UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549
FORM 10-Q
(Mark One)
[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018
For the quarterly period ended March 31, 2019
[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _____ to ______
For the transition period from _____ to _______________________________
Commission file number: 333-199452
MINING POWER. GROUP, INC.
CANNA CORPORATION
(Exact name of registrant as specified in its charter)
	Colorado		46-3289369
	(State of Incorporation)		(IRS Employer ID Number)
20200 Dixie Highway, Suite 906, Miami, FL 33180
(Address of principal executive offices)
(800) 304-2657
(Registrant's Telephone number)
(Registrant's telephone number, including area code)
18851 NE 29th Avenue, Suite 700, Aventura, FL 33180
_______________________________
(Former Address and phone of principal executive offices)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
	N/A	N/A	N/A
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.
Yes	[ ]			No	[x]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 for Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes	[x]			No	[ ]
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	[ ]

Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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]
(Do not check if a smaller reporting company)
		Emerging growth company	[x]
Emerging growth company	[ x]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

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

Yes

[_]

[x]

~~Indicate~~As ~~the~~of ~~number~~June of20, ~~share~~2019 ~~outstanding~~there ofwere ~~each~~226,965,896 shares of the ~~issuer'~~registrant’s ~~classes of~~ common stock, asissued ofand ~~the latest practicable date~~outstanding.

As of March 4, 2019, there were 136,965,896 shares of the registrant’s common stock issued and outstanding.

TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION		Page

Item 1	Condensed Consolidated Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets – March 31, 2019 and December 31, 2018 (Unaudited)	2
	Condensed Consolidated Statements of Operations – Three months ended March 31, 2019 and 2018 (Unaudited)	4
	Condensed Consolidated Statements of Changes in Shareholders’ Deficit - Three months ended March 31, 2019 and 2018 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows -Three months ended March 31, 2019 and 2018 (Unaudited)	6
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	7
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3	Quantitative and Qualitative Disclosures about Market Risk- Not Applicable	21
Item 4	Controls and Procedures	21

	PART II- OTHER INFORMATION
Item 1	Legal Proceedings	21
Item 1A	Risk Factors - Not Applicable	22
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3	Defaults on Senior Securities - Not Applicable	23
Item 4	Mine Safety Disclosure - Not Applicable	23
Item 5	Other Information - Not Applicable	24
Item 6	Exhibits	24
	Signatures	25

TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION		Page
Item 1	Condensed Consolidated Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets – September 30, 2018 and December 31, 2017 (Unaudited)	5
	Condensed Consolidated Statements of Operations – Three and Nine months ended September 30, 2018 and 2017 (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows -Nine months ended September 30, 2018 and 2017 (Unaudited)	8
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	10
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3	Quantitative and Qualitative Disclosures about Market Risk- Not Applicable	25
Item 4	Controls and Procedures	25
	PART II- OTHER INFORMATION
Item 1	Legal Proceeding	25
Item 1A	Risk Factors - Not Applicable	26
Item 2	Unregistered Sales of Equity. Securities and Use of Proceeds	26
Item 3	Defaults on Senior Securities - Not Applicable	26
Item 4	Mine Safety. Disclosure - Not Applicable	26
Item 5	Other Information	26
Item 6	Exhibits	27
	Signatures	28

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Table of Contents

Canna Corporation
Condensed Consolidated Balance Sheets (Unaudited)

	March 31, 2019		December 31, 2018

ASSETS
Current assets
Cash and cash equivalents	$	1,756	$	183,347
Other current assets		51		—
Total current assets		1,807		183,347

Other assets
Cryptocurrency		—		6,189
Property and equipment, net		1,483,830		1,408,490
Total other assets		1.483,830		1,414,679
Total assets	$	1,485,637	$	1,598,026

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	512,185	$	58,628
Checks drawn in excess of bank balance		9,166		27,793
Accrued expenses		5,080		5,080
Accrued interest		26,813		28,595
Accrued interest - related party		17,644		14,798
Payroll liabilities		7,519		7,707
Derivative liability		1,559,814		2,296,080
Convertible notes payable, net of discounts of $161,291 and $418,314		292,709		291,686

Convertible notes payable - related party, net of discounts of $0 and $12,126		57,154		45,028
Related party loans		416,024		360,528
Auto loans, current		8,239		9,933
Loans payable, net of discounts of $52,579 and $180,085		1,387,902		1,010,714

Deferred revenue		255,362		275,362

Total current liabilities		4,555,611		4,431,932

Table of Contents

Long-term liabilities
Auto loans, non-current		36,017			36,017
Total long-term liabilities		36,017			36,017
Total liabilities		4,591,628			4,467,949

