENDED~~and abilities, ~~MAY~~as BEwell ~~SUSPENDED~~as ~~AUTOMATICALLY~~several consultants, IFto WEimplement ~~HAVE~~our ~~FEWER~~business ~~THAN~~plan. ~~300~~It ~~SHAREHOLDERS~~is OFpossible ~~RECORD~~that ONour ~~THE~~officers ~~FIRST~~and ~~DAY~~consultants OFmay ~~OUR~~not be able to devote their full-time ~~FISCAL~~attention ~~YEAR~~to our business, which may result in a delay in the progress toward implementing our business plan. Consultants may be employed on a part-time basis under a contract to be determined.

Our ~~common~~officers ~~stock~~may ~~is not registered under the Exchange Act~~become, ~~and~~in ~~we do not intend to register our common stock under the Exchange Act for the foreseeable future (provided that,~~thier weindividual ~~will register our common stock under the Exchange Act if we have~~capacity, ~~after the last day of our fiscal year~~officers, ~~$10~~directors,~~000,000~~ incontrolling ~~total assets and either more than 2,000~~ shareholders ~~of record~~ and/or ~~500~~partner ~~shareholders~~sof ofother ~~record~~entities ~~who~~engaged ~~are not accredited investors (as such term is defined by the Securities and Exchange Commission),~~ in ~~accordance~~a ~~with~~variety ~~Section 12(g)~~ of ~~the Exchange Act)~~businesses. ~~As long as our~~ ~~common stock is not registered under the Exchange Act~~Thus, our ~~obligation~~officers tomay file reports under Section 15(d) of the Exchange Act will be automatically suspended if, on the first day of any fiscal year (other than a fiscal year in which a registration statement under the Securities Act has gone effective), we have ~~fewer~~potential ~~than~~conflicts ~~300~~including ~~shareholders~~their oftime ~~record. This suspension is automatic~~ and ~~does not~~efforts ~~require~~involved ~~any~~in ~~filing~~participation with ~~the~~other ~~SEC. In such an event, we may cease providing periodic reports and current or periodic information,~~business ~~including operational and financial information, may not be available with respect to our results of operations~~entities.

9We do not know of any reason other than outside business interests that would prevent our officers

~~OUR~~from ~~BYLAWS~~devoting ~~PROVIDE~~full-time ~~FOR~~to ~~INDEMNIFICATION~~our ~~OF OFFICERS~~Company, ~~AND~~when ~~DIRECTORS~~the ATbusiness ~~OUR~~may ~~EXPENSE~~demand ~~AND~~such ~~LIMIT~~full-time ~~THEIR LIABILITY WHICH MAY RESULT IN A MAJOR COST TO US AND HURT THE INTERESTS OF OUR SHAREHOLDERS BECAUSE CORPORATE RESOURCES MAY BE EXPENDED FOR THE BENEFIT OF OFFICERS AND/OR DIRECTORS~~participation.

~~Our~~WE ~~Bylaws~~WILL ~~include~~BE ~~provisions~~DEPENDENT ~~that~~UPON ~~eliminate the~~KEY ~~personal liability of the directors of the Company for monetary damages to the fullest extent possible under the laws of the~~PERSONNEL ~~State~~FOR ofTHE ~~Florida~~FORESEEABLE ~~or other applicable law~~FUTURE. These provisions eliminate the liability of directors to the Company and its stockholders for monetary damages arising out of any violation of a director of his fiduciary duty of due care. Under Florida law, however, such provisions do not eliminate the personal liability of a director for (i) breach of the director’s duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) payment of dividends or repurchases of stock other than from lawfully available funds, or (iv) any transaction from which the director derived an improper benefit. These provisions do not affect a director’s liabilities under the federal securities laws or the recovery of damages by third parties.

~~REPORTING~~We ~~REQUIREMENTS~~will ~~UNDER~~be ~~THE~~dependent ~~EXCHANGE~~on ~~ACT~~several ~~AND~~key ~~COMPLIANCE~~members ~~WITH~~of ~~THE~~its ~~SARBANES-OXLEY~~management ~~ACT~~and OFoperations ~~2002~~teams for the foreseeable future. In particular, ~~INCLUDING~~we ~~ESTABLISHING~~have ~~AND~~been ~~MAINTAINING~~and ~~ACCEPTABLE~~remain ~~INTERNAL~~dependent on ~~CONTROLS~~Dror ~~OVER~~Svorai ~~FINANCIAL~~as our President. The loss of his services could have a material adverse effect on our operations and prospects. ~~REPORTING~~At this time, ~~ARE~~we ~~COSTLY~~have ~~AND~~no ~~MAY~~employment ~~INCREASE~~agreements ~~SUBSTANTIALLY~~with any individuals, though it is contemplated that the Company may in the future enter into such agreements with certain of its key employees on terms and conditions usual and customary for its industry. We do not currently have any "key man" life insurance on any employees or our officer.

~~The~~WE ~~rules~~MAY ~~and~~REQUIRE ~~regulations~~ADDITIONAL ~~of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which will require that the Company engage legal, accounting, auditing and other professional services~~FUNDING. The engagement of such services is costly. Additionally, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires, among other things, that we design, implement and maintain adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act and the limited technically qualified personnel we have may make it difficult for us to design, implement and maintain adequate internal controls over financial reporting. In the event that we fail to maintain an effective system of internal controls or discover material weaknesses in our internal controls, we may not be able to produce reliable financial reports or report fraud, which may harm our overall financial condition and result in loss of investor confidence and a decline in our share price.

We are ~~working~~highly ~~with~~dependent ~~our~~on ~~legal,~~the ~~accounting and~~infusion ~~financial~~of ~~advisors~~additional tocapital ~~identify~~through ~~those~~other ~~areas~~private inplacements ~~which~~or ~~changes~~loans ~~should~~supporting beongoing ~~made~~operations ~~to our financial~~ and ~~management control systems to manage our growth and our obligations as a public company~~expansion. ~~These~~If ~~areas~~we ~~include~~are ~~corporate~~not ~~governance, corporate control, disclosure controls~~successful ~~and~~in ~~procedures~~obtaining ~~and~~additional ~~financial~~capital ~~reporting~~it ~~and~~could ~~accounting~~be ~~systems.~~necessary Weto ~~have~~seek ~~made,~~additional ~~and~~financing ~~will~~elsewhere ~~continue~~or to ~~make,~~materially ~~changes~~curtail inour ~~these and other~~expansion ~~areas~~plans. ~~However,~~There wecan ~~anticipate that the expenses that will~~ be ~~required~~no inassurance ~~order to adequately prepare for being a public company could be material. We estimate~~ that ~~the aggregate cost of increased legal services; accounting and audit functions; personnel,~~ such asother afinancing ~~chief~~would ~~financial~~be ~~officer~~available ~~familiar~~to ~~with~~us ~~the~~on ~~obligations~~satisfactory ofterms ~~public~~or ~~company~~at ~~reporting;~~all. ~~consultants~~Failure to ~~design and implement~~ ~~internal~~obtain ~~controls;~~such ~~and~~financing ~~financial printing alone will be a few hundred thousand dollars per year and~~ could bematerially ~~several~~impair ~~hundred~~our ~~thousand dollars~~ability ~~per year. In addition, if and when we retain independent directors and/or additional members of senior management, we may incur additional expenses related~~ to ~~director~~increase ~~compensation~~sales and~~/or~~ ~~premiums~~achieve ~~for directors’ and officers’ liability insurance, the costs of which we cannot estimate at this time~~profitability. We may also incur additional expenses associated with investor relations and similar functions, the cost of which we also cannot estimate at this time. However, these additional expenses individually, or in the aggregate, may also be material.

In addition, being a public company could make it more difficult or more costly for us to obtain certain types of insurance, including directors’ and officers’ liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.7

~~The~~Table ~~increased costs associated with operating as a public company may decrease our net income or increase our net loss and may cause us to reduce costs in other areas~~ of our business or increase the prices of our products or services to offset the effect of such increased costs. Additionally, if these requirements divert our management’s attention from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations.Contents

10WE ARE AN “EMERGING GROWTH COMPANY,” AND ANY DECISION ON OUR PART TO COMPLY ONLY WITH CERTAIN REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO “EMERGING GROWTH COMPANIES” COULD MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS.

WEWe ~~MAY~~are BEan ~~SUBJECT~~“emerging TOgrowth company,” ~~LITIGATION~~as INdefined ~~THE~~in ~~FUTURE~~the JOBS Act, and, for as long as we continue to be an “emerging growth company,” we ~~WHICH~~expect ~~COULD~~and ~~IMPACT~~fully ~~THE~~intend ~~FINANCIAL~~to ~~HEALTH~~take OFadvantage ~~THE~~of ~~COMPANY~~exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

~~Currently~~In ~~there~~addition, ~~are~~Section no107 ~~legal~~of ~~proceedings~~the ~~pending~~JOBS orAct ~~threatened~~also ~~against~~provides ~~the~~that ~~Company.~~an ~~However,~~“emerging ~~from~~growth ~~time~~company” tocan ~~time,~~take weadvantage ~~may~~of ~~become~~the ~~involved~~extended transition period provided in ~~various~~Section ~~lawsuits~~7(a)2(B) ~~and~~of ~~legal~~the ~~proceedings that~~Securities ~~arise~~Act infor ~~the~~complying ~~ordinary~~with ~~course~~new ofor ~~business~~revised accounting standards. ~~Litigation~~In isother ~~subject~~words, toan ~~inherent~~“emerging growth ~~uncertainties,~~company” ~~and~~can andelay ~~adverse~~the ~~result~~adoption inof ~~these~~certain accounting standards until those standards would otherwise apply to private orcompanies. ~~other~~We ~~matters~~have ~~may~~elected ~~arise~~to ~~from~~opt ~~time~~in to ~~time~~the ~~that~~extended ~~may~~transition ~~harm~~period ~~our~~for ~~business.~~complying ~~Litigation~~with isthe ~~subject~~revised accounting standards. We have elected to ~~uncertainty~~rely on these exemptions and itreduced isdisclosure ~~possible that~~requirements ~~there~~applicable ~~could~~to be“emerging ~~adverse~~growth ~~developments~~companies” and inexpect ~~future~~to ~~cases~~continue to do so.

~~DEPENDENCE~~THE ~~UPON~~JOBS ~~TRADEMARKS~~ACT ~~AND~~ALLOWS ~~PROPRIETARY~~US TO DELAY ~~RIGHTS,~~THE ~~FAILURE~~ADOPTION TOOF ~~PROTECT~~NEW ~~OUR~~OR ~~INTELLECTUAL~~REVISED ~~PROPERTY~~ACCOUNTING ~~RIGHTS~~STANDARDS THAT HAVE DIFFERENT EFFECTIVE DATES FOR PUBLIC AND PRIVATE COMPANIES.

~~Our future success may depend on our ability to protect our current and future brands~~Since, ~~products~~we ~~and~~have ~~services~~elected ~~and~~ to ~~defend~~use ~~our intellectual property rights. In~~ the ~~future,~~ weextended ~~intend~~transition toperiod ~~seek~~for ~~trademark~~complying ~~and~~with ~~patent~~new ~~registrations~~or ~~covering~~revised ~~our~~accounting ~~brands,~~standards ~~products~~under ~~and~~Section ~~services,~~102(b)(1) ~~and~~of ~~expect~~the toJOBS ~~continue to file~~Act, this ~~trademark~~election ~~and~~allows ~~patent~~us ~~applications seeking~~ to ~~protect~~delay ~~newly~~the ~~developed~~adoption ~~brands,~~of ~~products~~new ~~and~~or ~~services.~~revised Weaccounting ~~cannot~~standards ~~be sure~~ that ~~such registrations~~have ~~will~~different beeffective ~~issued.~~dates ~~There~~for ispublic and ~~also~~private acompanies ~~risk~~until ~~that~~those westandards ~~could,~~apply ~~by omission, fail~~ to ~~timely~~private ~~renew~~companies. orAs ~~protect~~ a ~~trademark~~result orof ~~patent or~~this ~~that third parties will challenge~~election, ~~invalidate~~our orconsolidated ~~circumvent~~financial statements ~~any~~may ~~existing~~not orbe ~~future~~comparable ~~intellectual~~to ~~property~~companies ~~rights~~that ~~issued~~comply ~~to,~~with ~~or licensed~~public ~~by,~~company useffective dates.

BECAUSE OUR ~~INSURANCE~~COMMON ~~COVERAGE~~STOCK ORIS ~~THIRD-PARTY~~NOT ~~INDEMNIFICATION~~REGISTERED ~~RIGHTS~~UNDER ~~MAY~~THE ~~NOT~~SECURITIES BEEXCHANGE ~~SUFFICIENT~~ACT TOOF ~~COVER~~1934, AS AMENDED, OUR ~~LEGAL~~REPORTING ~~CLAIMS~~OBLIGATIONS ORUNDER ~~OTHER~~SECTION ~~LOSSES~~15(D) ~~THAT~~OF WETHE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, MAY ~~INCUR~~BE INSUSPENDED AUTOMATICALLY IF WE HAVE FEWER THAN 300 SHAREHOLDERS OF RECORD ON THE ~~FUTURE~~FIRST DAY OF OUR FISCAL YEAR.

InOur common stock is not registered under the ~~future~~Exchange Act, ~~insurance~~and ~~coverage~~we ~~may~~ do not beintend ~~available~~to atregister ~~adequate~~our ~~levels~~common orstock onunder ~~adequate~~the ~~terms~~Exchange toAct ~~cover~~for ~~potential~~the ~~losses~~foreseeable future (provided that, ~~including~~we onwill ~~terms~~register ~~that~~our ~~meet~~common stock under the Exchange Act if we have, after the last day of our ~~customer’s~~fiscal year, $10,000,000 in ~~requirements.~~total Ifassets ~~insurance~~and ~~coverage~~either ismore ~~inadequate~~than 2,000 shareholders of record or ~~unavailable~~500 shareholders of record who are not accredited investors (as such term is defined by the Securities and Exchange Commission), wein ~~may~~accordance ~~face~~with ~~claims~~Section ~~that~~12(g) ~~exceed~~of ~~coverage~~the ~~limits~~Exchange orAct). ~~that~~As ~~are~~long as our common stock is not registered under the Exchange Act, our obligation to file reports under Section 15(d) of the Exchange ~~covered~~Act will be automatically suspended if, on the first day of any fiscal year (other than a fiscal year in which ~~could~~a ~~increase~~registration ~~our~~statement under ~~costs~~the Securities Act has gone effective), we have fewer than 300 shareholders of record. This suspension is automatic and ~~adversely~~does not ~~affect~~require ~~our~~any ~~operating~~filing with the SEC. In such an event, we may cease providing periodic reports and current or periodic information, including operational and financial information, may not be available with respect to our results of operations.

~~IF DEVELOPED, OUR BRANDS MAY BECOME VALUABLE, AND ANY INABILITY TO PROTECT THEM COULD REDUCE THE VALUE OF OUR BRANDS, PRODUCTS AND SERVICES.~~8

WeTable may invest significant resources to build and protect our brands, products and services. However, we may be unable or unwilling to strictly enforce our intellectual property rights from infringement. Our failure to enforce such rights could diminish the value of ~~our brands, products and services and harm our business and future growth prospects.~~Contents

INOUR ~~THE~~BYLAWS ~~FUTURE,~~PROVIDE ANFOR ~~INCREASE~~INDEMNIFICATION OF OFFICERS AND DIRECTORS AT OUR EXPENSE AND LIMIT THEIR LIABILITY WHICH MAY RESULT IN ~~PRODUCT RETURNS~~A ~~COULD~~MAJOR ~~NEGATIVELY~~COST ~~IMPACT~~TO US AND HURT THE INTERESTS OF OUR ~~OPERATING~~SHAREHOLDERS ~~RESULTS~~BECAUSE CORPORATE RESOURCES MAY BE EXPENDED FOR THE BENEFIT OF OFFICERS AND/OR ~~PROFITABILITY~~DIRECTORS.

AsOur itBylaws ~~pertains~~include toprovisions ~~our~~that eliminate ~~development~~the personal liability of ~~future~~ ~~products,~~the wedirectors ~~will~~of ~~permit~~the Company for monetary damages to the ~~return~~fullest extent possible under the laws of ~~damaged~~the State of Florida or ~~defective~~other ~~products~~applicable ~~and~~law. ~~accept~~These ~~limited~~provisions ~~amounts~~eliminate the liability of ~~product~~directors ~~returns~~to inthe ~~certain~~Company and ~~instances~~its stockholders for monetary damages arising out of any violation of a director of his fiduciary duty of due care. ~~While~~Under Florida law, however, such ~~returns~~provisions ~~are~~do ~~expected~~not toeliminate bethe ~~nominal~~personal ~~and~~liability ~~within~~of ~~management~~a director for (i) breach of the director’s ~~expectations~~duty of ~~and~~loyalty, ~~the~~(ii) ~~provisions~~acts ~~established~~or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) payment ~~future~~of ~~return~~dividends ~~rates~~or ~~may~~repurchases ~~increase~~of ~~more~~stock other than ~~anticipated.~~from ~~Any~~lawfully ~~significant~~available ~~increase~~funds, inor ~~damaged~~(iv) orany ~~defective~~transaction ~~products~~from orwhich ~~expected~~the ~~returns~~director ~~could~~derived ~~have~~an aimproper ~~material~~benefit. ~~adverse~~These ~~effect~~provisions ondo ~~our~~not ~~operating~~affect ~~results~~a ~~for~~director’s liabilities under the ~~period~~federal securities laws or the ~~periods~~recovery inof ~~which~~damages ~~such~~by ~~returns~~third ~~materialize~~parties.

WEREPORTING ~~HAVE~~REQUIREMENTS NOUNDER ~~MANUFACTURING~~THE EXCHANGE ~~CAPACITY~~ACT AND ~~ANTICIPATE~~ ~~CONTINUED~~COMPLIANCE ~~RELIANCE~~WITH ONTHE ~~THIRD~~SARBANES-~~PARTY~~OXLEY ~~MANUFACTURERS~~ACT ~~FOR~~OF ~~THE~~2002, ~~DEVELOPMENT~~INCLUDING OFESTABLISHING ~~OUR~~AND ~~PRODUCTS~~MAINTAINING ACCEPTABLE INTERNAL CONTROLS OVER FINANCIAL REPORTING, ARE COSTLY AND MAY INCREASE SUBSTANTIALLY.

WeThe dorules ~~not~~and ~~currently~~regulations ~~operate~~of ~~manufacturing~~the ~~facilities~~SEC ~~nor~~require ~~expect~~a public company to doprepare ~~so.~~and Wefile doperiodic ~~not~~reports ~~intend~~under tothe ~~acquire~~Exchange Act, which will require that the ~~resources~~Company engage legal, accounting, auditing and ~~the~~other ~~capabilities~~professional toservices. ~~manufacture~~The ~~any~~engagement of ~~our~~such ~~future~~services is costly. Additionally, the Sarbanes-Oxley ~~products~~Act of 2002 (the “Sarbanes-Oxley Act”) requires, among other things, that we design, implement and maintain adequate internal controls and procedures over financial reporting. WeThe ~~will~~costs ~~rely~~of oncomplying ~~third~~with the Sarbanes-~~party~~Oxley ~~manufacturers~~Act toand ~~produce~~the ~~bulk~~limited ~~products~~technically qualified ~~required~~personnel we have may make it difficult for us to ~~meet~~design, ~~our~~implement ~~sales~~and ~~needs~~maintain adequate internal controls over financial reporting. WeIn ~~plan~~the ~~solely~~event that we fail to maintain an effective system of internal controls or discover material weaknesses in our ~~rely~~internal ~~upon~~controls, ~~contract~~we ~~manufacturers~~may not be able to ~~manufacture~~produce ~~commercial~~reliable ~~quantities~~financial reports or report fraud, which may harm our overall financial condition and result in loss of investor confidence and a decline in our ~~products~~share price.

11We are working with our legal, accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance, corporate control, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas. However, we anticipate that the expenses that will be required in order to adequately prepare for being a public company could be material. We estimate that the aggregate cost of increased legal services; accounting and audit functions; personnel, such as a chief financial officer familiar with the obligations of public company reporting; consultants to design and implement internal controls; and financial printing alone will be a few hundred thousand dollars per year and could be several hundred thousand dollars per year. In addition, if and when we retain independent directors and/or additional members of senior management, we may incur additional expenses related to director compensation and/or premiums for directors’ and officers’ liability insurance, the costs of which we cannot estimate at this time. We may also incur additional expenses associated with investor relations and similar functions, the cost of which we also cannot estimate at this time. However, these additional expenses individually, or in the aggregate, may also be material.

~~The~~In ~~failure~~addition, ofbeing ~~any~~a ~~contract~~public ~~manufacturer~~company ~~engaged~~could bymake usit tomore ~~achieve~~difficult ~~and~~or ~~maintain~~more costly for us ~~high~~to ~~manufacturing~~obtain ~~standards,~~certain intypes ~~accordance with applicable regulatory requirements, or the incidence~~ of ~~manufacturing errors~~insurance, ~~could~~including ~~result~~directors’ inand ~~consumer injury, product shortages, product recalls or withdrawals, delays~~officers’ orliability ~~failures in product testing or delivery~~insurance, ~~cost~~and ~~overruns~~we ormay ~~other~~be ~~problems~~forced ~~that~~to ~~could~~accept ~~seriously~~reduced ~~harm~~policy ~~our~~limits ~~business. Contract manufacturers often encounter difficulties involving production yields, quality control~~ and ~~quality~~coverage ~~assurance,~~or asincur ~~well~~substantially ashigher ~~shortages~~costs ofto ~~qualified~~obtain ~~personnel.~~the ~~Our~~same ~~existing manufacturers and any future contract manufacturers may not perform as agreed~~ or ~~may~~similar ~~not remain in the contract manufacturing business~~coverage. InThe ~~the~~impact ~~event~~ of athese ~~natural~~events ~~disaster,~~could ~~business~~also ~~failure,~~make ~~strike~~it ormore ~~other~~difficult ~~difficulty,~~for weus ~~may be unable~~ to ~~replace~~attract aand ~~third-party~~retain ~~manufacturer~~qualified persons into aserve ~~timely~~on ~~manner~~our ~~and~~board ~~the production~~ of ~~our products would be interrupted~~directors, ~~resulting~~our ~~in delays,~~board ~~additional~~committees ~~costs~~or ~~and~~as ~~reduced~~executive ~~revenues~~officers.

~~A SHORTAGE IN THE SUPPLY OF KEY RAW MATERIALS COULD INCREASE OUR COSTS OR ADVERSELY AFFECT OUR SALES AND REVENUES.~~9

~~Going~~Table ~~forward, all~~ of the raw materials for our future products will be obtained from third-party suppliers. Shortages in certain ingredients could result in materially higher raw material prices or adversely affect our ability to have a product manufactured. Price increases from a supplier would directly affect our profitability if we are not able to pass price increases on to customers. Our inability to obtain adequate supplies of raw materials in a timely manner or a material increase in the price of our raw materials could have a material adverse effect on our business, financial condition and results of operations.Contents

~~DAMAGE~~The TOincreased ~~OUR~~costs ~~REPUTATION~~associated with operating as a public company may decrease our net income or increase our net loss and may cause us to reduce costs in other areas of our business or increase the prices of our products or services to offset the effect of such increased costs. Additionally, if these requirements divert our management’s attention from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations.

~~Maintaining~~WE aMAY ~~good~~BE ~~reputation~~SUBJECT isTO ~~critical~~LITIGATION toIN ~~building~~THE ~~our~~FUTURE ~~brands~~WHICH ~~and~~COULD ~~selling~~IMPACT ~~our~~THE ~~products~~FINANCIAL ~~and~~HEALTH ~~services.~~OF ~~Product~~THE contamination or tampering or the failure to maintain our standards for product quality, safety and integrity, including with respect to raw materials, naturally occurring compounds, packaging materials or product components obtained from suppliers, may reduce demand for our products or cause production and delivery disruptionsCOMPANY. Although our producer/distributors maintain standards for the materials and product components received from suppliers, it is possible that a supplier may not provide materials or product components that meet the required standards or may falsify documentation associated with the fulfillment of those requirements. If any of our products becomes unsafe or unfit for consumption, or causes injury, we may have to engage in a product recall and/or be subject to liability and incur additional costs. A widespread product recall, multiple product recalls, or a significant product liability judgment could cause our products to be unavailable for a period of time, which could further reduce consumer demand and brand equity. Our reputation could be impacted negatively by public perception, adverse publicity (whether or not valid), negative comments in social media, or our responses relating to:

•From atime ~~perceived~~to ~~failure~~time, towe ~~maintain~~may ~~high~~become involved ~~ethical,~~in ~~social~~various lawsuits and ~~environmental~~legal ~~standards~~proceedings ~~for~~that ~~all~~arise in the ordinary course of ~~our~~business. ~~operations~~Litigation is subject to inherent uncertainties, and ~~activities;~~an adverse result in these or other matters may arise from time to time that may harm our business.

•Litigation ais ~~perceived~~subject ~~failure~~ to ~~address~~uncertainty and ~~concerns~~it ~~relating~~is topossible ~~the~~that ~~quality,~~there ~~safety~~could orbe ~~integrity~~adverse ofdevelopments ~~our~~in ~~products~~future ~~and services;~~cases.

•OUR ~~our~~INSURANCE ~~environmental~~COVERAGE ~~impact,~~OR ~~including~~THIRD-PARTY INDEMNIFICATION ~~use~~RIGHTS ofMAY ~~agricultural~~NOT ~~materials,~~BE ~~packaging,~~SUFFICIENT ~~water~~TO ~~and~~COVER ~~energy~~OUR ~~use,~~LEGAL ~~and~~CLAIMS ~~waste~~OR ~~management;~~OTHER orLOSSES THAT WE MAY INCUR IN THE FUTURE.

•In ~~effects~~the future, insurance coverage may not be available at adequate levels or on adequate terms to cover potential losses, including on terms that meet our customer’s requirements. If insurance coverage is inadequate or unavailable, we may face claims that exceed coverage limits or that are ~~perceived~~not covered, aswhich ~~insufficient~~could toincrease ~~promote~~our ~~the~~costs ~~responsible~~and ~~use~~adversely ofaffect our ~~products~~operating results.

~~Failure~~IF ~~to comply with local laws and regulations~~DEVELOPED, toOUR ~~maintain~~BRANDS anMAY ~~effective system of internal controls, to provide accurate and timely financial statement information,~~BECOME ~~or to protect our information systems against service interruptions~~VALUABLE, ~~misappropriation~~AND ofANY ~~data~~INABILITY orTO ~~breaches~~PROTECT ofTHEM ~~security,~~COULD ~~could~~REDUCE ~~also hurt~~THE ~~our~~VALUE ~~reputation.~~OF ~~Damage~~OUR to our reputation or loss of consumer confidence in our products for any of these or other reasons could result in decreased demand for our products and services and could have a material adverse effect on our businessBRANDS, ~~financial condition~~PRODUCTS ~~and~~AND ~~results of operations, as well as require additional resources to rebuild our reputation, competitive position and brand equity~~SERVICES.

~~CONFLICTS~~We OFmay ~~INTEREST~~invest significant resources to build and protect our brands, products and services. However, we may be unable or unwilling to strictly enforce our intellectual property rights from infringement. Our failure to enforce such rights could diminish the value of our brands, products and services and harm our business and future growth prospects.

~~Certain~~A ~~conflicts~~SHORTAGE ofIN ~~interest~~THE ~~may~~SUPPLY ~~exist between~~OF ~~our Company and our officer and director. He may have other business interests to which he devotes attention and may be~~KEY ~~expected~~DIRECT toCOST ~~continue~~COMPONENTS toAND doSERVICES soCOULD ~~although~~INCREASE ~~management~~OUR ~~time~~COSTS ~~should~~OR beADVERSELY ~~devoted~~AFFECT toOUR ~~the~~SALES ~~business~~AND ~~of our Company~~REVENUES. ~~As a result, conflicts of interest may arise that can be resolved only through exercise of such judgment as is consistent with fiduciary duties to our Company.~~

12Going forward, all of our direct cost components and services are obtained from third-party suppliers. Shortages in energy supply or price increases, or difficulties on purchasing materials used in the mining equipment could result in materially higher prices or adversely affect our ability to have our services rendered.

~~LIMITED~~Price ~~REVENUE~~increases ~~HISTORY~~from a supplier would directly affect our profitability if we are not able to pass price increases on to customers.

Our ~~Company~~inability isto ~~considered~~obtain ~~in development~~adequate ~~stage.~~energy ~~Our~~in ~~Company~~a ~~must~~timely bemanner ~~regarded~~or as a ~~new~~material orincrease ~~development~~in ~~venture~~the ~~with~~price ~~all~~ of ~~the~~energy ~~unforeseen~~could ~~costs,~~have ~~expenses,~~a ~~problems,~~material ~~risks and~~adverse ~~difficulties~~effect toon ~~which~~our ~~such~~business, ~~ventures~~financial condition ~~are~~and ~~subject~~results of operations.

NOCONFLICTS ~~ASSURANCE~~ OF ~~SUCCESS OR PROFITABILITY~~INTEREST.

~~There~~Certain isconflicts noof ~~assurance~~interest ~~that~~may exist between our Company ~~will~~ ~~ever~~and ~~operate~~our ~~profitably~~officer and director. ~~There~~He ismay nohave ~~assurance~~other ~~that~~business weinterests ~~will~~to ~~generate~~which ~~profits,~~he ordevotes ~~that~~attention and may be expected to continue to do so although management time should be devoted to the ~~value~~business of our Company’s. ~~Shares~~As a result, conflicts ~~will~~of interest may arise that can be ~~increased~~resolved ~~thereby~~only through exercise of such judgment as is consistent with fiduciary duties to our Company.

~~LACK~~LIMITED OFREVENUE ~~DIVERSIFICATION~~HISTORY.

~~Because~~Our ofCompany ~~the limited financial resources that we have, it~~ is ~~unlikely~~considered ~~that~~in ~~we will be able to diversify our operations~~development stage. Our ~~probable~~Company ~~inability~~must tobe ~~diversify~~regarded ~~our~~as ~~activities into~~a ~~more~~new ~~than~~or ~~one~~development ~~area~~venture ~~will~~with ~~subject~~all usof tothe ~~economic~~unforeseen ~~fluctuations~~costs, ~~within~~expenses, ~~our~~problems, ~~business or industry~~ risks and ~~therefore~~difficulties ~~increase~~to ~~the~~which ~~risks associated~~such ~~with~~ventures ~~our~~are ~~operations~~subject.

~~DEPENDENCE UPON MANAGEMENT. LIMITED PARTICIPATION OF MANAGEMENT.~~10

~~Our~~Table Company will be heavily dependent upon our management skills, talents, and abilities, as well as our consultants, to implement our business plan, and may, from time to time, find that their inability to devote full time attention to the business of ~~our Company results in a delay in progress toward implementing our business plan.~~Contents

~~DEPENDENCE~~NO ~~UPON~~ASSURANCE ~~OUTSIDE~~OF ~~ADVISORS~~SUCCESS OR PROFITABILITY.

ToThere ~~supplement~~is ~~the~~no ~~business~~assurance ~~experience of~~that our ~~officer and director, we may be required to employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors. Our~~ Company~~’s management, without any input from stockholders,~~ will ~~make~~ever ~~the~~operate ~~selection of any such advisors~~profitably. ~~Furthermore,~~ itThere is ~~anticipated~~no assurance that ~~such~~we ~~persons~~will ~~may~~generate beprofits, ~~engaged on an “as needed” basis without a continuing fiduciary~~ or ~~other~~that ~~obligation to our Company. In~~ the ~~event~~value of our Company’s ~~considers it necessary to hire outside advisors, they may elect to~~Shares ~~hire~~will ~~persons~~be ~~who~~increased ~~are affiliates, if they are able to provide the required services~~thereby.

~~Based~~LACK onOF ~~our current cash reserves, we will have relatively small operational budget for the operations that we cannot expand without additional raising capital~~DIVERSIFICATION.

IfBecause weof ~~are~~the ~~unable~~limited ~~to begin to generate~~financial ~~enough~~resources ~~revenue~~that ~~to cover our operational costs,~~ we ~~will need to seek additional sources of funds. Currently~~have, weit ~~have no committed source for any funds as of date hereof. No representation~~ is ~~made~~unlikely that ~~any~~we ~~funds~~ will be ~~available~~able ~~when~~to ~~needed.~~diversify Inour ~~the~~operations. ~~event~~Our ~~funds cannot~~probable beinability ~~raised~~to ifdiversify ~~and~~our activities ~~when~~into ~~needed,~~more wethan ~~may~~one ~~not~~area bewill ~~able~~subject us to ~~carry~~economic ~~out~~fluctuations within our business ~~plan~~or industry and ~~could~~therefore ~~fail~~increase the inrisks ~~business~~associated aswith aour ~~result of these uncertainties~~operations.

WeDEPENDENCE ~~cannot~~UPON ~~give~~OUTSIDE ~~any assurances that we will be able to raise enough capital to fund acquisitions and product development~~ADVISORS.

WeTo ~~will~~supplement ~~need~~the tobusiness ~~raise~~experience of ~~additional~~our ~~funds~~ officer and director, we may be required to ~~support~~employ ~~not~~accountants, ~~only~~technical ~~our~~experts, ~~budget~~appraisers, ~~but~~attorneys, ~~also~~or ~~our~~other ~~expansion~~consultants or ~~operations~~advisors. WeOur ~~cannot~~Company’s ~~make~~management, without any ~~assurances~~input ~~that~~from westockholders, will bemake ~~able~~the toselection ~~raise such~~of ~~funds~~any orsuch ~~whether~~advisors. Furthermore, weit ~~would~~is beanticipated ~~able~~that ~~to raise~~ such ~~funds~~persons ~~with~~may ~~terms~~be ~~that~~engaged ~~are~~on ~~favorable~~an to“as ~~us.~~needed” Webasis ~~may~~without ~~seek~~a tocontinuing ~~borrow~~fiduciary or ~~monies~~other ~~from lenders~~obligation atto ~~commercial~~our ~~rates,~~Company. ~~but~~In ~~such~~the ~~lenders~~event ~~will~~our ~~probably~~Company beconsiders atit ~~higher~~necessary ~~than~~to ~~bank~~hire ~~rates~~outside advisors, ~~which~~they ~~higher~~may ~~rates~~elect ~~could,~~to hire ~~depending~~persons ~~on the~~who ~~amount~~are ~~borrowed~~affiliates, ~~make~~if ~~the~~they ~~net~~are ~~operating~~able ~~income insufficient~~ to ~~cover~~provide the ~~interest~~required services.

13Based on our current cash reserves, we will have relatively small operational budget for the operations that we cannot expand without additional raising capital.

~~Risks~~If we are unable to begin to generate ~~Related~~enough revenue to ~~Our~~cover ~~Common~~our ~~Stock~~operational costs, we will need to seek additional sources of funds. Currently, we have no committed source for any funds as of date hereof. No representation is made that any funds will be available when needed. In the event funds cannot be raised if and when needed, we may not be able to carry out our business plan and could fail in business as a result of these uncertainties.

WEWe ~~MAY~~cannot INgive ~~THE~~any ~~FUTURE~~assurances ~~ISSUE MORE SHARES WHICH~~that ~~COULD~~we ~~CAUSE~~will Abe ~~LOSS~~able OFto ~~CONTROL~~raise BYenough ~~OUR~~capital ~~PRESENT~~to ~~MANAGEMENT~~fund ~~AND~~acquisitions ~~CURRENT~~and ~~STOCKHOLDERS~~product development.

We ~~may~~will ~~issue~~need ~~further~~to ~~shares~~raise ~~as consideration~~additional ~~for~~funds ~~the~~to ~~cash~~support ornot ~~assets~~only orour ~~services~~budget, ~~out~~but ofalso our ~~authorized~~expansion ~~but~~operations. ~~unissued~~We ~~common~~cannot ~~stock~~make ~~that~~any ~~would,~~assurances ~~upon~~that ~~issuance,~~we ~~represent~~will abe ~~majority~~able to ofraise ~~the~~such ~~voting~~funds ~~power~~or ~~and~~whether ~~equity~~we ofwould ~~our~~be ~~Company.~~able ~~The~~to ~~result~~raise of such anfunds ~~issuance~~with ~~would~~terms bethat ~~those~~are ~~new~~favorable ~~stockholders~~to ~~and~~us. ~~management~~We ~~would control~~may ~~our~~seek ~~Company,~~to ~~and~~borrow ~~persons~~monies from ~~unknown~~lenders ~~could~~at ~~replace~~commercial ~~our~~rates, ~~management~~but atsuch ~~this~~lenders ~~time.~~will ~~Such~~probably anbe ~~occurrence~~at ~~would~~higher ~~result~~than inbank arates, ~~greatly reduced~~which ~~percentage~~higher ofrates ~~ownership~~could, ofdepending on ~~our~~the ~~Company~~amount byborrowed, ~~our~~make ~~current~~the ~~shareholders,~~net ~~which~~operating ~~could~~income ~~present~~insufficient ~~significant~~to ~~risks~~cover tothe ~~investors~~interest.

WERISKS ~~HAVE~~RELATED ~~NOT~~TO ~~AND~~OUR ~~MAY~~COMMON ~~NEVER PAY ANY DIVIDENDS TO SHAREHOLDERS.~~STOCK

WeWE ~~have~~MAY ~~not~~IN ~~paid~~THE ~~dividends~~FUTURE onISSUE ~~our common stock.~~MORE WeSHARES ~~currently~~WHICH ~~intend~~COULD toCAUSE ~~retain~~A ~~any~~LOSS ~~future~~OF ~~earnings~~CONTROL ~~for~~BY ~~use~~OUR inPRESENT ~~the~~MANAGEMENT ~~operation~~AND ~~and~~CURRENT ~~expansion of our business~~STOCKHOLDERS. ~~Accordingly, we do not expect to pay any dividends in the foreseeable future but will review this policy as circumstances dictate.~~

AWe ~~LIMITED~~may ~~PUBLIC~~issue ~~MARKET~~further ~~EXISTS~~shares ~~FOR~~as ~~OUR~~consideration ~~COMMON~~for ~~STOCK~~the ATcash ~~THIS~~or ~~TIME~~assets or services out of our authorized but unissued common stock that would, ~~AND~~upon ~~THERE~~issuance, ISrepresent NOa ~~ASSURANCE~~majority of OFthe Avoting ~~FUTURE~~power ~~MARKET~~and equity of our Company. The result of such an issuance would be those new stockholders and management would control our Company, and persons unknown could replace our management at this time. Such an occurrence would result in a greatly reduced percentage of ownership of our Company by our current shareholders, which could present significant risks to investors.

~~Our~~WE ~~common~~HAVE ~~stock~~NOT ~~has~~AND ~~been~~MAY ~~quoted~~NEVER ~~on the~~PAY ~~OTC Pink since November 16, 2016, under the symbol “RCGR.” There is a limited public market for our common stock,~~ANY ~~and~~DIVIDENDS noTO ~~assurance can be given that a market will continue or that a shareholder ever will be able to liquidate his investment without considerable delay, if at all~~SHAREHOLDERS. If a market should develop, the price may be highly volatile. Factors such as those discussed in the “Risk Factors” section may have a significant impact upon the market price of the shares offered hereby. Due to the low price of our securities, many brokerage firms may not be willing to effect transactions in our securities. Even if a purchaser finds a broker willing to effect a transaction in our shares, the combination of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of our shares as collateral for any loans.

~~OUR~~We ~~COMMON~~have ~~STOCK~~not ISpaid ~~CONSIDERED~~dividends Aon ~~PENNY~~our common ~~STOCK~~stock. We currently intend to retain any future earnings for use in the operation and expansion of our business. Accordingly, ~~WHICH~~we ~~MAY~~do BEnot ~~SUBJECT~~expect TOto ~~RESTRICTIONS~~pay ONany ~~MARKETABILITY,~~dividends SOin ~~YOU~~the ~~MAY~~foreseeable ~~NOT~~future BEbut ~~ABLE~~will TOreview ~~SELL~~this ~~YOUR~~policy ~~SHARES~~as circumstances dictate.

We may be subject now and in the future to the SEC’s “penny stock” rules if our shares of common stock sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.11

InTable addition, the penny stock rules require that prior to a transaction, the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our common stock. As long as our shares of common stock are subject to the penny stock rules, the holders of such shares of common stock may find it more difficult to sell their securities.Contents

InA ~~addition,~~LIMITED ~~the~~PUBLIC ~~Securities~~MARKET ~~and~~EXISTS ~~Exchange Commission~~FOR ~~has~~OUR ~~adopted~~COMMON aSTOCK ~~number~~AT ofTHIS ~~rules to regulate “penny stocks”. Such rules include Rules 3a51-1~~TIME, ~~15g-1, 15g-2,~~ ~~15g-3,~~AND ~~15g-4,~~THERE ~~15g-5,~~IS ~~15g-6,~~NO ~~15g-7,~~ASSURANCE ~~and~~OF ~~15g-9~~A ~~under~~FUTURE ~~the Securities and Exchange Act of 1934, as amended~~MARKET. Because our securities constitute “penny stocks” within the meaning of the rules, the rules would apply to us and to our securities. The rules will further affect the ability of owners of shares to sell our securities in any market that might develop for them because it imposes additional regulatory burdens on penny stock transactions.

14Our common stock has been quoted on the OTC Pink since November 16, 2016, under the symbol “MPGR.” There is a limited public market for our common stock, and no assurance can be given that a market will continue or that a shareholder ever will be able to liquidate his investment without considerable delay, if at all. If a market should develop, the price may be highly volatile. Factors such as those discussed in the “Risk Factors” section may have a significant impact upon the market price of the shares offered hereby. Due to the low price of our securities, many brokerage firms may not be willing to effect transactions in our securities. Even if a purchaser finds a broker willing to effect a transaction in our shares, the combination of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of our shares as collateral for any loans.

~~Shareholders~~OUR ~~should~~COMMON beSTOCK ~~aware~~IS ~~that,~~CONSIDERED ~~according~~A toPENNY ~~Securities and Exchange Commission~~STOCK, ~~the~~WHICH ~~market~~MAY ~~for~~BE ~~penny~~SUBJECT ~~stocks~~TO ~~has~~RESTRICTIONS ~~suffered~~ON in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the marketMARKETABILITY, ~~management~~SO ~~will~~YOU ~~strive within~~MAY ~~the~~NOT ~~confines~~BE ofABLE ~~practical~~TO ~~limitations~~SELL toYOUR ~~prevent the described patterns from being established with respect to our securities~~SHARES.

~~RULE~~We ~~144~~may ~~SALES~~be INsubject ~~THE~~now ~~FUTURE~~and ~~MAY~~in ~~HAVE~~the Afuture ~~DEPRESSIVE~~to ~~EFFECT~~the ONSEC’s ~~OUR~~“penny ~~STOCK~~stock” ~~PRICE~~rules if our shares of common stock sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.

~~Our~~In ~~shareholders~~addition, ~~may~~the bepenny ~~able~~stock ~~to use~~rules ~~Rule~~require ~~144~~that asprior anto ~~exemption~~a ~~for resale~~transaction, ~~but~~the ~~resales~~broker ~~under~~dealer ~~Rule~~must ~~144~~make ~~could have~~ a ~~depressive~~special ~~effect on the market-trading price, if any. Investors will have no effective way to combat this.~~written

~~OUR~~determination ~~SHARES~~that ~~ARE~~the ~~THINLY~~penny ~~TRADED~~stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our common stock. As long as our shares of common stock are subject to the penny stock rules, the holders of such shares of common stock may find it more difficult to sell their securities.

~~The~~In ~~shares of our common stock may continue to be thinly-traded on the OTC Markets under the symbol RCGR~~addition, ~~meaning that~~ the number of persons interested in purchasing our common shares at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of any of our Securities ~~until such time as we became more seasoned~~ and ~~viable. As a consequence,~~ ~~there~~Exchange ~~may~~Commission behas ~~periods~~adopted ~~of several days or more when trading activity in our Securities is minimal or non-existent, as compared to~~ a ~~seasoned~~number ~~issuer which has a large and steady volume~~ of ~~trading~~rules activity that will generally support continuous sales without an adverse effect on Securities price. We cannot give you any assurance that an active public trading market for our common Securities will ever develop or be sustained, or that any trading levels will be sustained. Due to ~~these~~regulate ~~conditions,~~“penny ~~we can give investors no assurance that they will be able to sell their shares at or any prices or at all if they need money or otherwise desire to liquidate their securities of our Company~~stocks”. ~~Our common stock may not be able to be liquidated at or near ask prices in any volume in the markets.~~

~~OUR~~Such ~~COMMON~~rules ~~STOCK~~include ~~MARKET~~Rules ~~PRICES~~3a51-1, 15g-1, ~~MAY~~15g-2, BE15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our ~~VOLATILE~~securities constitute “penny stocks” within the meaning of the rules, ~~WHICH~~the ~~SUBSTANTIALLY~~rules ~~INCREASES~~would ~~THE~~apply ~~RISK~~to ~~THAT~~us ~~INVESTORS~~and ~~MAY~~to ~~NOT~~our BEsecurities. The ~~ABLE~~rules TOwill ~~SELL~~further ~~THEIR~~affect ~~SECURITIES~~the ATability ORof ~~ABOVE~~owners ~~THE~~of ~~PRICE~~shares to sell our securities in any market that might develop for them ~~THAT~~because ~~WAS~~it ~~PAID~~imposes ~~FOR~~additional ~~THE~~regulatory ~~SECURITY~~burdens on penny stock transactions.

~~Because~~Shareholders ofshould ~~the~~be ~~limited~~aware ~~trading~~that, according to Securities and Exchange Commission, the market for ~~our~~penny ~~common~~stocks ~~stock~~has suffered in recent years from patterns of fraud and ~~because~~abuse. Such patterns include (i) control of the ~~possible~~market ~~price~~for ~~volatility,~~the ~~shareholders~~security ~~may~~by ~~not~~one beor ~~able~~a few broker-dealers that are often related to ~~sell~~the ~~their~~promoter ~~shares~~or issuer; (ii) manipulation of ~~common stock~~prices ~~when~~through ~~desired.~~prearranged ~~The~~matching ~~inability~~of topurchases ~~sell~~and ~~common~~sales ~~stock~~and infalse aand ~~rapidly~~misleading press ~~declining~~releases; ~~market~~(iii) ~~may~~“boiler ~~substantially~~room” ~~increase~~practices ~~the~~involving ~~risk~~high-pressure ofsales ~~loss~~tactics and unrealistic price projections ~~because~~by ofinexperienced ~~such~~sales ~~illiquidity~~persons; (iv) excessive and ~~because~~undisclosed ~~the~~bid-ask ~~price~~differentials ~~for~~and ~~our~~markups ~~common~~by ~~stock~~selling ~~may~~broker-dealers; ~~suffer~~and (v) ~~greater~~the ~~declines~~wholesale ~~because~~dumping of ~~our~~the ~~price~~same ~~volatility~~securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses.