Commitments and Contingencies
Contingent liabilities		83,000			83,000
Mezzanine Equity
Series A convertible preferred stock: $0.0001 par value: 1,000,000 shares authorized:803,000 and 953,000 shares issued and outstanding at March 31, 2019 and at December 31, 2018 respectively		105,300			120,300

Shareholders’ deficit
Preferred stock other designations: $0.0001 par value: 10,000,000 shares authorized: 0 shares issued and outstanding at March 31, 2019 and December 31, 2018		—			—

Common stock: $0.0001 par value: 350,000,000 shares authorized: 226,965,896 and 59,803,654 shares issued and outstanding at March 31, 2019 and December 31, 2018 respectively		22,696			5,980
Additional paid-in capital		2,713,159			1,131,837
Accumulated deficit		(5,302,562	)		(3,905,831	)
Total Canna Corporation shareholders' deficit		(2,566,707	)		(2,768,014	)
Non-controlling interest		(727,584	)		(305,209	)
Total shareholders’ deficit		(3,294,291	)		(3,073,223	)
Total liabilities and shareholders’ deficit	$	1,485,637		$	1,598,026

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

PART I – FINANCIAL INFORMATION Item 1. Financial Statements

Canna Corporation
Condensed Consolidated Statements of Operation (Unaudited)

	For the three months ended
	March 31, 2019			March 31, 2018

REVENUES	$	10,391		$	—
COST OF SALES		436,403			—
GROSS PROFIT		(426,012	)		—
General and administrative expenses		103,161			38,301
Depreciation expenses		28,465			—
Total operating expense		131,626			38,301
Loss from operations		(557,638	)		(38,301	)
OTHER INCOME (EXPENSES)
Interest expense and amortization of debt discount		(804,507	)		(280,784	)

Change in fair value of derivative liability		(418,664	)		4,172,029
Impairment loss on cryptocurrency		(6,189	)		—
Fixed assets write-off		—			(498	)
Gain (loss) on extinguishment of debt		(32,108	)		137,054

Total other income (expense)		(1,261,468	)		4,027,801

NET INCOME (LOSS)		(1,819,106	)		3,989,500

Less: Income (loss) attributable to non-controlling interest		(422,375	)		—

Net income (loss) attributable to Canna Corporation shareholders	$	(1,396,731	)	$	3,989,500
Net income (loss) per share applicable to common shareholders - basic	$	(0.01	)	$	0.16

Net income (loss) per share applicable to common shareholders - diluted	$	(0.01	)	$	0.00

Weighted average number of common shares outstanding - basic		124,136,135			24,817,133

Weighted average number of common shares outstanding - diluted		124,136,135			991,333,336

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

Mining Power Group, Inc.
Canna Corporation
Condensed Consolidated Balance Sheets
Condensed Consolidated Statements of Changes in Shareholders' Deficit (Unaudited)
(Unaudited)
	Common Stock
	September 30, 2018			December 31, 2017
	Shares			Amount			Additional Paid-in Capital			Accumulated Deficit			Non-Controlling Interest			Total Shareholders' Deficit
ASSETS
BALANCE, DECEMBER 31, 2017		3,915,769		$	392		$	605,615		$	(5,222,959	)	$	—		$	(4,616,952	)
Current assets
Cancellation of common shares		(156,000	)		(16	)		(2,324	)								(2,340	)
Cash and cash equivalents	$	235,843		$	—
Issuance of common shares for conversion of debt		265,902			27			47,320									47,347
Accounts receivable, net		38,890			—
Issuance of common shares for conversion of preferred stock		37,000,000			3,700												3,700
Prepaid expenses		12,200			4,500
Net income											3,989,500						3,989,500
Other assets - cryptocurrencies		239,016			—
BALANCE, March 31, 2018		41,025,671		$	4,103		$	650,611		$	(1,223,459	)	$	—		$	(578,745	)
Assets of discontinued operations		—			498
BALANCE, December 31, 2018		59,803,654		$	5,980		$	1,131,837		$	(3,905,831	)	$	(305,209	)	$	(3,073,223	)
Total current assets		525,949			4,998
Issuance of common shares for conversion of debt and resolution of derivative liabilities		17,162,242			1,716			1,581,322									1,583,038
PROPERTY & EQUIPMENT, NET		1,469,537			—
Issuance of common shares for conversion of preferred stock		150,000,000			15,000												15,000
Total assets		1,995,486		$	4,998
Net loss											(1,396,731	)		(422,375	)		(1,819,106	)
LIABILITES AND SHAREHOLDERS' EQUITY (DEFICIT)
BALANCE, March 31, 2019		226,965,896		$	22,696		$	2,713,159		$	(5,302,562	)	$	(727,584	)	$	(3,294,291	)
Current liabilities
Accounts payable	$	51,387		$	—
Accrued expenses		5,080			—
Accrued interest		27,755			11,917
Payroll liabilities		25,888			—
Derivative liability		1,862,832			4,454,993
Convertible notes payable, net of discounts of $615,110 and $190,634		94,890			30,040
Convertible notes payable - related party, net of discounts of $ 43,481 and $0		13,673			—
Related party loans		325,527			—
Auto loans, current portion		42,223			—
Loans payable		714,900			—
Deferred revenue		599,238			—
Total current liabilities		3,763,393			4,496,950
Long Term Liabilities
Auto loans, non-current portion		86,582			—
Total Long-Term Liabilities		86,582			—
Total liabilities		3,849,975			4,496,950