~~Certain~~Our ~~factors,~~management ~~some~~is aware of ~~which~~the ~~are beyond~~abuses ~~our control,~~ that ~~may~~have ~~cause~~occurred ~~our~~historically ~~share~~in ~~price~~the topenny ~~fluctuate~~stock ~~significantly~~market. ~~include,~~Although ~~but~~we ~~are~~do not ~~limited~~expect to be in a position to dictate the ~~following:~~behavior of the market or of broker-dealers who participate in the market,

~~● Variations in our quarterly operating results;~~12

●Table ~~Loss~~ of ~~a key relationship or failure to complete significant transactions;~~Contents

●management ~~Additions~~will orstrive ~~departures~~within the confines of ~~key~~practical ~~personnel;~~limitations ~~and~~to prevent the described patterns from being established with respect to our securities.

●RULE ~~Fluctuations~~144 inSALES ~~stock~~IN ~~market~~THE ~~price~~FUTURE ~~and~~MAY HAVE ~~volume~~A DEPRESSIVE EFFECT ON OUR STOCK PRICE.

~~Additionally,~~Our inshareholders ~~recent~~may ~~years~~be ~~the~~able ~~stock market~~to inuse ~~general~~Rule ~~has~~144 as ~~experienced~~an ~~extreme~~exemption ~~price~~for ~~and~~resale, ~~volume~~but ~~fluctuations.~~resales Inunder ~~some~~Rule ~~cases,~~144 ~~these~~could ~~fluctuations~~have ~~are~~a ~~unrelated~~depressive oreffect ~~disproportionate to~~on the ~~operating performance of the underlying company. These~~ market-trading ~~factors may materially and adversely affect our stock~~ price, ~~regardless~~ ofif ~~our operating performance~~any. InInvestors will ~~the~~have ~~past,~~no ~~class~~effective ~~action~~way ~~litigation~~to ~~often~~combat ~~has been brought against companies following periods of~~this.

15OUR SHARES ARE THINLY TRADED.

~~volatility~~The inshares of our common stock may continue to be thinly-traded on the ~~market~~OTC ~~price~~Markets under the symbol MPGR, meaning that the number of ~~those~~persons interested in purchasing ~~companies~~our common ~~stock.~~shares Ifat weor ~~become~~near ~~involved~~ask inprices ~~this~~at ~~type~~any given time may be relatively small or non-existent. This situation is attributable to a number of ~~litigation~~factors, inincluding the ~~future~~fact that we are a small company which is relatively unknown to stock analysts, itstock ~~could~~brokers, institutional ~~result~~investors and others in ~~substantial~~the ~~costs~~investment community that generate or influence sales volume, and that even if we came ~~diversion~~to the attention of ~~management~~such ~~attention~~persons, they tend to be risk-averse and ~~resources~~would be reluctant to follow an unproven, ~~which~~early ~~could~~stage ~~have~~company such aas ~~further~~ours ~~negative~~or ~~effect~~purchase onor ~~shareholders’~~recommend ~~investments~~the purchase of any of our Securities until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our ~~stock~~Securities is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price.

~~FUTURE~~We ~~DILUTION~~cannot ~~MAY~~give ~~OCCUR~~you ~~DUE~~any TOassurance that ~~ISSUANCES~~an active public trading market for our common Securities will ever develop or be sustained, or that any trading levels will OFbe ~~SHARES~~sustained. ~~FOR~~Due ~~VARIOUS~~to ~~CONSIDERATION~~these INconditions, ~~THE~~we ~~FUTURE~~can give investors no assurance that they will be able to sell their shares at or any prices or at all if they need money or otherwise desire to liquidate their securities of our Company. Our common stock may not be able to be liquidated at or near ask prices in any volume in the markets.

~~There~~OUR ~~may~~COMMON beSTOCK ~~substantial~~MARKET ~~dilution~~PRICES toMAY ~~our~~BE ~~shareholders~~VOLATILE, asWHICH aSUBSTANTIALLY ~~result~~INCREASES ofTHE ~~future~~RISK ~~decisions~~THAT ofINVESTORS ~~the~~MAY ~~Board~~NOT toBE ~~issue~~ABLE ~~shares~~TO ~~without~~SELL ~~shareholder~~THEIR ~~approval~~SECURITIES ~~for~~AT ~~cash,~~OR ~~services, acquisitions,~~ABOVE orTHE ~~pursuant~~PRICE THAT toWAS ~~any~~PAID ~~future~~FOR ~~Employee/Consultant~~THE ~~Stock Option Plan~~SECURITY.

~~OUR~~Because ~~NEW~~of ~~INVESTORS~~the ~~WILL~~limited ~~SUFFER~~trading Amarket for ~~DISPROPORTIONATE~~our common stock and because of the possible price volatility, shareholders may not be able to sell their shares of common ~~RISK~~stock ~~AND~~when ~~THERE~~desired. ~~WILL~~The BEinability ~~IMMEDIATE~~to ~~DILUTION~~sell OFcommon ~~PURCHASERS'~~stock ~~INVESTMENTS~~in a rapidly declining market may substantially increase the risk of loss because of such illiquidity and because the price for our common stock may suffer greater declines because of our price volatility. Certain factors, some of which are beyond our control, that may cause our share price to fluctuate significantly include, but are not limited to the following:

~~Our~~· ~~present~~Variations ~~shareholders have acquired their securities at a cost significantly less than that which the investors purchasing pursuant to warrants will pay for their stock holdings or at which future purchasers~~ in ~~the~~our ~~market~~quarterly ~~may~~operating ~~pay. Therefore, new investors will bear most of the risk of loss.~~results;

~~OUR~~· ~~BUSINESS~~Loss ISof ~~HIGHLY~~a ~~SPECULATIVE~~key ~~AND THE~~relationship ~~INVESTMENT~~or ISfailure ~~THEREFORE~~to ~~HIGHLY~~complete ~~RISKY.~~significant transactions;

~~Due~~· toAdditions ~~the~~or ~~speculative~~departures ~~nature~~ of ~~our business,~~key itpersonnel; is probable that the investment in shares offered hereby will result in a total loss to the investor. Investors should be able to financially bear the loss of their entire investment. Investment should, therefore, be limited to that portion of discretionary funds not needed for normal living purposes or for reserves for disability and ~~retirement.~~

~~The~~· ~~ongoing~~Fluctuations ~~economic downturn and continued uncertainty~~ in ~~the~~stock ~~financial~~market ~~markets~~price and ~~other adverse changes in general economic or political conditions may adversely affect our industry, business and results of operations~~volume.

~~The~~Additionally, ~~global~~in ~~credit~~recent ~~and~~years ~~financial markets~~the ~~have~~stock ~~continued~~market toin ~~experience~~general ~~disruptions,~~has ~~including~~experienced ~~diminished~~extreme ~~liquidity~~price and ~~credit~~volume ~~availability,~~fluctuations. ~~declines~~In insome ~~consumer confidence~~cases, ~~declines~~ inthese ~~economic~~fluctuations ~~growth,~~are ~~increases~~unrelated or indisproportionate ~~unemployment~~to ~~rates,~~the ~~and~~operating ~~uncertainty~~performance ~~about~~of ~~economic~~the ~~stability~~underlying company. ~~There~~These ~~can~~market befactors nomay ~~assurance that~~materially ~~there~~and ~~will~~adversely ~~not~~affect our bestock ~~future~~price, ~~deterioration~~regardless inof ~~credit~~our ~~and~~operating ~~financial~~performance. ~~markets~~In ~~and~~the ~~confidence~~past, inclass ~~economic~~action ~~conditions.~~litigation ~~These~~often ~~economic uncertainties~~has ~~affect~~been ~~businesses~~brought ~~such~~against ascompanies following ~~ours~~periods ~~in a number~~ of ~~ways,~~volatility ~~making~~in itthe ~~difficult~~market toprice ~~accurately~~of ~~forecast~~those ~~and~~companies ~~plan~~common ~~our future business activities~~stock. WeIf ~~are~~we ~~unable~~become toinvolved ~~predict~~in ~~the~~this ~~likely~~type ~~duration~~of ~~and~~litigation in ~~severity~~the offuture, ~~the~~it ~~current~~could ~~disruptions~~result in ~~the~~substantial ~~credit~~costs and ~~financial markets~~diversion ~~and~~of ~~adverse~~management ~~global~~attention ~~economic~~and ~~conditions~~resources, ~~and~~which ifcould ~~the~~have ~~current~~a ~~uncertain economic conditions continue or~~ further ~~deteriorate,~~ ~~our~~negative ~~business~~effect ~~and~~on ~~results~~shareholders’ ofinvestments ~~operations~~in ~~could~~our ~~be materially and adversely affected~~stock.

~~POTENTIAL CHANGES IN ACCOUNTING PRACTICES AND/OR TAXATION MAY ADVERSELY AFFECT OUR FINANCIAL RESULTS.~~13

WeTable ~~cannot~~of predict the impact that future changes in accounting standards or practices may have on our financial results. New accounting standards could be issued that change the way we record revenues, expenses, assets and liabilities. These changes in accounting standards could adversely affect our reported earnings. Increases in direct and indirect income tax rates could affect after tax income. Equally, increases in indirect taxes could affect our products affordability and reduce our sales.Contents

WEFUTURE ~~WILL~~DILUTION ~~RELY~~MAY ONOCCUR ~~THIRD~~DUE ~~PARTIES FOR SERVICES~~TO INISSUANCES ~~CONDUCTING OUR BUSINESS AND ANY DISRUPTION~~ OF ~~THESE~~SHARES ~~RELATIONSHIPS~~FOR ~~COULD~~VARIOUS ~~ADVERSELY~~CONSIDERATION ~~AFFECT~~IN ~~OUR~~THE ~~BUSINESS~~FUTURE.

WeThere ~~will~~may ~~have~~be ~~contracts~~substantial ~~with~~dilution to ~~third~~our ~~parties. If~~shareholders ~~these~~as ~~relationships~~a ~~are~~result ~~disrupted~~of ~~for~~future ~~any~~decisions ~~reason~~of ~~our~~the ~~results~~Board ofto ~~operation~~issue ~~and~~shares ~~financial~~without ~~condition~~shareholder ~~could~~approval befor ~~adversely~~cash, ~~affected~~services, acquisitions, or pursuant to any future Employee/Consultant Stock Option Plan.

16OUR NEW INVESTORS WILL SUFFER A DISPROPORTIONATE RISK AND THERE WILL BE IMMEDIATE DILUTION OF PURCHASERS’ INVESTMENTS.

~~REPORTING~~Our ~~INFORMATION~~present shareholders have acquired their securities at a cost that may be significantly less than that which future investors will pay for their stock holdings, or at which future purchasers in the market may pay. Therefore, new investors may bear most of the risk of loss.

~~Our~~OUR ~~Company~~BUSINESS isIS ~~subject~~HIGHLY ~~to the reporting~~SPECULATIVE ~~requirements~~AND ~~under~~THE ~~the~~INVESTMENT ~~Securities~~IS ~~and~~THEREFORE ~~Exchange~~HIGHLY ~~Act of 1934~~RISKY. As a result, shareholders will have ready access to the information required to be reported by publicly held companies under the Securities and Exchange Act and the regulations thereunder. Our Company intends to provide our shareholders with annual reports containing financial information prepared in accordance with Generally Accepted Accounting Principles as required by Sec. 13 of the Securities Exchange Act of 1934.

~~LIMITED~~Due ~~FINANCING~~to –the ~~LACK~~speculative OFnature ~~LOAN~~of ~~AVAILABILITY~~our business, it is probable that the investment in shares offered hereby will result in a total loss to the investor. Investors should be able to financially bear the loss of their entire investment. Investment should, therefore, be limited to that portion of discretionary funds not needed for normal living purposes or for reserves for disability and retirement.

~~The~~POTENTIAL ~~monies~~CHANGES ~~currently~~IN ~~on hand may not~~ACCOUNTING bePRACTICES ~~sufficient~~AND/OR ~~for~~TAXATION ~~the~~MAY ~~continued~~ADVERSELY ~~expanded~~AFFECT ~~operations~~OUR ofFINANCIAL ~~our Company~~RESULTS. ~~There is no assurance that additional monies or financing will be available in the future or, if available, will be at terms favorable to our Company. (See “Business Summary”)~~

~~Our~~We ~~Company~~cannot ~~may~~predict ~~borrow~~the ~~money~~impact ~~to finance~~that ~~its~~future ~~operations~~changes onin ~~terms~~accounting tostandards beor ~~determined~~practices may have on our financial results. ~~Any~~New ~~such~~accounting ~~borrowing~~standards ~~will~~could ~~increase~~be issued that change the ~~risk~~way ofwe ~~loss~~record torevenues, ~~the~~expenses, ~~investor~~assets and liabilities. These changes in ~~the~~accounting ~~event~~standards ~~our~~could ~~Company~~adversely isaffect ~~unsuccessful~~our reported earnings. Increases in ~~repaying~~direct ~~such~~and ~~loans~~indirect income tax rates could affect after tax income. Equally, increases in indirect taxes could affect our products affordability and reduce our sales.

~~CAPITAL~~WE ~~RESOURCES~~WILL RELY ON THIRD PARTIES FOR SERVICES IN CONDUCTING OUR BUSINESS AND ANY DISRUPTION OF THESE RELATIONSHIPS COULD ADVERSELY AFFECT OUR BUSINESS.

~~The~~We ~~only~~will ~~capital~~have ~~resources~~contracts ofwith ~~our Company~~third parties. If these relationships are disrupted for any reason our ~~shares~~results of operation and financial condition could be adversely affected.

REPORTING INFORMATION.

Our Company is subject to the reporting requirements under the Securities and Exchange Act of 1934. As a result, shareholders will have ready access to the information required to be reported by publicly held companies under the Securities and Exchange Act and the regulations thereunder. Our Company intends to provide our shareholders with annual reports containing financial information prepared in accordance with Generally Accepted Accounting Principles as required by Sec. 13 of the Securities Exchange Act of 1934.

LIMITED FINANCING – LACK OF LOAN AVAILABILITY.

The monies currently on hand may not be sufficient for the continued expanded operations of our Company. There is no assurance that additional monies or financing will be available in the future or, if available, will be at terms favorable to our Company. (See “Business Summary”)

Our Company may borrow money to finance its operations on terms to be determined. Any such borrowing will increase the risk of loss to the investor in the event our Company is unsuccessful in repaying such loans.

CAPITAL RESOURCES.

The only capital resources of our Company are our shares.

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ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES.

REAL ESTATE.

~~None~~Property located at 707 Flats Road, Coxsackie, Greene County, New York. Map No. 87.00-4-22. The property includes, residence, accessory building, septic systems, wells, piping, all land, water streets and roads annexed to and on all sides of the property, which was acquired by Northway Mining, LLC in 2018 in the amount of $134,900, with a mortgage in same value.

Property located at 2 Flint Mine Road, Coxsackie, Greene County, New York. Map No. 71.00-1-3.112 / 71.00-1-20, Swis code 192889. The property includes buildings, all land, streets and roads annexed to and on all sides of the property described as follows. The property was acquired by Northway Mining, LLC in 2018 for a price of $950,000 recognizing a mortgage of $600,000.

OIL AND GAS.

None.

PATENTS.

None.

ITEM 3. LEGAL PROCEEDINGS.

WeAs ~~are~~of ~~currently~~December ~~not~~31, 2018 the Company was involved in ~~any~~one litigation that we believe could have a material adverse effect on our financial condition or results of operations~~. There is no action~~, ~~suite,~~ ~~proceeding,~~the ~~inquiry~~action orwas ~~investigation~~filed ~~before or~~ by ~~any~~Salcido ~~court,~~Enterprises ~~public board~~LLC, ~~government~~Index ~~agency,~~No. ~~self~~18-~~regulatory~~01082 ~~organization~~at ~~or body pending or, to~~ the ~~knowledge~~Supreme Court of the ~~executive~~State ~~officer~~ of ~~our~~New ~~company~~York, orCounty ~~any~~ of ~~our subsidiaries~~Greene, ~~threatened against or affecting~~ ~~our~~on ~~company,~~January ~~our common stock~~10, ~~any~~2019 ofthe ~~our~~Company ~~subsidiaries~~received or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. We anticipate that we (including current and any future subsidiaries) will from ~~time to time become subject to claims and legal proceedings arising in~~ the ~~ordinary~~Plaintiff ~~course of business. It is not feasible to predict~~ the ~~outcome~~Notice of ~~any~~Discontinuance ~~such~~Without ~~proceedings and we cannot assure that their ultimate disposition will not have a materially adverse effect on our business, financial condition, cash flows or results of operations~~Prejudice.

17Notwithstanding the foregoing, the following litigations were filed in 2019, before the date’s filing for this 10-K:

Atlas Funding v Northway. The Company accrued a liability of $55,000 based on the Company’s attorney’s assessment. This lawsuit was filed due to default debt.

Northway Mining, LLC vs. Marsan Properties, Inc. vs. Northway Mining, Supreme Court of the State of New York, County of Greene, Case Index No. 2019-269 filed April 11, 2019. The parties agreed to sign a Stipulation of Settlement wherein the debt on the property is refinanced.

Premier Properties, Inc vs CSX4236 and Northway Mining, LLC. Supreme Court of the State of New York, County of Greene, Case Index No. 18-0825, pertaining to foreclosure on property located at 707 Flats Road, Athens, NY. At this time there is an ongoing negotiation with a potential outcome of selling this property and therefore paying off the debt. This property is no longer used by Northway.

Ultegra Financial Partners, Inc vs Northway Mining LLC. District Court of the District of Colorado, was settled in the amount of $680,000 on which the Company paid $30,000 and the remaining amount shall be paid with the sale of some of the Company’s assets, accordingly the Settlement Agreement and Releases executed on February 22, 2019.

9384-2557 Quebec Inc, Minedmap, Inc and Serenity Alpha, LLC - Husk Mining, LLC vs Northway Mining LLC and others. United States District Court for the Eastern District of New York, Case No. 1:19-CV-1994, filed on April 7, 2019. Case involves several causes of action and open-ended claims. Case is pending.

Grand Capital vs. Northway Mining LLC and others. Supreme Court of the State of New York County of Steuben, Index No. E2019-0138CV, filed on February 5, 2019. Claim is for $75,225, case is pending. According to the Company’s attorney’s legal opinion, the Company accrued a liability of $28,000.

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We anticipate that we (including current and any future subsidiaries) will, from time to time, become subject to claims and legal proceedings arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings and we cannot assure that their ultimate disposition will not have a materially adverse effect on our business, financial condition, cash flows or results of operations.

ITEM 4. MINE SAFETY DISCLOSURE.

Not applicable.

PART II

Our common stock is currently quoted on the OTC Pink. Our common stock was approved for quotation on the OTC Pink on November 16, 2016, under the symbol “RCGR.” and currently under the symbol “MPGR.” Because we are quoted on the OTC Pink, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.

The following table sets forth the high and low bid quotations for our common stock as reported on the OTC Pink for the periods indicated.

Fiscal 2016		Low				High
Fiscal 2017				Low				High
First Quarter – ended March 31, 2016		$	N/A			$	N/A
	First Quarter – ended March 31, 2017			$	0.01			$	1.58
Second Quarter – ended June 30, 2016		$	N/A			$	N/A
	Second Quarter – ended June 30, 2017			$	0.11			$	0.71
Third Quarter – ended September 30, 2016		$	N/A			$	N/A
	Third Quarter – ended September 30, 2017			$	0.07			$	0.68
Fourth Quarter – ended December 31, 2016		$	.01			$	.01
	Fourth Quarter – ended December 31, 2017			$	0.02			$	0.51
Fiscal 2017		Low				High
	Fiscal 2018				Low				High
First Quarter – ended March 31, 2017		$	.01			$	1.58
	First Quarter – ended March 31, 2018			$	0.19			$	0.72
Second Quarter – ended June 30, 2017		$	.11			$	.71
	Second Quarter – ended June 30, 2018			$	0.09			$	0.36
Third Quarter – ended September 30, 2017		$	.07			$	.68
	Third Quarter – ended September 30, 2018			$	0.17			$	0.31
Fourth Quarter – ended December 31, 2017		$	.02			$	.51
	Fourth Quarter – ended December 31, 2018			$	0.04			$	0.30

Holders.

As of December 31, ~~2017~~2018, there are ~~approximately~~ 30approximately 35 record holders of 359,~~915~~803,~~421~~654 shares of our common stock, and 1 record holder of 953,000 shares of our Series A Preferred Stock.

Dividends.

We have not paid any cash dividends to date and do not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of our business.

Securities Authorized for Issuance Under Equity Compensation Plans.

None.

Recent Sales of Unregistered Securities.

During the fiscal year ended December 31, ~~2017~~2018 and ~~2016~~2017, we made the following sales of our unregistered shares.

DATE OF SALE (1)	TITLE OF SECURITIES	NO. OF SHARES	CONSIDERATION	CLASS OF PURCHASER
August 2016	Common Shares	125,080	$12,508	Accredited Investors
September 2016	Common Shares	20,000	$2,000	Accredited Investors
September 2016	Common Shares	112,500	Consulting Services of approximately $11,250	Business Associates
November 27, 2017	Series A Preferred Shares	1,000,000 (2)	$125,000	Accredited Investors

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DATE OF SALE (1)

TITLE OF SECURITIES

NO. OF SHARES

CONSIDERATION

CLASS OF PURCHASER

November 27, 2017

Series A Preferred Shares

1,000,000 (2)

125,000

Accredited Investors

(1)

Date of first sale. Securities sold pursuant to a Rule 506(b) exemption.

(2)

The purchase of the Preferred Shares was directly from the Company under a Subscription Agreement, and constituted a “change of control” of the Company since the Preferred Shares purchased represent over 60% of the voting control of the Company. The Preferred Shares were authorized pursuant to an amendment to the Articles of Incorporation of the Company filed with the Secretary of State of Florida on April 27, 2017.

EXEMPTION FROM REGISTRATION CLAIMED

~~All~~The ~~of the~~ above ~~sales~~sale by our Company of ~~our~~ our unregistered securities were made by us in reliance upon Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act of of 1933, as amended (the "1933 Act"). ~~All~~The ofindividual ~~the individuals and/or entities~~ that purchased the unregistered securities ~~were~~ ~~either~~was ~~primarily~~a ~~existing shareholders,~~ sophisticated ~~shareholders, consultants or sophisticated investors~~ investor known to us and our management, through pre-existing business relationships., ~~All~~who ~~purchasers~~ were provided access to all material information, ~~which~~ which they requested, and all information necessary to verify such information and were afforded access to management of our Company in connection with their purchases. All purchasers of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to us. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition.

ISSUER PURCHASES OF EQUITY SECURITIES

We did not repurchase any shares of our common ~~stock~~ stock during the year ended December 31, ~~2017~~2018.

ITEM 6. SELECTED FINANCIAL DATA.

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements and Associated Risks.

Forward-Looking Statements and Associated Risks. This form 10-K 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-K 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.

19Based 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 consolidated financial statements, as of December 31, 2018, we had an accumulated deficit totaling $3,905,831. This raises substantial doubts about our ability to continue as a 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 consolidated financial statements, as of December 31, 2017, we had an accumulated deficit totaling $4,904,654. This raises substantial doubts about our ability to continue as a going concern.17

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Plan of Operation

Originally the Company was established to manufacture and distribute high-quality, hand rolled, premium cigars under the Rich Cigars brand name. Effective on January 1, 2018, the Company chose to wind down and discontinue the cigar business over the period of the first quarter 2018 in favor of pursuing on a long -term basis the development and manufacture of its proprietary patent-protected Simple Cork™ line of products, which was also wound down due to heavy capital requirements, and on a short-term basis generating revenues through cryptomining by the purchase of cryptomining machines to be based in data center facilities.

AsEffective aat ~~result~~the same date, the Company isbegan ~~forming subsidiaries~~the process of re-focusing its operations to ~~invest~~become ina ~~(1)~~holding ~~the~~company ~~development~~wherein ~~and~~its ~~multinational~~primary ~~marketing~~focus ofwould ~~Simple~~be ~~Cork™,~~to own and operate ~~(2)~~subsidiary companies in the ~~development~~cryptocurrency ofbusiness, aprincipally ~~unique~~ companies either engaged in cryptocurrency mining ~~business~~directly, data center operations for ~~Bitcoin~~cryptomining, or the development of proprietary products and ~~other~~services ~~cryptocurrencies~~for ~~which~~the cryptocurrency business sector itself. The Company is, now not confident that it will ~~operate~~be onable ato ~~24/7~~implement ~~basis~~its new focus and strategy in 2019.

~~The~~On August 1, 2018, the Company's ~~primary~~had ~~operations~~entered into ~~are~~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%) remains 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, which are in the Miami, Florida area, and management intends to conduct our business principally in the U.S.

Results of Operations

For the year ended December 31, ~~2017~~2018, we had $41,~~606~~075,153 in revenues ~~compared~~and to $4731,~~863~~530 ~~for~~in ~~the~~Cost ~~year~~of ~~ended~~Sales ~~December~~from ~~31,~~continuing ~~2016.~~operations ~~For the year ended December 31, 2017, Officers Compensation was $75,520~~ compared to $914,~~896~~606 ~~for~~in ~~the~~revenues ~~previous year, Professional Fees~~ and ~~Travel Expenses increased by~~ $452,~~538~~382 ~~and~~in ~~$1,835,~~Cost ~~respectively,~~of ~~over~~Sales ~~the~~from ~~previous~~discountinued ~~year,~~operations ~~and~~for ~~Marketing~~the ~~Expenses~~year ~~increased~~ended toDecember ~~$32~~31,~~095~~ ~~from $36,348 in the previous year~~2017. We ~~incurred~~Operating ~~$426~~expenses inincreased ~~Depreciation~~from ~~and~~ $6357,~~800~~ 565 in ~~Amortization~~2017 ~~expenses~~from indiscontinued ~~the~~operations ~~current year compared~~ to $~~426 and $~~1,~~700 for the previous year. For the year ended December 31~~265,428 ~~2017~~from wecontinuing ~~incurred~~operations anin ~~operating loss of $355,341~~2018. ~~This~~The ~~compares~~reasons toof the ~~net~~increase ~~loss~~in ~~of $244~~revenue,~~178~~ ~~for~~cost ~~the~~of ~~year~~goods ~~ended~~sold ~~December~~and ~~31,~~operating ~~2016.~~expenses ~~During~~are the ~~period~~change ~~ended~~in ~~December 31~~control, ~~2017,~~ the ~~Company~~discontinuance ~~wrote~~of ~~off inventory in~~ the ~~amount of~~cigar ~~$24~~business,~~625~~ asand ~~it was determined to be obsolete due to~~ the ~~Company’s~~acquisition of ~~change~~Northway inMining, ~~strategic direction~~LLC.

Our auditor has expressed substantial doubt as to whether we will be able to continue to operate as a “going concern” due to the fact that the Company has an accumulated deficit of $4,904,654 as of December 31, 2017 and has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining the adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

Account	Year Ended
		December 31, 2018 - Continuing Operations		December 31, 2017 - Discontinued Operations

Depreciation Expenses	$	28,722	$	7,226
Bank and Finance Charges		39,914		—
Insurance Expenses		40,399		—
Inventory Obsolescence Expenses		—		24,625
Officers Compensation		47,877		75,520
Rent Expenses		48,689		29,995
Travel Expenses		58,732		45,874
Marketing Expenses		103,115		32,095
Security Related Expenses		138,751		4,591
Bad Debt Expenses		181,003		—
Payroll Expenses		231,655		—
Professional Expenses		247,274		121,808
Various Others		99,298		15,831
Total Operating Expenses	$	1,265,428	$	357,565

~~Financing Activities~~18

~~During~~Table ~~the~~of ~~year ended December 31, 2017, the Company entered into the following financing activities:~~Contents

OnDetails March 27, 2017, the Company entered into a 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~~operating ~~tranche.~~expenses ~~Additionally, the note is convertible at the holder’s discretion into shares of the Company’s common stock based on a conversion formula of 45% 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~~2018 ~~stock~~and is2017 ~~trading~~are ~~below~~presented ~~$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%. As of December 31, 2017, the Company has drawn a $75,000 credit line against this facility. The net proceeds received after discount was $63,750.follows:

20Depreciation Expenses increased by $21,496 during the year ended December 31, 2018 compared to the same period in 2017. The reason for such increases was the acquisition of Northway Mining, LLC and the fixed assets involved in that transaction.

OnPayroll ~~March~~Expenses ~~24,~~increased ~~2017,~~by ~~the Company entered into a convertible advance with Eagle Equities LLC. The advance, with a face value of~~ $75231,~~000, bears interest at 8% per annum and~~655 isduring ~~payable~~the onyear ~~March~~ended 24December 31, 2018. ~~The~~compared note was issued at a 10% discount. The net proceeds received after issuance costs and fees was $63,750. 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~~ ofsame ~~Conversion~~period isin ~~received~~2017. InThe ~~the~~employess ~~event~~working ~~the Company experiences a DTC Chill on its shares, the Conversion Price shall be decreased to 45% instead of 55% while that “Chill” is~~ in ~~effect.~~Northway IfMining ~~the~~until ~~Company fails to maintain the share reserve~~laid-off atmade ~~the~~such ~~4x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%~~increase.

OnBad ~~May~~Debt ~~30,~~Expenses ~~2017,~~increased ~~the~~by ~~Company entered into a convertible advance with Power Up Lending Group, LTD. The advance, with a face value of~~ $38181,~~000, bears interest at 12% per~~ ~~annum~~003 ~~and~~during isthe ~~payable~~year onended ~~March~~December 531, 2018. ~~The~~compared ~~note~~to ~~was~~the ~~issued~~same atperiod ain ~~7% discount~~2017. The ~~net~~fall ~~proceeds~~in ~~received after issuance costs and fees was $35,000. Additionally,~~ the ~~note~~price ~~is convertible at the holder’s discretion into shares~~ of ~~the~~cryptocurrency ~~Company’s common~~caused ~~stock based on~~ a ~~conversion~~sensitive ~~formula~~default ofin ~~60%~~our ~~multiplied by the lowest price of the common shares for the 20 trading prior to which the Notice of Conversion is received~~clients.

OnBank ~~May~~and ~~15,~~Finance ~~2017,~~charges ~~the Company entered~~increased ~~into~~by ~~a convertible advance with Kodiak Capital Group~~$39,914 ~~LLC.~~during ~~The agreement provides that~~ the ~~Company~~year ~~may~~ended ~~borrow~~December ~~up to $337~~31,~~500.~~ ~~Borrowings under~~2018 ~~the~~compared ~~line~~to ~~bear interest at 8% per annum and include a 10% issue discount. The maturity date for each tranche funded shall be 12 months from~~ the ~~effective~~same ~~date~~period ofin ~~each tranche~~2017. ~~Additionally,~~One ~~the note is convertible at the holder’s discretion into shares~~ of the ~~Company’s~~reasons ~~common~~for ~~stock~~such ~~based~~increase ~~on a conversion formula of 55% multiplied by the lowest price of the common shares~~was ~~for~~ the 20activity ~~trading~~growth ~~prior~~due to ~~which~~Northway ~~the Notice of Conversion is received. As of December 31~~Mining, ~~2017,~~LLC ~~the Company has drawn a $37,500 credit line against this facility~~acquisition. ~~The net proceeds received after discount was $30,000.~~

OnInsurance ~~September~~Expenses ~~27,~~increased ~~2017, the Company entered~~by ~~into a convertible advance with PowerUp Lending Group, LTD. The advance with a face value of~~ $2840,~~000,~~399 ~~bears~~during ~~interest~~the atyear ~~12%~~ended ~~per annum~~December ~~and is payable on July 10~~31, 2018. ~~The~~compared ~~note~~to ~~was~~the ~~issued~~same atperiod ain ~~10% discount~~2017. ~~The~~This ~~net proceeds received after issuance cost and fees was $25,000. Additionally, the note~~ is ~~convertible~~due atto the ~~holder’s discretion into shares of the~~ Company’s ~~common stock~~obtaining ~~based~~ insurance on ~~a conversion formula of 58% multiplied by~~ the ~~lowest price of~~ the ~~common~~third ~~shares~~parties’ ~~for~~cryptomining ~~the~~equipment, 20pursuant ~~trading days prior~~ to ~~which~~ the ~~Notice~~service ~~of Conversion is received~~agreements.

~~The~~Professional ~~conversion~~Expenses ~~formula~~increased by of$125,466 ~~each~~during of the ~~above~~ ~~notes~~year ~~created~~ended anDecember ~~embedded~~31, ~~derivative~~2018 ~~conversion~~compared ~~feature~~to the ~~value~~same ofperiod ~~which~~in is2017, ~~stated~~due onto legal expenses affected by the lawsuits ~~Balance~~and ~~Sheet~~agreements ofdeployment ~~December~~for ~~31, 2017~~the core business.

~~On November~~For ~~27, 2017,~~ the ~~Company~~year ~~issued~~ended 1December 31,~~000~~ 2018,~~000~~ ~~shares~~we ofincurred ~~Series~~a Anet ~~Convertible~~income ~~preferred~~of ~~stock for~~ $~~125~~1,~~000.~~011,919 ~~The~~from ~~Preferred~~continuing ~~Stock is~~operations ~~convertible~~compared into ~~the~~a ~~Company’s~~net ~~common~~loss ~~stock. Each share~~ of ~~the~~$4,670,373 ~~Company’s~~from ~~Series~~discountinued and Acontinuing ~~Convertible~~operations ~~preferred~~for ~~stock~~the ~~is convertible~~year ~~into~~ended 1December 31,~~000~~ ~~shares~~2017. ofDuring the ~~Company’s~~period ~~common~~ended ~~stock~~December at31, a2018, ~~cost~~the ~~basis~~Company ~~equivalent~~wrote tooff inventory ~~par~~in ~~value~~the ~~per~~amount ~~share,~~of or $0~~.0001. Each~~ ~~share~~Compared ofto ~~the~~$24,625 ~~Series~~during ~~A Convertible preferred stock votes at~~ the ~~equivalent~~year ofended 20December 31,~~000~~ ~~shares of common stock~~2017.

~~During~~Our ~~the~~auditor ~~years~~has ~~ended~~expressed ~~December 31,~~substantial ~~2016~~doubt ~~the~~as ~~Company~~to ~~received~~whether ~~$14,508~~we inwill ~~private~~be ~~placement~~able ~~subscriptions~~to ~~for~~continue ~~the~~to ~~Company’s~~operate ~~common~~as ~~stock~~a ~~and~~“going ~~issued~~concern” ~~145,080~~due ~~shares. During~~to the ~~year~~fact ~~ended~~that the Company has an accumulated deficit of $3,905,831 as of December 31, ~~2016~~2018 ~~the~~and ~~Company~~has ~~issued~~not ~~112,500~~yet toestablished aan ~~contractor~~ongoing ~~for~~source ~~services~~of ~~rendered~~revenues sufficient to cover its operating costs and ~~valued~~allow atit ~~$11,250~~to continue as a going concern. ~~During~~ The ability of the ~~year~~Company ~~ended~~to ~~December~~continue ~~31,~~as ~~2017~~a going concern is dependent on the Company ~~issued~~obtaining ~~200,000~~the adequate capital to afund ~~contractor~~operating ~~for~~losses ~~services~~until ~~rendered~~it ~~and~~becomes ~~valued~~profitable. atIf ~~$20~~the Company is unable to obtain adequate capital,~~000~~ it could be forced to cease operations.

During the year ended December 31, 2017 and 2016, the Company received $216,580 and $65,405, respectively in shareholder contributions to be used in the Company’s regular activities. As of December 31, 2017, the Company has used these proceeds on the Company’s operations and purchases.

Investing Activities

The Company had no investing activities for the years ended December 31, 2017 and 2016.

Liquidity and Capital Resources

As of December 31, ~~2017~~2018, our cash ~~balance~~ balance was $~~nil~~183,347 as compared to $~~4,260~~0 at December 31, ~~2016~~2017. Our plan for satisfying our cash requirements for the next twelve ~~months~~ months is through third party 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.

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 continued 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 year ended December 31, ~~2017,~~ 2018, the Company used cash in the amount of $~~315~~444,~~495~~862 in operating activities, which is an increase of $~~117~~129,~~194~~367 over the previous year, $~~233~~315,~~884~~495.

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Investing Activities

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 net assets of $299,770 and an investment of $1,100,000 (U.S.) 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 that 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.

During 2018, we also acquired $55,464 in Cryptocurrency, and Fixed Assets consisting of vehicles, pods, improvements in the plant, etc. for total cost of $663,663.

The Company had no investing activities for the year ended December 31, 2017.

Financing Activities

During the years ended December 31, 2018 and 2017, the Company entered into the following financing activities:

Convertible Debt:

On July 3, 2018, the Company entered into a 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 July 3, 2019. The net proceeds received after issuance costs and fees was $96,500.

On August 10, 2018, the Company entered into a 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.

On August 10, 2018, the Company entered into a 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.

On September 11, 2018, the Company entered into a convertible note with Firstfire Global Opportunities Fund, LLC. The advance, with a face value of $210,000, bears interest at 5% per annum and is payable on July 11, 2018. The note was issued at a $10,000 (“OID”) discount. The net proceeds received after issuance costs and fees was $200,000.

On March 27, 2017, the Company entered into a convertible advance with Crown Bridge Partners, LLC. The agreement provided that the Company may have borrowed up to $675,000. Borrowings under the line bore interest at 8% upon maturity and included a 10% issue discount. The maturity date for each tranche funded was 12 months from the effective date of each tranche. Additionally, the note was convertible at the holder's discretion into shares of the Company's common stock based on a conversion formula of 45% multiplied by the lowest price of the common shares for the 20 trading prior to which the Notice of Conversion was received. As of December 31, 2017, the Company had drawn a $75,000 credit line, resulting in net proceeds received after discount of $63,750. During the year ended December 31, 2018, the noteholder converted $48,720 of principal and interest into common stock, and transferred the remaining $40,000 to a related party, resulting in a $0 balance owed at December 31, 2018.

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10% discount, resulting in net proceeds received after issuance costs and fees of $63,750. Additionally, the note wass 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 was received. During the year ended December 31, 2018, the noteholder converted $66,871 of principal and interest into common stock, resulting in a $0 balance owed at December 31, 2018.

On May 30, 2017, the Company entered into a convertible advance with Power Up Lending Group, LTD. The advance, with a face value of $38,000, bore interest at 12% per annum and was payable on March 5, 2018. The note was issued at a 7% discount, resulting in net proceeds received after issuance costs and fees of $35,000. Additionally, the note was 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 20 trading prior to which the Notice of Conversion was received. During the year ended December 31, 2018, the noteholder converted $50,858 of principal and interest into common stock, resulting in $0 and $2,387 in principal and interest, respectively, owed at December 31, 2018.

On September 27, 2017, the Company entered into a convertible advance with PowerUp Lending Group, LTD. The advance with a face value of $28,000, bore interest at 12% per annum and was payable on July 10, 2018. The note was issued at a 10% discount, resulting in net proceeds received after issuance cost and fees of $25,000. Additionally, the note was 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 20 trading days prior to which the Notice of Conversion was received. During the year ended December 31, 2018, the noteholder converted $56,000 of principal and interest into common stock, resulting in a $0 balance owed at December 31, 2018.

The conversion formula of each of the above notes created an embedded derivative conversion feature the with values of $2,296,080 and $4,454,993 at December 31, 2018 and 2017, respectively.

Equity Transactions:

On November 27, 2017, the Company issued 1,000,000 shares of Series A Convertible preferred stock for $125,000. 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.

During the year ended December 31, 2017, the Company received net shareholder contributions of $40,405 and purchased treasury stock for $71,670.

During the year ended December 31, 2017, the Company received net shareholder contributions of $40,405 and purchased treasury stock for $71,670. We also issued 200,000 shares to contractors for services rendered valued at $20,000.

Transactions with Related Parties:

On 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 $14,257 and $0 at December 31, 2018 and December 31, 2017, respectively, and is included in accrued interest on the Balance Sheets.

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During the twelve months ended December 31, 2018, D&D Capital, Inc., exercised the convertible option, resulting in 2,298,212 shares issued; at a price of $0.04 per share issued for $95,008 (including $2,387 in accrued interest).

The remaining balance as of December 31, 2018 is $7,379.

During the three months ended March 31, 2018, Kodiak Capital declared a default of the convertible note payable to them invoking 22% retroactive interest and also put into effect a penalty of $2,000 per day for non-delivery of the shares according to the note agreement, which led to increasing the balance of the note to $142,633 (including $2,630 accrued interest on the Kodiak note) at March 31, 2018. On February 15, 2018, S&E Capital, LLC, a related party to Canna Corporation, reached an agreement with Kodiak Capital to purchase the note.

During the twelve months ended December 31, 2018, S&E Capital, Inc., exercised the convertible option, resulting in 2,450,000 shares issued; at a price of $0.04 per share issued for $101,283 (including default interest).

The remaining balance as of December 31, 2018 was $49,775.

Related party convertible note balance totaled $45,028 (net of unamortized debt discount of $12,126) at December 31, 2018.

Other Related Parties Loans:

The following loans with original principal of $379,401 in the aggregate upon issuance in 2018 bear no interest, are due on demand, and are shown net of $18,874 of current year repayments:

Consultant Capital Group, Inc	$	114,528
D&D Capital, Inc		246,000
Total	$	360,528

We didn’t engage in any related party debt activities during the year ended December 31, 2017.

Loans Payable:

The Company acquired certain real estate and vehicles, [the unpaid balance is guaranteed by mortgages with a 12 months maturity 5% interest rate, along with a lien and 72 month maturity on the vehicles]. The total mortgage balance with 707 Flats Rd. and Marsan Properties as of December 31, 2018 is $617,400, which is payable in the year 2019. The Company also signed loans agreement with: (i) Ultegra Partner, net proceeds of $339,500, payable in weekly payments of $11,583, (ii) Atlas Advanced, net proceeds of $67,450, payable in working daily payments of $1,216. The 1^st Scotia Bank vehicle loan is deferred as follows: (a) within 12 month period: $9,933 (included in the balance sheet as Auto loan, current), and (b) thereafter: $36,017 (included in the balance sheet as Auto loan, non-current) as detailed in the following chart. The interest rate for Community Bank is 5.79%, and 1^st Scotia Bank is 7.29%. We received, in aggregate, total proceeds of $406,950 and $217,500 on these loans, and made repayments totaling $124,434 and $0 during the years ended December 31, 2017 and 2018, respectively.

LENDER	CURRENT LIABILITIES		LONG TERM LIABILITIES								TOTAL DEBT
		2019		2020		2021		2022		2023
1^stScotia Bank	$	9,933	$	9,887	$	9,887	$	9,887	$	6,355	$	45,950
707 Flats Rd.		134,900		—		—		—		—		134,900
Marsan Properties		482,500		—		—		—		—		482,500
Ultegra		331,417		—		—		—		—		331,417
Atlas Advanced		61,898		—		—		—		—		61,898
Total:	$	1,020,647	$	9,887	$	9,887	$	9,887	$	6,355	$	1,056,664

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Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on our principal or, in the absence of a principal, most advantageous market for the specific asset or liability.

U.S. generally accepted accounting principles provide for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:

Level 1: Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including:

● quoted prices for similar assets or liabilities in active markets;

● quoted prices for identical or similar assets or liabilities in markets that are not active;

● inputs other than quoted prices that are observable for the asset or liability; and

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

Level 3: Inputs that are unobservable and reflect management’s own assumptions about the inputs market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows).

Our 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 December 31, 2018 and December 31, 2017, approximates the fair value due to their short-term nature.

Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2018 and 2017:

	Level 1		Level 2		Level 3		Total
							December 31, 2018

Derivative Liabilities	$	—	$	—	$	2,296,080	$	2,296,080

	Level 1		Level 2		Level 3		Total
							December 31, 2017

Derivative Liabilities	$	—	$	—	$	4,454,993	$	4,454,993

The Company reflects fair value for liabilities using the Black Scholes options pricing model. The following chart lists the estimated fair value of the Company’s financial instruments based on the parameters disclosed in our Notes 5 and 6 hereto:

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Lenders	December 31, 2018		December 31, 2017
Power Up Lending Group, Ltd	$	8,175	$	553,851
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		10,032		—
S&E Capital, Inc		89,926		—
Firstfire Global Opportunities Funds, LLC		590,702		—
Eagle Equities		1,597,245		1,188,270
Total:	$	2,296,080	$	4,454,993

Off Balance Sheet Arrangements

None

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

~~MINING~~Canna Corporation ~~POWER GROUP, INC.~~

(FORMERLY MINING POWER GROUP, INC.)

CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, ~~2017~~2018 and ~~2016~~2017

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM – HAYNIE & COMPANY CPA’S			23
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM – PINNACLE ACCOUNTANCY GROUP OF UTAH			F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM – PRITCHETT, SILER & HARDY, P.C.			24
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM – HAYNIE & COMPANY CPA’S			F-2
CONSOLIDATED BALANCE SHEETS			25F-3
CONSOLIDATED STATEMENTS OF OPERATIONS			26F-5
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY			27F-6
CONSOLIDATED STATEMENTS OF CASH FLOWS			28F-7
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS			29F-9

2224

~~Certified Public~~Table ~~Accountants (a~~of ~~professional corporation)~~Contents

50Pinnacle ~~West~~Accountancy ~~Broadway,~~Group ~~Suite~~of ~~600 Salt Lake City, UT 84101 (801) 532-7800 Fax (801) 328-4461~~Utah

(a DBA of Heaton & Co., PLLC)

1438 N. Hwy 89, Ste. 120

Farmington, UT 84025

Ph. 801-447-9572

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

~~Mining Power~~Canna ~~Group,~~Corporation ~~Inc.~~ (formerly ~~known~~Mining Power ~~as Rich Cigars~~Group, Inc.)

Miami, FL

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheet~~ sheets of ~~Mining~~Canna ~~Power~~Corporation ~~Group, Inc.~~ (formerly ~~known~~ asMining ~~Rich~~Power ~~Cigars~~Group, Inc.) (the Company) as of December 31, ~~2017~~2018, and the related consolidated statements of operations, stockholders’ ~~equity (~~deficit), and cash flows for the year then ended ~~December 31~~, ~~2017,~~ and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2017~~2018, and the results of its operations and its cash flows for the year ~~ended~~ ~~December~~then 31ended, ~~2017,~~ in conformity with accounting principles generally accepted in the United States of America.

Consideration of the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses and has working capital and stockholders' equity deficits, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Pinnacle Accountancy Group of Utah

We have served as the Company’s auditor since 2019.

Pinnacle Accountancy Group of Utah

Farmington, Utah

June 12, 2019

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Canna Corporation (formerly known as Mining Power Group, Inc.)

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Canna Corporation, (formerly known as Mining Power Group, Inc.) (the Company) as of December 31, 2017, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the year ended December 31, 2017, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for the year ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

Consideration of the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared ~~assuming~~ assuming that the Company will continue as a going concern. As discussed in Note 3 2 to the financial statements, the Company has incurred losses since inception, has negative cash flows from operations, and has negative working capital. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 32 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

Haynie & Company

Salt Lake City, Utah April 24, 2018

We have served as the Company’s auditor since 2017.