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

Commitments and Contingencies
Canna Corporation
Shareholders’ equity (deficit)
Condensed Consolidated Statements of Cash Flows
Series A Convertible Preferred stock: $0.0001 par value: 1,000,000 shares authorized: 953,000 and 1,000,000 shares issued and outstanding at September 30, 2018 and at December 31, 2017 respectively		95			100
(Unaudited)
Non-Controlling interest		(179,126	)		—
	Three Months Ended
Preferred stock other designations: $0.0001 par value: 10,000,000 shares authorized: 0 and 0 shares issued and outstanding at September 30, 2018 and December 31,2017 respectively		—			—
	March 31,
Common stock: $0.0001 par value: 100,000,000 shares authorized:59,303,654 and 3,915,769 shares issued and outstanding at September 30, 2018 and December 31, 2017 respectively		5,930			392
	2019			2018
Additional paid-in capital		1,130,642			730,515
CASH FLOWS FROM OPERATING ACTIVITIES:
Accumulated deficit		(2,812,030	)		(5,222,959	)
Net Income (Loss)	$	(1,819,106	)	$	3,989,500
Total shareholders’ equity (deficit)		(1,854,489	)		(4,491,952	)
Adjustment to reconcile net income (loss) to net cash used in operating activities:
Total liabilities and shareholders’ equity (deficit)	$	1,995,486		$	4,998
Write off of fixed assets		—			498
(Gain) loss on extinguishment of debt		32,108			(137,054	)
Amortization of debt discount		555,717			169,158
Change in fair value of derivative liability		418,664			(4,172,029	)
Depreciation and amortization expense		28,465			—
Impairment loss on cryptocurrency		6,189			—
Default penalty interest		239,833			—
Change in operating assets and liabilities:
Accounts payable and accrued expenses		453,557			—
Accrued interest		8,956			111,626
Payroll liabilities		(188	)		—
Deferred revenue		(20,000	)		—
Net cash used in operating activities		(95,805	)		(38,301	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition of fixed assets		(103,805	)		—
Net cash used in investing activities		(103,805	)		—
CASH FLOWS FROM FINANCING ACTIVITIES
Checks drawn in excess of bank balance		(18,628	)		—
Proceeds from loans payable		78,000			—
Repayment of loans payable		(65,505	)		—
Proceeds from related party loans		109,232			38,301
Repayment of related party loans		(83,386	)		—
Repayment of auto loans		(1,694	)		—
Net cash provided by financing activities		18,019			38,301
NET CHANGE IN CASH		(181,591	)		—
CASH, beginning of period		183,347			—
CASH, end of period	$	1,756		$	—
NON-CASH INVESTING AND FINANCING ACTIVITIES
Issuance of shares of common stock for conversion of debt	$	1,583,038		$	47,347
Issuance of shares of common stock for conversion of preferred stock	$	15,000		$	3,700
Cancellation of common shares	$	—		$	2,340
Derivative liabilities recognized as debt discounts	$	132,108		$	—
Loan payable paid by related party	$	—		$	29,600
SUPPLEMENTAL DISCLOSURES:
Cash paid for income taxes	$	—		$	—
Cash paid for interest	$	—		$	—

See accompanying notes to the unaudited condensed consolidated ~~unaudited~~ financial statements.