	1785 West Printers Row	5974 South Fashion Pointe Dr. Suite 120	1221 West Mineral Avenue, Suite 202	873 North Cleveland Avenue	2702 N. Loop 1604 East, Suite 202
As association of	Salt Lake City, Utah 84119	South Ogden, Utah 84403	Littleton, Colorado 80120-4544	Loveland, Colorado 80537	San Antonio, Texas 78232
Independent Accounting Firms	(801) 972-4800	(801) 479-4800	(303) 734-4800	(303) 577-4800	(210) 979-0055

F-2

23Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Canna Corporation
(formerly Mining Power Group, Inc.)
Consolidated Balance Sheets

		December 31, 2018		December 31, 2017

ASSETS
Current assets
Cash and cash equivalents	$	183,347	$	—
Prepaid expenses		—		4,500
Assets of discontinued operations		—		498
Total current assets		183,347		4,998

Other assets
Property and equipment, net		1,408,490		—
Cryptocurrency		6,189		—
Total other assets		1,414,679		—
Total assets	$	1,598,026	$	4,998

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	58,628	$	—
Checks drawn in excess of bank balance		27,793		—
Accrued expenses		5,080		—
Accrued interest		28,595		11,917
Accrued interest - related party		14,798		—
Payroll liabilities		7,707		—
Derivative liability		2,296,080		4,454,993
Convertible notes payable, net of discounts of $418,314 and $190,634		291,686		30,040
Convertible notes payable - related party, net of discounts of $12,126 and $0		45,028		—
Related party loans		360,528		—
Auto loan, current		9,933		—
Loans payable, net of discounts of $180,085 and $0		1,010,714		—
Deferred revenue		275,362		—
Total current liabilities		4,431,932		4,496,950
Long Term Liabilities
Auto loan, non-current		36,017		—
Total Long Term Liabilities		36,017		—
Total liabilities		4,467,949		4,496,950

~~Board of Directors~~F-3

~~Rich~~Table ~~Cigars,~~of ~~Inc. (now known as Mining Power Group, Inc.)~~Contents

18851 NE 29th Avenue, Suite 700


Commitments and Contingencies
Mezzanine Equity
Series A Convertible Preferred stock; $0.0001 par value; 1,000,000 shares authorized; 953,000 and 0 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively		120,300			125,000

Contingent Liabilities		83,000			—

Shareholders’ equity (deficit)
Preferred stock other designations: $0.0001 par value: 10,000,000 shares authorized: 0 and 0 shares issued and outstanding		—			—
Common stock: $0.0001 par value: 350,000,000 shares authorized: 59,803,654 and 3,915,769 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively		5,980			392
Additional paid-in capital		1,131,837			605,615
Accumulated deficit		(3,905,831	)		(5,222,959	)
Total Canna Corporation shareholders’ equity (deficit)		(2,768,014	)		(4,616,952	)
Non-controlling interest		(305,209	)		—
Total shareholders’ equity (deficit)		(3,073,223	)		(4,616,952	)
Total liabilities and shareholders’ equity (deficit)	$	1,598,026		$	4,998

Aventura FL 33180

We have audited the accompanying balance sheet of Rich Cigars, Inc. (now known as Mining Power Group, Inc.) as of December 31, 2016, and the related statements of operations, stockholders' equity and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Rich Cigars, Inc. (now known as Mining Power Group, Inc.) as of December 31, 2016 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered continuing losses and has not yet established a reliable, consistent and proven source of revenue to meet its operating costs on an ongoing basis and currently does not have sufficient available funding to fully implement its business plan. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Pritchett, Siler & Hardy, P.C.

Pritchett, Siler & Hardy, P.C.

Salt Lake City, Utah

March 30, 2017

Mining Power Group, Inc. (Formerly known as Rich Cigars, Inc.)
Consolidated Balance Sheets
	December 31, 2017			December 31, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	4,260
Accounts receivable, net		—			—
Inventory		—			—
Prepaid expenses		4,500			—
Assets of discontinued operations		498			37,834
Total current assets		4,998			42,094
Property and Equipment, net		—			—
Intangible Assets, net		—			—
Total Fixed Assets		—			—
Total assets	$	4,998		$	42,094
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities	$	—			—
Accrued interest		11,917			—
Derivative liability		4,454,993			—
Convertible note, net of discounts of $190,634 and $0		30,040			—
Liabilities of discontinued operations		—			12,991
Total current liabilities		4,496,950			12,991
Total liabilities		4,496,950			12,991
Commitments and Contingencies		—			—
Series A Convertible Preferred stock; $0.0001 par value; 1,000,000 shares authorized; 1,000,000 and 0 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively		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 December 31, 2017 and December 31, 2016, respectively
Common stock; $0.0001 par value; 100,000,000 shares authorized;
3,915,769 and 2,612,980 shares issued and outstanding
at December 31, 2017 and December 31, 2016, respectively		392			262
Additional Paid in Capital		605,615			581,427
Accumulated deficit		(5,222,959	)		(552,586	)

Total shareholders' equity (deficit)			(4,616,952	)			29,103
Total liabilities and shareholders' equity (deficit)		$	4,998			$	42,094

See accompanying notes to the consolidated financial statements.

25F-4

Mining Power Group, Inc. (Formerly known as Rich Cigars, Inc.)
Consolidated Statements of Operations
	Year Ended
	December 31, 2017			December 31, 2016
REVENUES	$	—		$	—
COST OF SALES		—			—
GROSS PROFIT		—			—
Operating Expenses		—			—
Operating Loss		—			—
Interest Expense		(14,673	)		—
Amortization of discount and issuance cost on convertible notes payable		(62,866	)		—
Derivative Interest		(372,697	)		—
Change in fair value of derivative liability		(3,864,796	)		—
Total other income (expense)		(4,315,032	)		—
Loss from continuing operations		(4,315,032	)		—
Loss from discontinued operations		(355,341	)		(244,178	)
NET LOSS	$	(4,670,373	)	$	(244,178	)
Net loss per share applicable to common stockholders — basic and diluted	$	(1.62	)	$	(0.10	)
Weighted average number of common shares outstanding – basic		2,885,798			2,442,404

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Canna Corporation (formerly Mining Power Group, Inc.)
Consolidated Statements of Operations

	Year Ended
	December 31, 2018			December 31, 2017

REVENUES	$	1,075,153		$	—
COST OF SALES		731,530			—
GROSS PROFIT		343,623			—
General and administrative expenses		1,236,706			—
Depreciation expense		28,722			—
Total operating expense		1,265,428			—
Loss from operations		(921,805	)		—
OTHER INCOME (EXPENSES)
Interest expense and amortization of debt discount		(790,803	)		(77,539	)
Beneficial conversion feature and derivative interest		(5,536,110	)		(372,697	)
Change in fair value of derivative liability		8,255,968			(3,864,796	)
Cryptocurrency impairment		(49,275	)		—
Fixed asset write-off		(498	)		—
Gain on extinguishment of debt		137,054			—
Gain (loss) on fixed assets		388			—
Contingency loss		(83,000	)		—
Total other income (expense)		1,933,724			(4,315,032	)
Income (Loss) from continuing operations		1,011,919			(4,315,032	)

Income (Loss) from discontinued operations		—			(355,341	)

NET INCOME (LOSS)		1,011,919			(4,670,373	)

Less: Income (loss) attributable to non-controlling interest		(305,209	)		—

Net income (loss) attributable to Canna Corporation shareholders	$	1,317,128		$	(4,670,373	)

Net income (loss) per share applicable to common stockholders – basic (continuing operations)	$	0.02		$	(1.50	)

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

Net income (loss) per share applicable to common stockholders - diluted (continuing operations)	$	0.00		$	(1.50	)

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

Weighted average number of common shares outstanding - basic		60,132,861			2,885,798

Weighted average number of common shares outstanding - diluted		1,079,444,970			2,885,798

See accompanying notes to the consolidated financial statements.

26F-5

~~Mining~~Table ~~Power~~of ~~Group, Inc.~~Contents

(Formerly known as Rich Cigars, Inc.)

Canna Corporation (formerly Mining Power Group, Inc.)
Consolidated Statements of Shareholders' Equity (Deficit)

	Common Shares			Common Stock		Additional Paid in Capital			Accumulated Deficit			Non-Controlling Interest			Total Shareholders' Deficit

BALANCE, December 31, 2016	2,612,980			262		581,427			(552,586	)		—			29,103

Shareholder contributions						65,405									65,405
Return of capital						(25,000	)								(25,000	)
Treasury shares purchased and cancelled	(1,285,000	)		(129	)	(71,542	)								(71,671	)
Issuance of shares for convertible debt	2,387,789			239		35,345									35,584
Issuance of shares for services	200,000			20		19,980									20,000

Net loss									(4,670,373	)					(4,670,373	)
BALANCE, December 31, 2017	3,915,769		$	392		605,615		$	(5,222,959	)	$	—		$	(4,616,952	)

Cancellation of common shares	(156,000	)		(16	)	(2,324	)								(2,340	)
Issuance of common shares for convertible debt	8,393,885			839		407,146									407,985
Issuance of common shares for services	150,000			15											15
Donation of common shares to a not-for-profit organization	500,000			50		121,400									121,450
Issuance of common shares for preferred stock conversion	47,000,000			4,700		—									4,700
Net income (loss)									1,317,128			(305,209	)		1,011,919
BALANCE, December 31, 2018	59,803,654		$	5,980		1,131,837		$	(3,905,831	)	$	(305,209	)	$	(3,073,223	)

~~Consolidated~~See ~~Statements~~accompanying notes ofto ~~Shareholders’ Equity~~the ~~(Deficit)~~consolidated unaudited financial statements.

	Common Shares			Common Stock			Additional Paid in Capital			Accumulated Deficit			Total Shareholders' Deficit
BALANCE, December 31, 2015		2,355,400		$	236		$	339,115		$	(308,408	)	$	30,943
Shareholder contributions								216,580						216,580
Issuance of shares for cash		145,080			15			14,493						14,534
Issuance of shares for services		112,500			11			11,239						11,250
Net Loss											(244,178	)		(244,178	)
BALANCE, December 31, 2016		2,612,980		$	262		$	581,427		$	(552,586	)	$	29,103
Shareholder contributions								65,405						65,405
Return of Capital								(25,000	)					(25,000	)
Treasury shares purchased and cancelled		(1,285,000	)		(129	)		(71,542	)					(71,671	)
Issuance of shares for convertible debt		2,387,789			239			35,345						35,584
Issuance of shares for services		200,000			20			19,980						20,000
Net Loss											(4,670,373	)		(4,670,373	)
BALANCE, December 31, 2017		3,915,769		$	392		$	605,615		$	(5,222,959	)	$	(4,616,952	)

F-6

Table of Contents

Canna Corporation (formerly Mining Power Group, Inc.)
Consolidated Statements of Cash Flows

	Year Ended
	December 31, 2018			December 31, 2017

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	1,011,919		$	(4,315,032	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of derivative liability		(8,255,968	)		3,864,796
Beneficial conversion feature and derivative interest		5,536,110			372,697
Stock issued for services		15			—
Stock donated		121,450			—
Net loss on fixed assets disposal		110			—
Gain on extinguishment of debt		(137,054	)		—
Amortization of debt discount		501,800			62,866
Bad debt expense		181,003			—
Contingency loss		83,000			—
Depreciation and amortization expense		28,722			—
Cryptocurrency impairment		49,275			—
Default penalty interest on convertible notes		218,522			—
Changes in operating assets and liabilities:
Accounts receivable		(181,003	)		—
Prepaid expense		(4,617	)		—
Accrued interest		40,283			14,673
Accrued interest - related party		14,798
Accounts payable and accrued expenses		63,704			—
Payroll liability		7,707			—
Deferred revenue		275,362			—
Net cash used in operating activities - continuing operations		(444,862	)		—
Net cash provided by operating activities - discontinued operations		—			(315,495	)
Net cash used in operating activities		(444,862	)		(315,495	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of cryptocurrency		(55,464	)
Cash paid for fixed asset acquisitions		(663,663	)		—
Net cash used in investing activities - continuing operations		(719,127	)		—
Net cash used in investing activities		(719,127	)		—

F-7

Table of Contents

CASH FLOWS FROM FINANCING ACTIVITIES
Checks drawn in excess of bank balance		27,793			—
Proceeds from preferred share issuance		—			125,000
Proceeds from notes payable		406,950			—
Repayment of notes payable		(121,241	)		—
Shareholder contributions		—			65,405
Capital reduction		—			(25,000	)
Purchase of treasury stock		—			(71,670	)
Proceeds from related party loans		379,401			—
Repayment of related parties loans		(18,874	)		—
Repayment of auto loan		(3,193	)		—
Proceeds from convertible debt		676,500			217,500
Net cash provided by financing activities - continuing operations		1,347,336			311,235
Net cash provided by financing activities		1,347,336			311,235

NET CHANGE IN CASH		183,347			(4,260	)
Cash, beginning of period		—			4,260
Cash, end of period	$	183,347		$	—

NON-CASH INVESTING AND FINANCING ACTIVITIES
Conversion of debt and accrued interest into common stock	$	407,985		$	35,584
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		$	—
Transfer of Kodiak convertible note to S&E convertible note - related parties	$	34,084		$	—
Net assets acquired in business combination	$	299,770		$	—
SUPPLEMENTAL DISCLOSURES:
Cash paid for income taxes	$	—		$	—
Cash paid for interest	$	—		$	—

See accompanying notes to the consolidated financial statements.

27F-8

Mining Power Group, Inc. (Formerly known as Rich Cigars, Inc.)
Consolidated Statements of Cash Flows
	Year ended
	December 31, 2017			December 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss from continuing operations	$	(4,315,032	)	$	—
Adjustments to reconcile net loss to net cash
used in operating activities:
Beneficial conversion feature and derivative interest		372,697			—
Change in derivative liability		3,864,796			—
Amortization of discount on convertible notes payable		62,866			—
Accrued interest		14,673
Net cash used in operating activities - continuing operations		—			—
Net cash used in operating activities - discontinued operations		(315,495	)		(233,884	)
Net cash used in operating activities		(315,495	)		(233,884	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from preferred share issuance		125,000			—
Proceeds from common share issuance		—			14,508
Proceeds from notes payable		217,500			—
Shareholder contribution		65,405			216,580
Capital reduction		(25,000	)
Purchase of treasury stock		(71,670	)
Net cash provided by financing activities – continuing operations		311,235			231,088
Net cash provided by financing activities – discontinued operations		—			—
Net cash provided by financing activities		311,235			231,088
NET CHANGE IN CASH		(4,260	)		(2,796	)
CASH, beginning of period		4,260			7,056
CASH, end of period	$	—		$	4,260
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of debt and accrued interest into common stock	$	35,583		$	—

Table of Contents

~~See~~Canna ~~accompanying notes to the consolidated financial statements.~~Corporation

28(formerly Mining Power Group, Inc.)

Mining Power Group, Inc.

(Formerly known as Rich Cigars, Inc.)

Notes to the Consolidated Financial Statements

For the ~~Year~~Years Ended December 31, ~~2017~~2018 and ~~2016~~ 2017

NOTE l: 1 NATURE OF ORGANIZATION

~~Mining Power~~Canna ~~Group,~~Corporation ~~Inc.~~ (formerly ~~known~~Mining asPower ~~Rich Cigars~~Group, Inc.) (the "Company") is a Florida Corporation incorporated on July 29, 2013, and was initially established to manufacture and distribute high-quality, hand rolled, premium cigars under the Rich Cigars brand name. The Company ~~has~~had branded custom cigars to be sold via the internet and through retail locations. The Company's primary operations ~~are~~ are currently through Northway Mining, LLC as a data center for third parties’ cryptomining processes located in ~~the~~New ~~Miami~~York State, ~~Florida~~in ~~area~~which the Company has a majority interest (55%) acquired on August 1, ~~and~~2018. ~~management~~Management intends to conduct our business principally in the U.S. ~~through our own sales and marketing team.~~

~~In November~~Northway ~~2017~~Mining, ~~the~~LLC’s ~~Company~~(“NWM”) ~~underwent~~core abusiness ~~change~~is inproviding ~~control~~hosting and ~~became~~security aservices ~~Colorado~~for ~~corporation.~~third ~~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~~parties’s ~~direction and overall~~cryptomining ~~strategy. Additionally~~processes, ~~the~~including ~~Company~~continuous ~~has~~camera ~~subsidiaries in fields unrelated to the traditional business~~recording, ~~which is being phased out. The Company’s new strategic direction will be to focus on the acquisition~~night-vision, ~~development,~~motion ~~and marketing of proprietary patented products that are readily marketable internationally~~activation, and atautomatic ~~the~~text ~~same~~notification ~~time,~~to ~~its~~onsite ~~entering the business of cryptocurrency mining by the ownership of multiple cryptocurrency mining machines~~staff.

~~On December~~In ~~26,~~November 2017, the Company ~~completed~~underwent a ~~reorganization.~~change ~~Rich~~in ~~Cigars,~~control ~~Inc.,~~and ~~having~~became ~~been~~a ~~renamed~~Colorado ~~to RCGR SUB, Inc~~corporation., ~~became~~As a ~~direct,~~result ~~wholly-owned subsidiary~~ of athis ~~newly formed Delaware corporation~~change, ~~First~~the ~~Intercontinental~~Company changed ~~Technology,~~the ~~Inc.~~business ~~First~~name to Intercontinental Technology, Inc. ~~was~~ ~~then~~in ~~considered~~order ~~the~~to ~~parent~~reflect ~~and~~a ischange ~~now~~in the ~~public~~Company's ~~entity~~direction and overall strategy. ~~Additionally,~~The ~~another~~Company's ~~Delaware~~strategic ~~corporate~~direction was ~~formed,~~to ~~Intercontinental Services,~~focus ~~Inc.~~on Asthe ofacquisition, ~~the~~development, ~~effective~~and ~~time~~marketing of ~~the~~proprietary ~~merger,~~patented products ~~all~~that ~~outstanding~~are ~~shares~~readily ofmarketable ~~common~~internationally, ~~stock~~ and ~~preferred~~at ~~stock~~the ofsame ~~Rich Cigars~~time, ~~Inc.~~ ~~were~~entering ~~automatically~~the ~~converted~~business ~~into identical shares~~ of ~~common~~cryptocurrency ~~stock~~mining ~~or preferred stock in~~ by the ~~parent~~ownership onof amultiple ~~one-for-one~~cryptocurrency ~~basis~~mining machines.

On ~~February~~ 16December 26, ~~2018~~2017, the Company’s ~~Board~~completed ofa ~~Directors~~reorganization. ~~voted~~Rich Cigars, Inc., having been renamed to ~~annul~~RCGR ~~and~~SUB, ~~vitiate~~Inc., ~~the~~became ~~series~~a direct, wholly-owned subsidiary of ~~transactions~~a innewly formed Delaware bycorporation, ~~filing~~First ~~certificates~~Intercontinental Technology, Inc. First Intercontinental ofTechnology, ~~correction~~Inc. ~~with~~was ~~Delaware’s~~then ~~Secretary~~considered ofthe ~~State~~parent and is now the public entity. OnAdditionally, ~~February~~another 21Delaware corporation was formed, Intercontinental ~~2018~~Services, ~~the~~Inc. ~~Company~~As ~~amended~~of ~~and~~the ~~restated~~effective date of the ~~Articles~~merger, all outstanding shares of common stock and preferred stock ~~Incorporation~~of inRich ~~order~~Cigars, toInc. ~~change~~were ~~the~~automatically ~~Company’s~~converted ~~name~~into toidentical ~~Mining~~shares ~~Power~~of ~~Group,~~common ~~Inc~~stock or preferred stock in the parent on a one-for-one basis.

~~NOTE~~On February ~~2 RECLASSIFICATION~~16, 2018, the Company's Board of Directors voted to annul and vitiate the series of transactions in Delaware by filing OFcertificates ~~PRIOR~~of ~~YEAR~~correction ~~PRESENTATION~~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.

~~Certain~~On ~~prior~~April ~~year amounts have been reclassified for consistency with the current period presentation. Additionally~~4, ~~certain expense items have been broken out differently. Previously~~2019, the Company ~~had~~effected ~~netted~~a ~~its~~name ~~stock~~change ~~subscription~~in ~~receivables against common stock. In~~ the ~~current~~State ~~period~~of ~~the~~Colorado ~~Company~~from ~~concluded~~Mining ~~that~~Power itGroup, ~~was~~Inc. ~~more appropriate~~ to ~~present these subscription receivables~~“Canna Corporation” in ~~separately~~preparation infor ~~the~~a ~~Balance~~refocus ~~Sheet and in the Statement~~ of ~~Shareholders’~~its ~~Equity~~business ~~(Deficit)~~plan. Similarly, ~~These reclassifications had no effect on~~ the ~~reported~~name ~~results of operations. This~~ change inwas ~~classification~~filed ~~does not materially affect previously reported cash flows from operations or from financing activities~~ in the ~~Statement~~State of ~~Cash Flows~~Florida, ~~and~~where ~~had no effect on~~ the ~~previously reported Statement~~ ofCompany’s ~~Operations~~headquarters ~~for~~are ~~any period~~located.

NOTE 2: 3 GOING CONCERN

These ~~consolidated~~ consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the foreseeable future. As of December 31, ~~2017~~2018, the Company has ~~incurred net~~an ~~losses~~accumulated deficit of $53,~~222~~905,~~959~~831 since inception. This raises substantial doubt about the Company’'s ability to continue as a going concern.

29Management'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 consolidated financial statements do not include any adjustments relating to the recovery of the

~~Mining Power Group, Inc.~~F-9

~~(Formerly~~Table ~~known~~of ~~as Rich Cigars, Inc.)~~Contents

~~Notes~~recorded assets toor the ~~Consolidated~~classifications ~~Financial~~of ~~Statements~~the liabilities that might be necessary should the Company be unable to continue as a going concern.

~~For~~NOTE 3: ~~the~~DISCONTINUED ~~Year~~OPERATIONS ~~Ended December 31, 2017 and 2016~~

~~Management's~~On ~~plans~~November ~~include~~27, ~~raising~~2017, ~~capital~~the ~~through~~Company ~~the~~entered ~~equity~~into ~~markets~~a toSubscription ~~fund~~Agreement ~~operations~~with ~~and~~Mr. ~~eventually~~Dror Svorai, the ~~generating~~current CEO of ~~revenue~~the ~~through~~Company, ~~its~~for ~~business;~~the ~~however~~purchase of 1,000,000 ~~there~~shares ~~can~~of berestricted noSeries ~~assurance~~A ~~that~~Convertible Preferred Supermajority voting stock. Pursuant to this agreement, the Company ~~will~~announced bea ~~successful~~shift in ~~such~~the ~~activities. These~~strategic ~~consolidated~~focus ~~financial~~by which the Company has recognized a cessation of it business operations ~~statements~~of doRich ~~not~~Cigars ~~include~~in ~~any~~accordance ~~adjustments~~with ~~relating~~Accounting toStandards Codification (ASC) 205-20 Discontinued Operations. As such, the historical ~~recovery~~results of the ~~recorded~~Company ~~assets~~have orbeen ~~the~~classified ~~classifications~~as discontinued operations. As of the ~~liabilities~~year ended December 31, 2017, assets ~~that~~of ~~might~~discontinued beoperations ~~necessary~~consisted ~~should~~of property and equipment of $498. During the ~~Company~~year beended ~~unable~~December to31, ~~continue~~2018 asall aproperty ~~going~~and equipment ~~concern~~was written off.

~~NOTE~~Results ~~4 DISCONTINUED~~of ~~OPERATIONS~~the discontinued operations for the twelve months ended December 31, 2018 and 2017 are as follows:

On November 27, 2017, 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. As a result of this shift, the Company has recognized a cessation of it business operations for 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.

	Twelve Months Ended December 31, 2018		Twelve Months Ended December 31, 2017

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

GROSS PROFIT		—		2,224
OPERATING EXPENSES
Amortization and depreciation expenses		—		7,226
Marketing expense		—		32,095
Other general and administrative		—		318,244
Total operating expenses		—		357,565
Income (loss) from operations	$	—	$	(355,341	)

As of the year ended December 31, 2017, assets of discontinued operations consisted of property and equipment of $498. As of the year ended December 31, 2016, assets of discontinued operations consisted of property and equipment of $924, intangible assets of $6,800, and inventory and other assets of $30,110. As of December 31, 2017, there were no liabilities of discontinued operations. As of December 31, 2016, there was outstanding AP balance of $12,991.

	Twelve Months Ended December 31, 2018		Twelve Months Ended December 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss from operations	$	—	$	(355,341	)
Adjustments to reconcile net loss to net cash
Depreciation and amortization		—		7,226
Stock issued for services		—		20,000
Change in assets and liabilities:
Accounts receivable		—		8
Prepaid expenses		—		12,264
Inventory		—		13,339
Accounts payable and accrued expenses		—		(12,991	)
Net cash used in operating activities	$	—	$	(315,495	)

~~Results of the discontinued operations as of December 31, 2017 are as follows:~~F-10

	December 31, 2017			December 31, 2016
REVENUES	$	4,606		$	4,863
COST OF SALES		2,382			2,157
GROSS PROFIT		2,224			2,706
OPERATING EXPENSES
Officers Compensation		75,520			91,896
Professional Fees		67,554			22,016
Travel Expense		45,874			44,039
Legal Fees		42,550			16,654
Marketing Expense		32,095			36,348
Rent expense		29,995			—
Inventory obsolescence expense		24,625			—
Accounting and Audit		11,704			14,449
Meals and Entertainment		10,544			6,443
Amortization Expense		6,800			1,700
Other General and Administrative		5,287			7,381
Transfer Agent Fees		4,591			5,532
Depreciation Expense		426			426
Total operating expenses		357,565			246,884
Net loss from discontinued operations	$	(355,341	)	$	(244,178	)

Table of Contents

30NOTE 4: SUMMARY OF SIGNIFICANT ACCOUNT POLICIES

~~Mining~~Principles of ~~Power~~Consolidation ~~Group, Inc.~~

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

~~Notes~~The consolidated tofinancial statements include the ~~Consolidated~~accounts ~~Financial~~of ~~Statements~~Canna Corporation and its subsidiary Northway Mining, LLC, which are controlled and owned 55% by Canna Corporation.

~~For~~All of the ~~Year~~equity ~~Ended~~interests ~~December~~in 31Northway Mining not held by the Company are reflected as non-controlling interests. In the consolidated statements of operations, ~~2017~~we ~~and~~allocate net income (loss) attributable to non-controlling interests to arrive at net income (loss) ~~2016~~attributable to the Company.

Cash flow from discontinued operations as of December 31, 2017 are as follows:

	December 31, 2017			December 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(355,341	)	$	(244,178	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and Amortization		7,226			2,126
Common stock issued for services		20,000			11,250
Change in assets and liabilities:
Accounts receivable		8			(8	)
Prepaid expenses		12,264			(4,266	)
Inventory		13,339			(10,391	)
Accounts payable and accrued expenses		(12,991	)		11,583
Net cash used in operating activities	$	(315,495	)	$	(233,884	)

NOTE 5 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principals of Consolidation

The accompanying consolidated financial statements of Mining Power Group, Inc. (formerly Rich Cigars, Inc.) and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Management makes estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Actual results could differ from those estimates.

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.

Basis of Presentation

The ~~consolidated~~ accompanying financial statements have been prepared by the Company in accordance with ~~accounting~~Generally ~~principles~~Accepted ~~generally~~Accounting ~~accepted~~Principles ("GAAP") in the United States of America ~~("GAAP")~~. onThe ~~the~~Company ~~accrual~~has ~~basis~~elected ofa ~~accounting~~December 31 fiscal year-end.

Use of Estimates

The ~~preparation~~ preparation of consolidated financial statements in conformity with GAAP requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in the consolidated financial statements. The significant accounting policies, estimates and related judgments underlying the Company's consolidated financial statements are summarized below. In applying these policies, management makes subjective judgments that frequently require estimates about matters that are inherently uncertain. Actual results could differ materially from those estimates.

31Carrying Value, Recoverability and Impairment of Long-Lived Assets

~~Mining~~The Company’s ~~Power~~long-lived ~~Group~~assets, ~~Inc~~which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

(Formerly known as Rich Cigars, Inc.)

Notes to the Consolidated Financial Statements

For the Year Ended December 31, 2017 and 2016

Cash and Cash Equivalents

The ~~Company~~ Company considers all investments with a maturity date of three months or less when purchased to be cash equivalents. The Company had cash in the amount of $0183,347 and $~~4,260~~0 as of December 31, ~~2017~~2018 and ~~2016~~December 31, 2017, respectively.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount, ~~and~~net ~~generally~~of doan ~~not bear interest. An~~ allowance for doubtful accounts. isThe ~~established, as~~Company ~~necessary,~~performs ~~based~~ on-going ~~past~~credit evaluations ~~experience~~of ~~and~~its ~~other~~customers ~~factors~~and ~~which,~~adjusts incredit ~~management's~~limits ~~judgment,~~based ~~deserve~~upon ~~current~~payment ~~recognition~~history ~~in estimating bad debts. Such factors include growth~~ and ~~composition of accounts receivable,~~ the ~~relationship~~customer’s ofcurrent ~~the~~credit ~~allowance for doubtful accounts~~worthiness, toas ~~accounts~~determined ~~receivable~~by ~~and~~the ~~current economic conditions. Based on a~~ review of ~~these~~their ~~factors,~~current ~~the~~credit ~~Company~~information; ~~establishes~~and ordetermines ~~adjusts~~ the allowance for ~~specific~~doubtful ~~customers and the~~ accounts ~~receivable~~based ~~portfolio~~on ashistorical write-off aexperience, ~~whole.~~customer Atspecific ~~December~~facts ~~31, 2017~~ and ~~2016,~~general ~~the~~economic ~~Company wrote~~conditions ~~off~~that ~~uncollectible~~may ~~accounts~~affect ina ~~the~~client’s ~~amount~~ability ofto ~~$8 and $0, respectively~~pay.

~~Inventory~~Account balances are charged off against the allowance after all means of 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. As of December 31, 2018, the balances of accounts receivable and allowance for doubtful accounts were $181,003 and $181,003, respectively, resulting in net $0 accounts receivable. During the years ended December 31, 2018 and 2017, the Company incurred bad debt expense of $181,003 and $0, respectively. The Company had no accounts receivable as of December 31, 2017

The Company records inventory at lower of cost or net realizable values which consists of ready for sale cigars and other accessories. Cost is determined using the first-in, first-out method. The Company had a balance in inventory of $0 and $13,338 at December 31, 2017 and 2016, respectively. During the period ended December 31, 2017, the Company wrote off inventory in the amount of $24,625 as it was determined to be obsolete due to the Company’s change in strategic direction.Cryptocurrencies

The Company receives cryptocurrencies from its customers as a form of payment and converts them into cash in less than 3 months from receipt. The Company accounts for its cryptocurrencies as indefinite-lived intangible assets at

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historical cost less impairment in accordance with ASC 350 Intangibles - Goodwill and Other. The Company recognized an impairment loss on its cryptocurrencies of $49,275 and $0 during the years ended December 31, 2018 and 2017. As of December 31, 2018 and December 31, 2017, the fair value of cryptocurrencies was $6,189 and $0, respectively.

Property and Equipment

~~The Company~~Property ~~records property~~ and equipment atis ~~historical~~recorded ~~cost,~~at ~~and depreciates these assets using the straight-line depreciation method over the estimated useful lives of the respective assets~~cost. ~~Estimated~~Expenditures ~~useful lives~~ for major ~~classes~~additions ofand ~~depreciable~~betterments ~~assets~~ are ~~as follows:~~capitalized.

Asset Class	Estimated Useful Life
Furniture, fixtures and office equipment	5 years
Computer hardware and software	3 years

Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values shown in the table below) over the estimated useful lives of the respective assets.

Expenditures for additions and improvements over $1,500 that substantially extend the useful life of property and equipment or increase its operating effectiveness are capitalized. Repair and maintenance costs are expensed as incurred.

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

Upon the sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. During 2018, the Company acquired $1,507,368 of fixed asests via financing ($843,705 - NOTE 5) or purchase ($663,663). The Company recorded $28,722 of depreciation expense during 2018 and disposed of a vehicle with original cost of $75,581 and accumulated depreciation of $5,425, resulting in net fixed assets of $1,408,490 at December 31, 2018 as follows:

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

Real Estate - Land	$	102,218		—	$	—
Real Estate - Building		982,682		39		968
Improvements		184,167		5		11,676
Pods		95,046		5		5,289
Office Equipment & Furnitures		2,399		5		90
Computer Equipment		8,840		5		543
Vehicles		56,435		5		4,731
TOTAL:	$	1,431,787			$	23,297

The Company had no fixed assets during the year ended December 31, 2017.

Deferred revenue

The Company recognizes revenue for subscription hosting service sales over the subscription period and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date. As of December 31, 2018 and December 31, 2017, the balances of deferred revenue were $275,362 and $0, respectively.

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Loans Payable

The Company acquired certain real estate and vehicles, [the unpaid balance is guaranteed by mortgages with a 12 months maturity 5% interest rate, along with a lien and 72 month maturity on the vehicles]. The total mortgage balance with 707 Flats Rd. and Marsan Properties as of December 31, 2018 is $617,400, which is payable in the year 2019. The Company also signed loans agreement with: (i) Ultegra Partner, net proceeds of $339,500, payable in weekly payments of $11,583, (ii) Atlas Advanced, net proceeds of $67,450, payable in working daily payments of $1,216. The 1^st Scotia Bank vehicle loan is deferred as follows: (a) within 12 month period: $9,933 (included in the balance sheet as Auto loan, current), and (b) thereafter: $36,017 (included in the balance sheet as Auto loan, non-current) as detailed in the following chart. The interest rate for Community Bank is 5.79%, and 1^stScotia Bank is 7.29%. The Company received, in aggregate, total proceeds of $406,950 and $217,500 on these loans, and made repayments totaling $124,434 and $0 during the years ended December 31, 2018 and 2017, respectively.

LENDER	CURRENT LIABILITIES		LONG TERM LIABILITIES								TOTAL DEBT
		2019		2020		2021		2022		2023
1^stScotia Bank	$	9,933	$	9,887	$	9,887	$	9,887	$	6,355	$	45,950
707 Flats Rd.		134,900		—		—		—		—		134,900
Marsan Properties		482,500		—		—		—		—		482,500
Ultegra Partner		331,417		—		—		—		—		331,417
Atlas Advanced		61,898		—		—		—		—		61,898
Total:	$	1,020,647	$	9,887	$	9,887	$	9,887	$	6,355	$	1,056,664

Beneficial Conversion Feature

If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“"BCF”"). A ~~BCF~~Beneficial ~~is recorded by the Company as a debt discount pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 470-20 Debt with~~ Conversion ~~and Other~~ Options. In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method.

Embedded Conversion Features

The ~~Company~~ Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine ~~whether~~ whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair ~~value~~ 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.

Mining Power Group, Inc.

(Formerly known as Rich Cigars, Inc.)

Notes to the Consolidated Financial Statements

For the Year Ended December 31, 2017 and 2016

ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features.

Derivative Financial Instruments

Fair ~~value~~ value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and, further, if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

Once determined, derivative liabilities are adjusted 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.~~Scholes

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option-pricing model.

Fair Value of Financial Instruments

U.S. generally accepted accounting principles provide for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:

Level 1: Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access.

● quoted prices for similar assets or liabilities in active markets;

● quoted prices for identical or similar assets or liabilities in markets that are not active;

● inputs other than quoted prices that are observable for the asset or liability; and

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

Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2018 and 2017:

	Level 1		Level 2		Level 3		Total
							December 31, 2018
Derivative Liability	$	—	$	—	$	2,296,080	$	2,296,080

	Level 1		Level 2		Level 3		Total
							December 31, 2017
Derivative Liability	$	—	$	—	$	4,454,993	$	4,454,993

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The Company reflects the fair value for liabilities using the Black Scholes pricing model. The following chart discloses the estimated fair values for the Company’s derivative financial instruments based on the parameters disclosed in our Notes 5 and 6 hereto:

LENDERS	December 31, 2018		December 31, 2017

Power Up Lending Group, Ltd	$	8,175	$	353,071
Power Up Lending Group, Ltd [2]		—		553,851
Crown Bridge Partners, LLC		—		1,679,176
Kodiak Capital Group, LLC		—		680,625
D&D Capital, Inc		10,032		—
S&E Capital, Inc		89,926		—
Firstfire Global Opportunities Funds, LLC		590,702		—
Eagle Equities		1,597,245		1,188,270
Total:	$	2,296,080	$	4,454,993

Derivative Liability Reconciliation
	December 31
	2018			2017
Beginning Balance	$	4,454,993		$	—
New Derivative Debt		5,536,110			590,197
Debt Converted		560,945
Change in Fair Value		(8,255,968	)		3,864,796
Ending Balance	$	2,296,080		$	4,454,993

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Revenue Recognition

~~The Company recognizes revenue on arrangements~~Effective inJanuary ~~accordance with Securities and Exchange Commission Staff Accounting Bulletin Topic 13~~1, ~~Revenue~~ ~~Recognition and ASC 605-15-25~~2018, ~~Revenue~~ ~~Recognition. The~~the Company’s ~~net~~adopted ~~revenue~~the isFinancial ~~principally~~Accounting ~~from~~Standards ~~the~~Board ~~manufacturing~~(“FASB”) ~~and sales~~standard ofupdate ~~high-quality,~~ASU ~~hand~~2014-~~rolled~~09, “Revenue ~~premium~~from ~~cigars.~~Contracts Inwith ~~all cases~~Customers,” ~~revenue~~(“Topic is606”) ~~recognized~~which ~~when~~provides a ~~sales transaction closes and the product is shipped or picked~~principles-~~up by the customer. For the years ended December 31~~based, ~~2017~~five-step ~~and 2016, the Company recorded revenues~~approach ~~related~~ to ~~the~~measure ~~sale of cigars in the amount of $4,606~~ and ~~$4,488,~~recognize ~~respectively.~~revenue ~~Additionally,~~from ~~the~~contracts ~~Company~~with ~~hosts private events and provides the services of a professional cigar roller~~customers. AsRevenue ofis ~~December~~recognized ~~31,~~when ~~2017 and 2016,~~ the ~~Company~~following ~~recorded~~criteria ~~revenues~~are ~~for these services in the amount of $0 and $375, respectively.~~met:

~~Cost~~ ● Identification of ~~Goods~~the ~~Sold~~contract, or contracts, with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when, or as, we satisfy performance obligation.

The adoption ~~Company~~of ~~recognizes~~this ~~the~~guidance ~~direct cost~~did ofnot ~~purchasing~~have ~~products~~a ~~for~~material ~~sale,~~impact ~~including~~on ~~freight~~the ~~charges~~Company’s ~~and~~consolidated ~~packaging~~statements of operations, ascash ~~cost~~flows, shareholders’ ofequity ~~goods~~(deficit), ~~sold~~or inbalance sheets as of the ~~accompanying~~adoption ~~Income Statement~~date.

The Company's revenues have been generated primarily through hosting services to third parties. The terms of these agreements generally consist on a deposit and monthly billing cycles covering our services.

For the twelve months ended December 31, 2018, all met the above criteria or in exceptional cases only involvement was to sell to some of the end users at pricing that is consistent with market transactions, thereby allowing for the recognition of revenue for the revenue on such transactions upon receipt.

We periodically review for 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.

Income Taxes

Deferred ~~tax~~ tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Additionally, the recognition of future tax benefits, such as net operating loss carryforwards, is required to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are ~~measured~~determined using enacted tax rates expected to apply to taxable income in the ~~years~~ 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.

In the event the future tax consequences of differences between the financial reporting bases and 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.

The ~~Company~~ Company files income tax returns in the United States, New York and Florida, which are subject to examination by the tax authorities in these jurisdictions. Generally, the statute of limitations related to the Company's federal and state income tax return is three years. The state impact of any federal changes for prior years remains subject to examination for a period up to five years after formal notification to the states.

33Management has evaluated tax positions in accordance with ASC 740, Income Taxes, and has not identified any significant tax positions, other than those disclosed. All of the Company's tax years since inception remain subject to examination by Federal and State jurisdictions.

Mining Power Group, Inc.

(Formerly known as Rich Cigars, Inc.)

Notes to the Consolidated Financial Statements

For the Year Ended December 31, 2017 and 2016

to the Company's federal and state income tax return is three years. The state impact of any federal changes for prior years remains subject to examination for a period up to five years after formal notification to the states.

Management has evaluated tax positions in accordance with ASC 740, Income Taxes, and has not identified any significant tax positions, other than those disclosed. All of the Company’s tax years since inception remain subject to examination by Federal and State jurisdictions.

Shipping and Handling Costs

Shipping and handling costs to transport goods to customers are primarily paid directly by the customer.

Advertising and Promotion

The Company expenses advertising and promotion costs as incurred. The Company did not incur any advertising and promotion expenses during the years ended December 31, 2017 and 2016, respectively.

Earnings Per Share

~~The Company has adopted ASC 260-10-50, Earnings~~Basic ~~per~~net ~~Share, which~~income ~~provides for the calculation of "basic" and "diluted" earnings~~ per common share. ("Basic ~~earnings per~~EPS'') ~~share~~excludes ~~includes no~~ dilution and is computed by dividing net income ~~or loss available to common shareholders~~ by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Basic and diluted losses per share were the same at the reporting dates as no common stock equivalents were issued or outstanding during the years ended December 31, 2017 and 2016. Dilutive securities excluded from the loss per share were Series A preferred shares convertible into 1,000,000,000 shares of common stock and convertible debt convertible into 18,988,836 shares of common stock at December 31, 2017

~~NOTE 6 CONVERTIBLE NOTES PAYABLE~~F-16

OnTable 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. On March 27, 2017, the Company entered into a potentially dilutive convertible advance with Crown Bridge Partners, LLC. The advance, with a face value of $75,000, bears interest at 8% per annum and is 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. The Company valued this conversion feature as of December 31, 2017 at $1,679,176 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 86 day term to maturity, risk free interest rate of 1.76% and annualized volatility of 63.54%. The value of the conversion feature was assigned to the derivative liability and created a debtContents

weighted average number of common shares outstanding during the period. Diluted net income per common share ("Diluted EPS'') reflects the potential dilution that could occur if stock options or other contracts to issue shares of common stock were exercised or converted into common stock. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on net income per common share. As such, preferred stock and debt convertible into 1,000,000,000 and 18,988,836 shares of common stock, respectively, at December 31, 2017, were excluded from the computation of Diluted EPS for the year then ended.

	December 31,
	2018		2017
Numerator
Net income (loss) applicable to common shareholders	$	1,317,128	$	(4,670,373	)

Denominator
Weighted average common shares outstanding, basic		60,132,861		2,885,798
Convertible preferred stock		953,000,000		--
Convertible promissory notes		66,312,109		--
Weighted average common shares outstanding, diluted		1,079,444,970		2,885,798
Net Income (loss) per share - Basic	$	0.02	$	(1.62	)
Income per shares - Diluted	$	0.00	$	(1.62	)

NOTE 5: NOTES PAYABLE

Convertible Notes Payable

Eagle Equities LLC

During 2018, the Company entered into three notes with Eagle Equities LLC. The notes are 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. 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. 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 for each note (See NOTE 4 - Fair Value of Financial Instruments). The notes are summarized as follows:

On July 3, 2018, the Company entered into a convertible note with Eagle Equities LLC. The note, with a face value of $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. Accrued interest at December 31, 2018 totaled $6,549. The Company valued the related conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of December 31,

2018: dividend yield of zero, 184 days term to maturity, risk free interest rate of 2.56% and annualized volatility of 337%, valued at $322,892. The value of the conversion feature was assigned to the derivative liability and created a loss and debt discount to be amortized over the life of the convertible debt.

On August 10, 2018, the Company entered into a convertible note with Eagle Equities LLC. The note, 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

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issuance costs and fees was $285,000. Accrued interest at December 31, 2018 totaled $12,471. The Company valued the related conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of December 31, 2018: dividend yield of zero, 222 days term to maturity, risk free interest rate of 2.56% and annualized volatility of 319%, valued at $956,139. 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.

On August 10, 2018, the Company entered into a convertible note with Eagle Equities LLC. The note, 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. Accrued interest at December 31, 2018 totaled $3,994. The Company valued the related conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of December 31, 2018: dividend yield of zero, 222 days term to maturity, risk free interest rate of 2.56% and annualized volatility of 319%, valued at $318,214. The value of the conversion feature was assigned to the derivative liability and created a loss and debt discount to be amortized over the life of the convertible debt.

Firstfire Global Opportunity Fund, LLC

On September 11, 2018, the Company entered into a convertible note with Firstfire Global Opportunities Fund, LLC. The note, with a face value of $210,000, bears interest at 5% per annum and was payable on July 11, 2018. The note was issued at a $10,000 (“OID”) discount. The net proceeds received after issuance costs and fees was $195,000. Accrued interest at December 31, 2018 totaled $3,194.

Additionally, the note is convertible at the holder's discretion into shares of the Company's common stock based on a conversion formula of 65% multiplied by the lowest price of the common shares for the 20 consecutive trading days period immediately preceding the Trading Day that the Company receives a Notice of Conversion. 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 December 31, 2018: dividend yield of zero, 162 day term to maturity, risk free interest rate of 2.56% and annualized volatility of 355%, valued at $590,702. 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.

2018 Convertible Notes Payable Summary

	December 31, 2018
Lender	Principal		Unamortized Debt Discount			Net

Firstfire Global Opportunities Fund, LLC	$	210,000	$	(124,615	)	$	85,385
Eagle Equities, LLC		500,000		(293,699	)		206,301
Total:	$	710,000	$	(418,314	)	$	291,686

On March 27, 2017, the Company entered into a convertible advance with Crown Bridge Partners, LLC. The agreement provided that the Company may have borrowed up to $675,000. Borrowings under the line bore interest at 8% upon maturity and included a 10% issue discount. The maturity date for each tranche funded was 12 months from the effective date of each tranche. Additionally, the note was 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 was received. As of December 31, 2017, the Company had drawn a $75,000 credit line, resulting in net proceeds received after discount of $63,750. During the year ended December 31, 2018, the noteholder converted $48,720 of principal and interest into common stock, and transferred the remaining $40,000 to a related party, resulting in a $0 balance owed at December 31, 2018.

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On March 24, 2017, the Company entered into a convertible advance with Eagle Equities, LLC. The advance, with a face value of $75,000, bore interest at 8% per annum and was payable on March 24, 2018. The note was issued at a 10% discount, resulting in net proceeds received after issuance costs and fees of $63,750. Additionally, the note wass 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 was received. During the year ended December 31, 2018, the noteholder converted $66,871 of principal and interest into common stock, resulting in a $0 balance owed at December 31, 2018.

On May 30, 2017, the Company entered into a convertible advance with Power Up Lending Group, LTD. The advance, with a face value of $38,000, bore interest at 12% per annum and was payable on March 5, 2018. The note was issued at a 7% discount, resulting in net proceeds received after issuance costs and fees of $35,000. Additionally, the note was 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 trading prior to which the Notice of Conversion was received. During the year ended December 31, 2018, the noteholder converted $50,858 of principal and interest into common stock, resulting in $0 and $2,387 in principal and interest, respectively, owed at December 31, 2018.

On May 15, 2017, the Company entered into a convertible advance with Kodiak Capital Group, LLC. The agreement provided that the Company may have borrowed up to $337,500. Borrowings under the line bore interest at 8% per annum and included a 10% issue discount. The maturity date for each tranche funded was 12 months from the effective date of each tranche. Additionally, the note was 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 was received. As of December 31, 2017, the Company had drawn a $37,500 credit line, resulting in net proceeds received after discount of $30,000. During 2018, Kodiak Capital declared a default of the convertible note payable to them, thereby invoking 22% retroactive interest and a penalty of $2,000 per day for non-delivery of the shares according to the note agreement, which led to increasing the balance of the note to $142,633 (including $2,630 accrued interest on the Kodiak note). On February 15, 2018, S&E Capital, LLC, a related party to Canna Corporation reached an agreement with Kodiak Capital to purchase the note (see NOTE 6). The new S&E note extended the maturity date to October 15, 2018, reduced the interest rate from 22% back to 8%, and included a revised conversion rate of 75% of the average of the three lowest trading prices during the 50 days prior to receiving the Notice of Conversion. As a result of the significant modifications to the original terms, the transaction was deemed to be a debt extinguishment and issuance of new debt. The extinguishment of the Kodiak note resulted in a gain of $137,054.

During the year ended December 31, 2018, the noteholder transferred $37,401 principal and accrued interest to a related party (see NOTE 6), resulting in a $0 balance owed at December 31, 2018.

On September 27, 2017, the Company entered into a convertible advance with PowerUp Lending Group, LTD. The advance with a face value of $28,000, bore interest at 12% per annum and was payable on July 10, 2018. The note was issued at a 10% discount, resulting in net proceeds received after issuance cost and fees of $25,000. Additionally, the note was 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 days prior to which the Notice of Conversion was received. During the year ended December 31, 2018, the noteholder converted $56,000 of principal and interest into common stock, resulting in a $0 balance owed at December 31, 2018.

Debt discount amortization on the convertible notes totaled $418,314 and $62,866 during the years ended December 31,2018 and 2017, respectively. At December 31, 2017, the Company had $30,040 (net of $190,634 unamortized debt discount) of convertible loans issued and outstanding. These loans, along with interest and default interest for total aggregate balance of $211,694, were subsequently converted during 2018 at an average price of $.06 for 3,645,673 shares of the Company’s common stock (NOTE 7). The conversion formula of each of the above notes created an embedded derivative conversion feature the with values of $2,296,080 and $4,454,993 at December 31, 2018 and 2017, respectively.

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Loans Payable

LENDER	LOAN AMOUNT		NET OF PROCEEDS		BALANCE AS OF DECEMBER 31, 2018		DEBT DISC. & ORIGIN. FEES		INT RATE			TERMS OF PAYMENT		NET BALANCE AS OF DEC. 31, 2018
Ultegra Financial Partners (1)	$	486,500	$	339,500	$	474,917	$	143,500		84.98	%		Weekly-42 weeks	$	331,417
Atlas Advanced Funding (1)		109,425		67,450		98,482		36,585		332.38	%		Daily-90 days		61,898
707 Flats Road (2)		134,900		—		134,900				—			180 days		134,900
Marsan Properties (2)		600,000		—		482,500				5	%		12 months		482,500
TOTAL:														$	1,010,714

During the year ended December 31, 2018, the Company engaged in the following loan activity:

(1)

The Company recognized $55,612 in debt discount amortization on these loans during 2018.

(2)

Proceeds totaling $734,900 used to finance fixed assets, plus guarantees, for total fixed asset financing of $843,705 (NOTE 4 Property and Equipment).

NOTE 6: RELATED PARTY LOANS

Convertible Notes Payable

On February 21, 2018 Crown Bridge Partners LLC, sold part of its convertible note to D&D Capital, Inc, a related party. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of December 31, 2018 dividend yield of zero, 86 days term to maturity, risk free interest rate of 2.45% and annualized volatility of 456%, valued at $10,032. 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. (See NOTE 4 Fair Value of Financial Instruments)

During 2018, D&D Capital, Inc. exercised the convertible option, resulting in 2,298,212 shares issued at a price of $0.04 per share issued for $95,008 (including $2,387 in accrued interest) (See NOTE 7 Equity)

The remaining principal and interest balances as of December 31, 2018 were $7,379 and $541, respectively.

On February 15, 2018, S&E Capital, LLC, a related party to Canna Corporation, reached an agreement with Kodiak Capital to purchase the Kodiak note and interest totaling approximately $140,000. The newly-issued S&E note extended the maturity date to October 15, 2018, carried an interest rate of 8%, and included a conversion rate of 75% of the average of the three lowest trading prices during the 50 days prior to receiving the Notice of Conversion. During 2018, S&E Capital, Inc. exercised the convertible option, resulting in 2,450,000 shares issued; at a price of $0.04 per share issued for $101,283 (including $116,974 in default interest).

The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of December 31, 2018 dividend yield of zero, 0 days term to maturity, risk free interest rate of 0% and annualized volatility of 0%, valued at $89,926. 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.

The remaining principal and interest balances as of December 31, 2018 were $49,775 and $14,257, respectively.

There was debt discount amortization of $27,874 on these notes during 2018, resulting in unamortized debt discount of $12,126 and net convertible notes - related party balance of $45,028 at December 31, 2018. Total accrued interest - related parties was $14,798 at December 31, 2018.

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Other Related Party Loans

The following are related party loans with original principal of $379,401 in the aggregate upon issuance during 2018 bear no interest, are due on demand, and are shown net of $18,874 in current year repayments:

Consultant Capital Group, Inc	$	114,528
D&D Capital, Inc		246,000
Total	$	360,528

The Company did not engage in any related party note activities during 2017.

NOTE 7: EQUITY

During January and July 2017, the Company issued 200,000 shares of common stock valued at $20,000 to an unrelated entity in exchange for consulting services performed for the Company.

In December 2017, the Company repurchased and immediately cancelled 1,285,000 shares of the Company's outstanding common shares for $71,670.

During the year ended December 31, 2017, the conversion options of the debt discussed in NOTE 5 were exercised. 2,387,789 shares of the Company’s common stock was issued for $32,827 in principal and $2,757 in accrued interest. During the period ended December 31, 2017, the Company’s shareholders contributed $65,405 to the business to be used in the Company’s normal operating activities. Also during 2017, $25,000 in contributed capital was returned to the CEO.

On January 4, 2018 Power Up cancelled a conversion of $2,340 or 156,000 shares of common stock.

On January 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,

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 convert $28,140 of the principal amount of the note dated May 30, 2017 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 $0.18. The shares were issued to convert $16,928 of the principal amount and $2,280 of accrued and unpaid interest of the Note dated as of May 30, 2017 to Power Up Lending Group Ltd.

On April 25, 2018 the Company issued 45,000 shares of common stock value at the conversion price of $0.08. 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.

On April 25, 2018 the Company issued 187,533 shares of common stock value at the conversion price of $0.08. The shares were issued to convert $14,140 of the principal amount of the Note dated as of September 27, 2017, to Power Up Lending Group Ltd.

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

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On July 6, 2018 the Company issued 1,715,961 shares of common stock at the conversion price of $0.04. The shares were issued to convert $59,200 of principal amount and $7,670 of interest, on the Note dated as of March 24, 2017, to Eagle Equities, LLC.

On July 7, 2018 the Company issued 10,000,000 common stock restricted shares, $ 0.0001 par value per share, converting 10,000 shares of the one million (1,000,000) Series A Preferred Stock.

On August 3, 2018 the Company issued 2,298,212 shares of common stock at the conversion price of $0.04. 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.

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

On September 12, 2018 the Company issued 812,000 shares of common stock at the conversion price of $0.06. 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 $0.04. 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 $0.05. 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 donated 500,000 of the Company restricted common stock to Triton Fund, at a cost basis per share of $0.24 based on the OTC Market closing Price of October 15, 2018, for total donation expense of $121,450.

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 December 31, 2018, the Company is aware of the $83,000 in contingent liabilities as per the lawsuit initiated against the Company disclosed in Subsequent Events, 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 few hundred machines in its facilities at 2 Flint Mine under individual service agreements with third-party machine owners.

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List of assets acquired and assigned value:

DATES

DESCRIPTION

TOTAL ACQ COST

NET VALUE

ACQUISITION

SERVICE

07/31/18

Pods

22,003

07/31/18

Real Estate 707 Flats Rd. - Land

50,588

07/31/18

Real Estate 707 Flats Rd. - Land

84,313

07/31/18

Improvements

79,650

07/09/18

07/31/18

Office Equipments & Furnitures

283

07/24/18

07/31/18

Vehicles

62,935

TOTAL:

299,770

NOTE 10: INCOME TAXES

The components of deferred taxes are as follows:

	December 31, 2018			December 31, 2017
Deferred income tax assets:
Operating loss carryforwards	$	(701,702	)	$	(228,702	)
Less: Valuation allowance		701,702			228,702
	$	—		$	—

The components of income tax benefit for the periods ended are as follows:

		December 31, 2018			December 31, 2017

Current tax benefit	$	(473,000	)	$	(102,260	)
Change in valuation allowance		473,000			102,260
Income tax provision	$	—		$	—

At December 31, 2018 and 2017, a valuation allowance was established for the entire amount of the net deferred tax asset as the realization of the deferred tax asset is dependent on future taxable income. The Company calculates the valuation allowance using a Federal Income rate of 21% and a State Income rate of 3.6%.

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As of December 31, 2018, the Company has not completed the accounting for the tax effects of enactment of the Act; however, as described below, it has made a reasonable estimate of the effects on existing deferred tax balances. These amounts are provisional and subject to change.

The Act also includes a requirement to pay a one-time transition tax on the cumulative value of earnings and profits that were previously not repatriated for U.S. income tax purposes. The Company has not made sufficient progress on the transition tax analysis to reasonably estimate the effects, and therefore, has not recorded provisional amounts. However, based on analysis to date the one-time transition tax is not expected to be material. No additional income taxes have been provided for any remaining undistributed foreign earnings not subject to the transition tax, or any additional outside basis difference inherent in these entities, as these amounts continue to be indefinitely reinvested in foreign operations.

At December 31, 2017, the Company had net operating loss carryforwards for tax purposes of $929,682 which will expire beginning in 2033, if not previously utilized.

The Company is subject to taxation in the United States and various state jurisdictions. As of December 31, 2018, the Company’s tax years for 2014, 2015, 2016 and 2017 are subject to examination by the tax authorities. With few exceptions, as of December 31, 2018, the Company is no longer subject to U.S. federal, state, local, or foreign examinations by tax authorities for years before 2013.

NOTE 11: SUBSEQUENT EVENTS AFTER DECEMBER 31, 2018

The Company has evaluated subsequent events that occurred through the date of the filing of the Company's 2018 Form 10-K and has determined there are subsequent events as the following:

Name Change

Lawsuits

Salcido Enterprises LLC, v Northway. Supreme Court of the State of New York, County of Greene, Case Index No. 18-01082, filed January 10, 2019. Case was dismissed against the Company by the court without prejudice.

Atlas Funding v Northway. The Company accrued a liability of $55,000 based on the Company’s attorney’s assessment. This lawsuit was filed due to default debt.

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Issuance of Common Stock and Preferred Series A Conversions

On January 28, 2019 the Company issued 60,000,000 shares of common stock to Mr. Dror Svorai, for conversion of 60,000 Preferred A Stock shares.

On February 1, 2019 the Company issued 3,000,000 to Mr. Gary Berlly,

On January 16, 2019 Firstfire Global Opportunities Fund, LLC, declare default in the amount of $100,000 and then sold all of its potentially dilutive convertible note in the amount of $310,000 to Back Nine Capital, LLC, Mr. Gary Berlly, One Investment Capital, Inc and Sign N Drive Auto Mall, Inc, and each of them purchased $52,500 of the updated value of the note. Between February 22 and February 23, 2019 each of the new holders converted $39,000 on each of their respective $52,500, into 3,000,000 shares of common stock at a value of $0.01300 per share, totaling then 12,000,000 shares of common stock at the above indicated value per share.

On January 22, 2019 Eagle Equities LLC, declare default in the amount of $32,107.68 and the note issued as of July 3, 2018 $100,000 and then sold all of its potentially dilutive convertible note included default and interest of $7,892.32 in the amount of $140,000 to M Svorai Investments, Inc, a related party. On February 2, 2019 M Svorai Investments, Inc, a related party, converted $140,000 in 5,162,242 shares of common stock at the value of $0.02712 per share.

On March 15, 2019 the Company issued 40,000,000 shares of common stock to Mr. Dror Svorai, for conversion of 40,000 Preferred A Stock shares.

On March 22, 2019 the Company issued 50,000,000 shares of common stock to Mr. Dror Svorai, for conversion of 50,000 Preferred A Stock shares.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Effective February 20, 2019, the “Company” engaged Heaton & Company, PLLC d/b/a Pinnacle Accountancy Group of Utah (“Pinnacle”) as the Independent Registered Public Accountant to audit the Company’s financial statements for the remainder of the fiscal year ending December 31, 2018. The decision to change accountants was approved by the Company’s Board of Directors. (The “Engagement”).

The Engagement of Pinnacle as the new Independent Registered Public Accountant for the Company was necessary due to the resignation on February 21, 2019 of Haynie & Company, the accountant which audited the Company’s financial statements for the fiscal year ended December 31, 2017, and which also had reviewed the Company’s previously filed quarterly reports on Form 10-Q for the periods ended March 31, 2018 and June 30, 2018. The audit report by Haynie & Company on the financial statements of the Company for the fiscal year ended December 31, 2017 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that the opinion was qualified for the ability of the Company to continue as a going concern.

During the Company's most recent fiscal year ended December 31, 2017, and the period from January 1 through June 30, 2018 (i) there were no disagreements with Haynie & Company on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to Haynie & Company satisfaction, would have caused Haynie & Company to make reference to the subject matter of the disagreement in connection with its reports and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

Haynie & Company’s resignation letter stated that their decision was based upon the lack of internal controls over financial reporting and management’s failure to provide complete and timely financial reporting, based upon the lack of qualified accounting personnel. The Company disputes their assessments. Haynie & Company and the Company at the time of their resignation were also involved in a dispute over fees billed to the Company by Haynie & Company. The Company accepted the resignation of Haynie & Company and engaged Pinnacle to complete the review of the Company’s quarterly report on Form 10-Q for the period ended September 30, 2018, to re-review the Company’s previously filed quarterly reports on Form 10-Q for the periods ended March 31, 2018 and June 30, 2018 to determine if amendments are required, and to audit the Company’s fiscal year-end results for 2018.

The Company provided Haynie & Company with a copy of the foregoing disclosures and requested from Haynie & Company a letter addressed to the Commission stating whether Haynie & Company agrees with the statements made by the Company in response to Item 304(a) of Regulation S-K and, if not, stating the respects in which it does not agree.

On March 5, 2019, the Company received a letter in response from Haynie & Company, wherein Haynie & Company states its disagreement with portions of the February 20, 2019 Form 8-K.

ITEM 9A. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS & 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.

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In connection with this annual report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Under the supervision of our Board of Directors, our Chief Executive Officer acting as our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2018 based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control - Integrated Framework (2013), our management concluded that our internal control over financial reporting was not effective as of December 31, 2018. Subject to the inherent limitations noted in this Part II, Item 9A(T) as of December 31, 2018, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting as discussed below. It is management’s responsibility to establish and maintain adequate internal control over financial reporting. We intend to expand our procedures and controls for the current fiscal year.

This annual report does not include an attestation report of our independent registered public accounting firm regarding our internal control over financial reporting. Management’s report on internal control over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC because we are neither an accelerated filer nor a larger accelerated filer.

We have implemented a framework used by management to evaluate the effectiveness of our internal control over financial reporting, which incorporates a quarterly review by our Board of Directors of the recording of transactions and whether questions of accuracy and authorization may arise as the accounting may be reviewed by our auditors.

Our Management’s assessment of the effectiveness of internal controls over financial reporting as of the end of the most recent fiscal year, including a statement as to whether or not internal control over financial reporting is effective is contained in the section immediately following this paragraph.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and

expenditures are being made only in accordance with authorizations of our management and directors; and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to

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the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management’s assessment of the effectiveness of the small business issuer’s internal control over financial reporting is as of the year ended December 31, 2018. We believe that internal control over financial reporting is not effective because of a lack of segregation of duties and because of the lack of a dedicated Chief Financial Officer. We have not identified any current material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Attestation Report of the Registered Public Accounting Firm.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the small business issuer's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The officers are elected by the board of directors at the first meeting after each annual meeting of our shareholders and hold office until their successors are duly elected and qualified under the Company’s bylaws.

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board. Directors receive no compensation for serving on the board of directors other than the reimbursement of reasonable expenses incurred in attending meetings. Officers are appointed by the board of directors and serve at the discretion of the board.

There are no other persons nominated or chosen to become directors or executive officers, nor do we have any employees other than above mentioned officers and directors. Currently, we do not have an employment agreement in place with our officers and directors, past or present, who have acted as consultants under oral agreements.

We do not, at present, have any employees other than the current officers and directors. We have not entered into any employment agreements, as we currently do not have any employees other than the current officer and director.

The following table sets forth the names and ages of officers and directors as of December 31, 2018. Our executive officers are elected annually by our Board of Directors. Our executive officers hold their offices until they resign, are removed by the Board, or his successor is elected and qualified.

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Departure of Officers and Directors

As a result of the change of control of the Company as reported on form 8-K filed with the SEC on August 1, 2018, Yaniv Nahon resigned as Vice President, Chief Operating Officer, Secretary, and a Director of the Company. the resignation of Yaniv Nahon was not the result of any disagreement with the policies, practices or procedures of the Company.

Identification of Directors and Executive Officers

As of the date of this report, the Company has only one Officer and Director.

Name		Age		Term Served		Title
Dror Svorai		50		Since August 1, 2018		President, Chief Executive Officer, Secretary and Treasurer and sole director

Officer and Director Biographical Information:

Dror Svorai is President, Chief Executive Officer, Secretary and Treasurer and sole director of Canna Corporation (formerly Mining Power Group, Inc.). From 2012 to 2018, Dror Svorai was the President, CEO and Treasurer of Vapor Group, Inc., which he co-founded in 2012 along with its subsidiaries, Total Vapor Inc., Vapor 123, Inc. and Vapor Products, Inc. In this capacity, he oversaw its day-to-to operations and managed their growth. In the ten years prior to 2012, Mr. Svorai has served in executive positions, including president and chief executive officer of several companies, and has maintained an ongoing involvement in several private real estate ventures. Before 2012, Mr. Svorai also was involved in investments in real estate, and was a business owner in the garment industry and the private jet industry. From 1997 until 2001, Mr. Svorai was the founder and chief executive officer of Ocean Drive of Orlando, Florida. From 1998 until 2003, Mr. Svorai was the founder and chief executive officer of Ocean Drive Fashion. From 2003 until 2006 Mr. Svorai was the founder and chief executive officer of the D & D Fashion Group Inc.

Committees of the Board of Directors

We do not have any committees managed under the direction of our board of directors.

EXECUTIVE COMMITTEE

We do not have an executive committee, at this time.

AUDIT COMMITTEE

We do not have an audit committee at this time.

Conflicts of Interest – General

Our directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other things, time, efforts and corporation opportunity, involved in participation with such other business entities. Each officer and director of our business is engaged in business activities outside of our business. The amount of time Dror Svorai devotes to our business is less than 40 hours per week.

CONFLICTS OF INTEREST - CORPORATE OPPORTUNITIES

Presently no requirement contained in our Articles of Incorporation, Bylaws, or minutes which requires officers and directors to disclose to our business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty us to disclose to it any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. We have no intention of

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merging with or acquiring an affiliate, associate person or business opportunity from any affiliate or any client of any such person, at this time.

Involvement in Legal Proceedings

No executive Officer or Director of our Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending.

No executive Officer or Director of our Company is the subject of any pending legal proceedings others than those lawsuits initiated against the Company.

No Executive Officer or Director of our Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director of any business.

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth the compensation paid to officers during the fiscal years ended December 31, 2018, 2017 and 2016. The table sets forth this information for the Company including salary, bonus, and certain other compensation to the named executive officers for the past three fiscal years.

Name & Position	Year	Contract Payments ($)	Bonus ($)	Stock awards	All Other Compensation ($)	Total ($)

Richard Davis, President/CEO, Director	2016				$ 91,896	$91,896
Richard Davis, President/CEO, Director	2017				75,520	$75,520

Dror Svorai, President/CEO, Director	2018				19,000	$19,000
Dror Svorai, President/CEO, Director

Ryan Lehman, CFO Northway Mining, LLC	2018				6,000	$ 6,000
Ryan Lehman, CFO Northway Mining, LLC

There are no current employment agreements between our Company and our executive officers or directors. Our executive officers and directors have the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, shares sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and a cash balances. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation. A total of $75,520 was expensed in the year ended December 31, 2017 for Officers Compensation and $25,000 for the same concept in the year ended December 31, 2018.

There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by our Company.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

None.

OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

None.

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CONSULTING AGREEMENTS WITH OFFICERS AND DIRECTORS

None.

DIRECTOR COMPENSATION

Our Directors are permitted to receive fixed fees and other compensation for their services as directors. Our Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our officers and directors are indemnified as provided by the Florida Revised Statutes and the bylaws.

Our directors and officers are indemnified as provided by the Florida corporate law and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information with respect to the beneficial ownership of our common shares as it relates to our named directors and executive officers, and each person known to us to be the beneficial owner of more than five percent (5%) of said securities, and all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock and options, warrants and convertible securities that are currently exercisable or convertible within 60 days of the date of this document into shares of our common stock are deemed to be outstanding and to be beneficially owned by the person holding the options, warrants or convertible securities for the purpose of computing the percentage ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

The information below is based on the number of shares of our preferred and common stock that we believe was beneficially owned by each person or entity as of December 31, 2018.

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Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Owner		Percent of Class
Common Shares	Dror Svorai, President, CEO & Director		47,000,000		13.43	%
Preferred A	Dror Svorai, President, CEO & Director		953,000		95	%

The address of the person listed above, unless otherwise indicated, is c/o 20200 Dixie Highway, Suite 906, Miami FL. 33180.

Rule 13d-3 under the Securities Exchange Act of 1934 governs the determination of beneficial ownership of securities. That rule provides that a beneficial owner of a security includes any person who directly or indirectly has or shares voting power and/or investment power with respect to such security. Rule 13d-3 also provides that a beneficial owner of a security includes any person who has the right to acquire beneficial ownership of such security within sixty days, including through the exercise of any option, warrant or conversion of a security. Any securities not outstanding which are subject to such options, warrants or conversion privileges are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person. Those securities are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

There were no grants of stock options since inception to December 31, 2018. We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

Our Board of Directors have not adopted a stock option plan. We have no plans to adopt one but may choose to do so in the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the “Committee”). The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. We may develop an incentive based stock option plan for our officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Other than the stock transactions discussed in section Transactions with Related Parties and Related Parties Loan above, we have not entered into any transaction nor is there any proposed transactions in which any of the founders, directors, executive officers, shareholders or any members of the immediate family of any of the foregoing had or is to have a direct or indirect material interest.

CONSULTING AGREEMENTS WITH OFFICERS AND DIRECTORS

None

We have no formal written employment agreement or other contracts with our current officers and there is no assurance that the services to be provided by them will be available for any specific length of time in the future. The amounts of compensation and other terms of any full-time employment arrangements would be determined, if and when, such arrangements become necessary.

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EQUITY ISSUANCES TO OFFICERS AND DIRECTORS

There were no equity issuances to our officers and/or directors for the year ended December 31, 2018, other than those discussed on Item 12 above.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The following table sets forth fees billed, or expected to be billed, to the Company by the Company’s independent auditors for the years ended December 31, 2018 and 2017, for (i) services rendered for the audit of the Company’s annual financial statements and the review of the Company’s quarterly financial statements; (ii) services rendered that are reasonably related to the performance of the audit or review of the Company’s financial statements that are not reported as Audit Fees; (iii) services rendered in connection with tax preparation, compliance, advice and assistance; and (iv) all other services:

	Pinnacle Accountancy Group of Utah		Haynie & Company
	2018 ⁽¹⁾		2018 ⁽¹⁾		2017
Audit fees	$	21,000	$	22,000	$	14,200
Audit related fees		—		—		—
Tax fees		—		—		—
Other fees		—		—		—
Total Fees	$	21,000	$	22,000	$	14,200

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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following exhibits are incorporated into this Form 10-K Annual Report:

Exhibit No.

Description


31.1		Certification of Chief Executive Officer and 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 Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
16		Letter dated March 5, 2019 to the Securities and Exchange Commission from Haynie & Company
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

ITEM 16. FORM 10-K SUMMARY.

Not applicable.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

		Canna Corporation (formerly Mining Power Group, Inc.)

Dated: June 17, 2019	By:	/s/ Dror Svorai
		Dror Svorai,
		Chief Executive Officer and Principal Executive Officer
		Chief Financial Officer and Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: June 17, 2019

DIRECTORS

_/s/ Dror Svorai________________________________

Dror Svorai, Sole Director,

Chief Executive Officer and Principal Executive Officer

Chief Financial Officer and Principal Accounting Officer

Mining Power Group, Inc.

(Formerly known as Rich Cigars, Inc.)

Notes to the Consolidated Financial Statements

For the Year Ended December 31, 2017 and 2016

discount to be amortized over the life of the convertible debt. 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 $3,086 and $0 at December 31, 2017 and 2016, respectively, and is included in accrued interest on the Balance Sheets.

On March 24, 2017, the Company entered into a potentially dilutive convertible advance with Eagle Equities LLC. The advance, with a face value of $75,000, bears interest at 8% per annum and is payable on March 24, 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. In the event the Company experiences a DTC Chill on its shares, the Conversion Price shall be decreased to 45% instead of 55% 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. The Company valued this conversion feature as of December 31, 2017 at $1,188,270 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 83 day term to maturity, risk free interest rate of 1.76% and annualized volatility of 63.54%. 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. During the period ended December 31, 2017, the convertible option of the debt was exercised, resulting in 947,100 shares issued for 15,800 in principal and $645 in accrued interest. Accrued interest related to this advance was $3,608 and $0 at December 31, 2017 and 2016, respectively, and is included in accrued interest on the Balance Sheets.

On May 30, 2017, the Company entered into a potentially dilutive convertible advance with Power Up Lending Group, LTD. The advance, with a face value of $38,000, bears interest at 12% per annum and is payable on March 5, 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 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 20 trading prior to which the Notice of Conversion is received. The conversion formula created an embedded derivative conversion feature. The Company valued this conversion feature as of December 31, 2017 at $553,851 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 150 day term to maturity, risk free interest rate of 1.76% and annualized volatility of 63.54%. 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. During 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. Accrued interest related to this advance was $2,610 and $0 at December 31, 2017 and 2016, respectively, and is included in accrued interest on the Balance Sheets.

On May 15, 2017, the Company entered into a potentially dilutive convertible advance with Kodiak Capital Group, LLC. The agreement provides that the Company may borrow up to $337,500. Borrowings under the line bear interest at 8% per annum and include a 10% issue discount. On May 15, 2017, drew against this debt facility. The net proceeds received after issuance costs and fees was $30,000. 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

Mining Power Group, Inc.

(Formerly known as Rich Cigars, Inc.)

Notes to the Consolidated Financial Statements

For the Year Ended December 31, 2017 and 2016

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. The conversion formula created an embedded derivative conversion feature. The Company valued this conversion feature as of December 31, 2017 at $680,625 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 135 day term to maturity, risk free interest rate of 1.76% and annualized volatility of 63.54%. 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. During the period ended December 31, 2017, the convertible option of the debt was exercised, resulting in 258,849 shares issued for $3,416 in principal. Accrued interest related to this advance was $1,890 and $0 at December 31, 2017 and 2016, respectively, and is included in accrued interest on the Balance Sheets.

On September 27, 2017, the Company entered into a potentially dilutive convertible advance with Power Up Lending Group, LLC. The advance, with a face value of $28,000, bears interest at 12% per annum and is payable on July 10, 2018. The note was issued at a 10% discount. The net proceeds received after issuance costs and fees was $25,000. 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 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. The Company valued this conversion feature as of December 31, 2017 at $353,071 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 192 day term to maturity, risk free interest rate of 1.76% and annualized volatility of 63.54%. 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. At December 31, 2017 and 2016, the convertible note was recorded at $963 and $0, respectively. Accrued interest related to this advance was $875 net of discounts of $27,125, and $0 at December 31, 2017 and 2016, respectively, and is included in accrued interest on the Balance Sheets.

At December 31, 2017 and 2016, the convertible notes payable were recorded at $30,040 and $0, net of discounts of $190,634 and $0, respectively.

NOTE 7 PROPERTY AND EQUIPMENT

Property and Equipment consists of the following:

	December 31, 2017			December 31, 2016
Furniture and Equipment	$	2,131		$	2,131
Less Accumulated Depreciation		(1,633	)		(1,207	)
Property and Equipment, net	$	498		$	924

For the years ended December 31, 2017 and 2016, the Company recorded Depreciation Expense of $426 and $426.

Mining Power Group, Inc.

(Formerly known as Rich Cigars, Inc.)

Notes to the Consolidated Financial Statements

For the Year Ended December 31, 2017 and 2016

NOTE 8 INTANGIBLE ASSETS

Intangible Assets consists of the following:

	December 31, 2016			December 31, 2016
Website Development Costs	$	8,500		$	8,500
Less Accumulated Amortization		(8,500	)		(1,700	)
Intangible Assets, net	$	—		$	6,800

In May 2014, the Company issued 85,000 shares for the development of the Company’s website, which is currently recorded in Website Development Costs. The website for the Company went live on January 1, 2016, and as a result the Company began depreciating the asset at that time. As of December 31, 2017, the Website is no longer being used by the Company, and as a result, is considered to be impaired. As a result, the Company fully amortized the asset. For the years ended December 31, 2017 and 2016, the Company recorded Amortization expense of $6,800 and $1,700, respectively.

NOTE 9 EQUITY

On January 1, 2017, the Company issued 100,000 shares of common stock valued at $10,000. The shares were issued to pay for consulting services performed for the Company. On July 23, 2017, the Company issued 100,000 shares of common stock valued at $10,000. The shares were issued to pay for consulting services performed for the Company.

On 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.

In December 2017, the Company repurchased 1,285,000 shares of the Company's outstanding common shares for $71,670. The shares have been cancelled and removed from the Company's reported Common Stock on the Balance Sheets.

During the year ended December 31, 2017, the conversion options of the debt were exercised. 2,387,789 shares of the Company’s common stock was issued for $32,827 in principal and $2,757 in accrued interest. Refer to Note 5.

During the period ended December 31, 2017, the Company’s shareholders have contributed $65,405 in the business to be used in the Company’s regular activities. During the period, $25,000 was returned to the CEO. Since inception, the Company’s shareholders have contributed $360,796 in the business to be used in the Company’s regular activities. As of December 31, 2017, the Company has used these proceeds on the Company’s operations and purchases.

Mining Power Group, Inc.

(Formerly known as Rich Cigars, Inc.)

Notes to the Consolidated Financial Statements

For the Year Ended December 31, 2017 and 2016

NOTE 10 TAXES

The components of deferred taxes are as follows:

	December 31, 2017			December 31, 2016
Deferred income tax assets:
Operating loss carryforwards	$	(228,702	)	$	(128,166	)
Less: Valuation allowance		228,702			128,166
	$	—		$	—

The components of income tax benefit for the periods ended are as follows:

	December 31, 2017			December 31, 2016
Current tax benefit	$	(102,260	)	$	(56,080	)
Change in valuation allowance		102,260			56,080
Income tax provision	$	—		$	—

At December 31, 2017 and 2016, a valuation allowance was established for the entire amount of the net deferred tax asset as the realization of the deferred tax asset is dependent on future taxable income. The Company calculates the valuation allowance using a Federal Income rate of 21% and a State Income rate of 3.6%.

The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. The Act reduces the US federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. As of December 31, 2017, the Company has not completed the accounting for the tax effects of enactment of the Act; however, as described below, it has made a reasonable estimate of the effects on existing deferred tax balances. These amounts are provisional and subject to change. The Act also includes a requirement to pay a one-time transition tax on the cumulative value of earnings and profits that were previously not repatriated for U.S. income tax purposes. The Company has not made sufficient progress on the transition tax analysis to reasonably estimate the effects, and therefore, has not recorded provisional amounts. However, based on analysis to date the one-time transition tax is not expected to be material. No additional income taxes have been provided for any remaining undistributed foreign earnings not subject to the transition tax, or any additional outside basis difference inherent in these entities, as these amounts continue to be indefinitely reinvested in foreign operations.

At December 31, 2017, the Company had net operating loss carryforwards for tax purposes of $929,682 which will expire beginning in 2033, if not previously utilized. The Company is subject to taxation in the United States and various state jurisdictions. As of December 31, 2017, the Company’s tax years for 2014, 2015, and 2016 are subject to examination by the tax authorities. With few exceptions, as of December 31, 2017, the Company is no longer subject to U.S. federal, state, local, or foreign examinations by tax authorities for years before 2013. Tax year 2014 was open as of December 31, 2017.

Mining Power Group, Inc.

(Formerly known as Rich Cigars, Inc.)

Notes to the Consolidated Financial Statements

For the Year Ended December 31, 2017 and 2016

NOTE 11 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 December 31, 2017, the Company is not aware of any contingent liabilities that should be reflected in the accompanying consolidated financial statements.

NOTE 12 SUBSEQUENT EVENTS

The Company has evaluated subsequent events that occurred through the date of the filing of the Company’s fiscal year 2017 Form 10-K.

Effective January 31, 2018, the Company completed the purchase of the intellectual property assets of Simple Cork, Inc., a Florida corporation, and wholly-owned subsidiary of Vapor Group, Inc. (the “Asset Purchase”). As a result, the Company assumed the responsibility for the development of “Simple Cork™” a new, multi-nationally patented combination wine bottle cork/opener (www.simplecork.com), which represents a faster and easier way to get a cork out of a bottle of wine without the use of a corkscrew (The “Purchase”). The Company is forming a subsidiary specifically to hold the assets purchased and to develop the Simple Cork™.

Prior to the closing of the Asset Purchase, which includes the French patent awarded in 2017 and patents pending in eight other countries including the United States, the Company on November 29, 2017 had obtained a copy of an independent CPA appraisal using the “relief-from-royalty method” of the estimated “fair value” of the intellectual property (“IP”) once in market. (The “Appraisal”) The valuation used in the Appraisal was performed in conformity with the “Statement of Standards for Valuation Services No. 1” of the American Institute of Certified Public Accountants (“AICPA”). The standard of value used was” fair value”, which per the Financial Accounting Standards Boards (“FASB”) is defined as “the price that would be received to sell as asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” AICPA also finds the definition of “fair market value” in Revenue Ruling 59-60 consistent with the definition of “fair value” as defined by FASB.

On February 7, 2017, the Company issued an 8-K on the Asset Purchase which contained, and to which was appended, additional information pertaining to the Appraisal and the Asset Purchase.

The Company is forming subsidiaries to invest in (1) the development and multinational marketing of the proprietary patent-protected Simple Cork™, and (2) the development of a unique cryptocurrency mining business for Bitcoin and other cryptocurrencies which will operate on a 24/7 basis

On February 22, 2018, the Company cancelled and unwound the corporate reorganization as published on form 8-K and filed with the Securities and Exchange Commission (“SEC”) on December 26, 2017, and filed amended and restated Articles of Incorporation with Colorado, wherein the total quantity of authorized shares of common stock of the Company is reduced to one hundred million (100,000,000) shares and the total quantity of authorized shares of preferred stock, designated in three series, is eleven million (11,000,000) shares.

On February 8, 2017, the Company converted 37,000 shares of its convertible preferred stock into 37,000,000 shares of restricted common stock.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

On December 19, 2017, the Company received a letter from Pritchett, Siler & Hardy, P.C. (“PSH”) resigning as the Company's independent registered public accounting firm due to their acquisition on December 12, 2017, by Haynie & Company CPAs

The audit reports of PSH on the consolidated financial statements of the Company for each of the two most recent fiscal years ended December 31, 2015 and December 31, 2016 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, other than as such concerns pertain the Company remaining a going concern.

During the Company's two most recent fiscal years ended December 31, 2015 and December 31, 2016 and during the subsequent interim period from January 1, 2016 through December 19, 2017, (i) there were no disagreements with PSH on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to PSH's satisfaction, would have caused PSH to make reference to the subject matter of the disagreement in connection with its reports and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

On December 19, 2017, the Board of Directors of the Company engaged Haynie & Company CPAs (“Haynie”), the successor firm to PSH, as the Company's independent registered public accounting firm for the year ending December 31, 2017.

ITEM 9A. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS & PROCEDURES

In connection with this annual report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Under the supervision of our Board of Directors, our Chief Executive Officer acting as our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2017 based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control - Integrated Framework (2013), our management concluded that our internal control over financial reporting was not effective as of December 31, 2017. Subject to the inherent limitations noted in this Part II, Item 9A(T) as of December 31, 2017, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting as discussed below. It is management’s responsibility to establish and maintain adequate internal control over financial reporting. We intend to expand our procedures and controls for the current fiscal year.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.

Management’s assessment of the effectiveness of the small business issuer’s internal control over financial reporting is as of the year ended December 31, 2017. We believe that internal control over financial reporting is not effective because of a lack of segregation of duties and because of the lack of a dedicated Chief Financial Officer. We have not identified any current material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations.

Attestation Report of the Registered Public Accounting Firm.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Item 9B. Other Information.

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth the names and ages of officers and directors as of December 31, 2017. Our executive officers are elected annually by our Board of Directors. Our executive officers hold their offices until they resign, are removed by the Board, or his successor is elected and qualified.

Departure of Officers and Directors

As a result of the change of control of the Company as reported on form 8-K filed with the SEC on November 27, 2017, effective 10 days following the mailing of the notice to shareholders on Schedule 14f-1 which occurred on December 11, 2017, Al Rushing resigned as Vice President, Chief Operating Officer, Secretary, and a Director of the Company and Michael Rushing resigned as Vice President of Sales and a Director of the Company. Neither resignation of Al and Michael Rushing was the result of any disagreement with the policies, practices or procedures of the Company.

Reginald Saunders had previously resigned as an officer and director of the Company on April 14, 2017. His resignation was not the result of any disagreement with the policies, practices or procedures of the Company.

Identification of Directors and Executive Officers

As of the date of this report, the Company has only one Officer and Director.

Name		Age		Term Served		Title
Richard Davis		34		Since Inception		Chief Executive Officer, President, Secretary and Treasurer, Director

Officer and Director Biographical Information:

Richard Davis, President and Director

Richard Davis, age 34, attended University of North Carolina from 2001 – 2005, where he studied Business Administration and Marketing. Richard Davis has been President and Director of MainStreet Ventures from 2009 – 2014. Richard Davis formerly controlled RichKeys Enterprises, LLC from November 2012 until September 2014. Richard Davis has worked since 2014 as a financial consultant. Richard Davis’ experience in business and marketing qualifies him for the position with our company. Richard Davis will spend approximately 40 hours per week on our company’s business.

Committees of the Board of Directors

We do not have any committees managed under the direction of our board of directors.

EXECUTIVE COMMITTEE

We do not have an executive committee, at this time.

AUDIT COMMITTEE

We do not have an audit committee at this time.

Conflicts of Interest – General

Our directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other things, time, efforts and corporation opportunity, involved in participation with such other business entities. Each officer and director of our business is engaged in business activities outside of our business. The amount of time Richard Davis devotes to our business is less than 40 hours per week.

CONFLICTS OF INTEREST - CORPORATE OPPORTUNITIES

Involvement in Legal Proceedings

No executive Officer or Director of our Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending.

No executive Officer or Director of our Company is the subject of any pending legal proceedings.

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth the compensation paid to officers during the fiscal years ended December 31, 2017, 2016 and 2015. The table sets forth this information for the Company including salary, bonus, and certain other compensation to the named executive officers for the past three fiscal years.

Name & Position	Year		Contract Payments ($)		Bonus ($)		Stock awards (1) (2)(3)(4)			Option awards ($)		Non-equity incentive plan compensation ($)		Non-qualified deferred compensation earnings ($)		All other compensation ($)		Total ($)
Richard Davis, President/CEO, Director		2015		0		0		(37,500	)		0		0		0	$	2,678	$	(1,072	)
		2016		0		0		0			0		0		0		91,896	$	91,896
		2017		0		0		0			0		0		0		75,520	$	75,520
Alfred Rushing, COO, V.P., Secretary & Director*		2015		0		0		(37,500	)		0		0		0		0	$	(3,750	)
		2016		0		0		0			0		0		0		0	$	0
		2017		0		0		0			0		0		0		0	$	0
Michael Rushing, V.P. of Sales & Director*		2015		0		0		0			0		0		0		0	$	0
		2016		0		0		0			0		0		0		0	$	0
		2017		0		0		0			0		0		0		0	$	0
Reginald Saunders, S.V.P. of Marketing and Entertainment & Director*		2015		7,500 (4)		0		75,000			0		0		0		0	$	7,500
		2016		0		0		0			0		0		0		0	$	0
		2017		0		0		0			0		0		0		0	$	0

*Former officer and director.

(1) Accrued consulting

(2) In exchange for accruals

(3) @ $0.10 per share

(4) Reginald Saunders was issued 75,000 shares of common stock, pursuant to his Marketing Services Agreement dated August 18, 2015. The shares were reallocated from Alfred Rushing and Richard Davis.

There are no current employment agreements between our Company and our executive officers or directors, other than the consulting agreement with Reginald Saunders, a former director during his time of service. Our executive officers and directors have agreed to work with minimal remuneration on a month-to-month consulting fee basis at $50 per hour. Our executive officers and directors have the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, shares sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and a cash balances. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount

of compensation. A total of $75,520 was expensed in the year ended December 31, 2017 for Officers Compensation.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

None.

OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

None.

CONSULTING AGREEMENTS WITH OFFICERS AND DIRECTORS

During 2017, we had an arrangement to pay consulting fees for services to the following officers/directors:

Richard Davis, CEO and Director: $50 per hour

Alfred Rushing, COO and Director: $50 per hour

Michael Rushing, Director: $50 per hour

Reginald Saunders, Director: contractual arrangement for shares of the Company’s Common Stock for marketing consulting (and not as a Director).

DIRECTOR COMPENSATION

The following table sets forth the compensation paid to officers and board members during the fiscal years ended December 31, 2017, 2016 and 2015. The table sets forth this information for our Company including salary, bonus, and certain other compensation to the Board members and named executive officers for the past three fiscal years.

(REMAINDER OF PAGE LEFT BLANK INTENTIONALLY)

Name		Fees earned or paid in cash ($)		Stock awards ($)		Option awards ($)		Non-equity incentive plan compensation ($)		Non-qualified deferred compensation earnings ($)		All other compensation ($)		Total ($)
	Richard Davis(1) 2015	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
	2016	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
	2017	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
	Alfred Rushing(1) 2015	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
	2016	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
	2017	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-

Michael Rushing (1) 2015	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
2016	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
2017	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
Reginald Saunders (1)(2) 2015	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
2016	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
2017	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-
Totals	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-

(1) Messrs. Davis, Rushing, Rushing, and Saunders received shares as compensation for services as officers as shown on the Officers Compensation Table, but none for services as directors.

(2) Reginald Saunders was appointed as an Officer and Director on October 1, 2015 and resigned April 14, 2017.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our officers and directors are indemnified as provided by the Florida Revised Statutes and the bylaws.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information below is based on the number of shares of our preferred and common stock that we believe was beneficially owned by each person or entity as of December 31, 2017.

Title of Class		Name of Beneficial Owner (1)	Amount and Nature of Beneficial Owner		Percent of Class (2)
	Common shares	Richard Davis, President, Chief Executive Officer & Director		-0-		-0-
	Common shares	Alfred Rushing, COO, Vice President, Secretary & Director		-0-		-0-
	Common shares	Michael Rushing, Vice President of Sales & Director		-0-		-0-
	Common shares	William Hicks, Jr.		250,000		6.94	%
	Preferred shares	Dror Svorai		125,000		100.0	%
	Common shares	All Directors and Executive Officers as a Group		-0-		-0-

(1) *The address of each person listed above, unless otherwise indicated, is c/o 5100 SW 103rd Street, Ocala, FL 34476.

(2) Based upon 3,915,769 shares issued and outstanding as of December 31, 2017 on a fully diluted basis.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

There were no grants of stock options since inception to December 31, 2017. We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Other than the stock transactions discussed below, we have not entered into any transaction nor is there any proposed transactions in which any of the founders, directors, executive officers, shareholders or any members of the immediate family of any of the foregoing had or is to have a direct or indirect material interest.

CONSULTING AGREEMENTS WITH OFFICERS AND DIRECTORS

Reginald Saunders, a former director of the Company, had been compensated with 75,000 shares of common stock in return for his consulting services. Copies of the consulting agreement can be found in our Amendment 1 to the S-1 filing dated March 31, 2016 found at www.sec.gov.

Other than described above, we have no formal written employment agreement or other contracts with our current officers and there is no assurance that the services to be provided by them will be available for any specific length of time in the future. The amounts of compensation and other terms of any full-time employment arrangements would be determined, if and when, such arrangements become necessary.

EQUITY ISSUANCES TO OFFICERS AND DIRECTORS

There were no equity issuances to our officers and/or directors for the year ended December 31, 2017.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

During the fiscal year ended December 31, 2017 we incurred approximately $14,200 in audit fees to our principal independent accountants, Haynie & Company, for professional services rendered in connection with the audit of consolidated financial statements for the fiscal year ended December 31, 2017 and review of the consolidated financial statements included in our quarterly reports on Form 10-Q. During the fiscal year ended December 31, 2016 we incurred approximately $12,000 in audit fees to our principal independent accountants, Pritchett, Siler & Hardy P.C., for professional services rendered in connection with the audit of consolidated financial statements for the fiscal year ended December 31, 2016 and review of the consolidated financial statements included in our quarterly reports on Form 10-Q.

During the fiscal years ended December 31, 2017 and 2016, we did not incur any other fees for professional services rendered by our principal independent accountants for all other non-audit services which may include, but not limited to, tax related services, actuarial services or valuation services.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

The following exhibits are incorporated into this Form 10-K Annual Report:

Exhibit No.		Description
31.1		Certification of Chief Executive Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934
31.1		Certification of 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 under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

	Mining Power Group, Inc.
Dated: April 24, 2018	By:	/s/ Richard Davis
		Richard Davis
		CEO and Director
		Principal Executive Officer Principal Financial Officer Principal Accounting Officer

Dated: April 24, 2018

DIRECTORS

/s/ Richard Davis

_____________________________________

Richard Davis, Director, Chief Executive Officer,

Principal Financial Officer, Principal Accounting Officer

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