Table of Contents

Mining Power Group, Inc.
Condensed Consolidated Statements of Operation
(Unaudited)
	For the three months ended						For the nine months ended
	September 30, 2018			September 30, 2017			September 30, 2018			September 30, 2017
REVENUES	$	185,869		$	—		$	185,869		$	—
COST OF SALES		145,428			—			145,428			—
GROSS PROFIT		40,441			—			40,441			—
General and administrative expenses		484,085			—			538,033			—
Depreciation expense		7,734			—			7,734			—
Total operating expense		491,819			—			545,767			—
Loss from operations		(451,378	)		—			(505,326	)		—
OTHER INCOME (EXPENSES)
Interest expense and amortization of debt discount		(331,270	)		(19,012	)		(680,413	)		(27,278	)
Change in fair value of derivative liability		1,101,759			(370,306	)		8,398,544			(443,917	)
Beneficial conversion feature and derivative interest		(1,409,311	)		—			(5,091,530	)		—
Gain (loss) on cryptocurrency		(26,028	)		—			(26,028	)		—
Fixed asset write-off		—			—			(498	)		—
Gain on extinguishment of debt		—			—			137,054			—
Subscription receivable write-off		250			—			—			—
Total other income (expense)		(664,600	)		(389,318	)		2,737,129			(471,195	)
Income (Loss) from continuing operations		(1,115,978	)		(389,318	)		2,231,803			(471,195	)
Income (Loss) from discontinued operations		—			(46,977	)		—			(314,575	)
NET INCOME (LOSS)	$	(1,115,978	)	$	(436,295	)	$	2,231,803		$	(785,770	)
Less: Income (loss) attributable to non-controlling interest		(179,126	)		—			(179,126	)		—
Net income (loss) attributable to Mining Power shareholders	$	(936,852	)	$	(436,295	)	$	2,410,929		$	(785,770	)
Net income (loss) per share applicable to common stockholders - basic (continuing operations)	$	(0.02	)	$	(0.16	)	$	0.06		$	(0.17	)
Net income (loss) per share applicable to common stockholders - basic (discontinued operations)	$	0.00		$	(0.02	)	$	0.00		$	(0.12	)
Net income (loss) per share applicable to common stockholders - diluted (continuing operations)	$	(0.02	)	$	(0.16	)	$	0.06		$	(0.17	)
Net income (loss) per share applicable to common stockholders - diluted (discontinued operations)	$	(0.02	)	$	(0.02	)	$	0.00		$	(0.12	)
Weighted average number of common shares outstanding - basic		55,215,525			2,789,067			41,328,152			2,722,751
Weighted average number of common shares outstanding - diluted		1,1016,954,348			2,789,067			1,003,066,976			2,722,751

Canna Corporation

See accompanying notes to the condensed consolidated unaudited financial statements.

Table of Contents

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

Table of Contents

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for asset acquisitions		(633,567	)		—
Net cash used in investing activities - continuing operations		(633,567	)		—
Net cash used in investing activities - discontinued operations		—			—
Net cash used in investing activities		(633,567	)		—
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party loans		344,401			—
Repayment of related party loans		(18,874	)		—
Proceeds from convertible debt		676,500			192,500
Net cash provided by financing activities - continuing operations		1,002,027			192,500
Net cash provided by financing activities - discontinued operations		—			53,790
Net Cash provided by financing activities		1,002,027			246,290
NET CHANGE IN CASH		235,843			(4,260	)
Cash, beginning of period		—			4,260
Cash, end of period	$	235,843		$	—
NON-CASH INVESTING AND FINANCING ACTIVITIES
Issuance of shares of common stock for convertible debt	$	407,985		$	—
Issuance of shares of common stock for conversion of preferred stock	$	4,700		$	—
Cancellation of common shares	$	2,340		$	—
Loans issued to acquire fixed assets	$	843,705		$	—
Derivative liabilities recognized as debt discount	$	716,500		$	—
Replacement of convertible note to convertible note - related parties	$	74,084		$	—
SUPPLEMENTAL DISCLOSURES:
Cash paid for income taxes	$	—		$	—
Cash paid for interest	$	—		$	—

See accompanying notes to the condensed consolidated unaudited financial statements.

Table of Contents

Notes to the Condensed Consolidated Financial Statements

~~September~~March 3031, ~~2018 (Unaudited)~~2019

(Unaudited)

NOTE l: NATURE OF ORGANIZATION

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

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

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

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

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

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.

NOTE 2: GOING CONCERN

These ~~condensed~~ consolidated financial ~~statements~~ statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in in the normal course of business for the foreseeable future. As of ~~September~~March 3031, ~~2018~~2019, the Company ~~has~~had an accumulated deficit of $ 2$5,~~812~~302,~~030~~ 562 since inception. This raises substantial doubt about the Company's ability to continue as a going concern.

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

~~NOTE 3: DISCONTINUED OPERATIONS~~ 7

On November 27, 2017, the Company entered into a Subscription Agreement with Mr. Dror Svorai, the current CEO of the Company, for the purchase of 1,000,000 shares of restricted Series A Convertible Preferred Supermajority

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~~voting~~NOTE ~~stock.~~3: ~~Pursuant~~SUMMARY toOF ~~this agreement,~~SIGNIFICANT ~~the~~ACCOUNT ~~Company~~POLICIES announced a shift in the strategic focus by which the Company has recognized a cessation of it business operations of Rich Cigars in accordance with Accounting Standards Codification (ASC) 205-20 Discontinued Operations. As such, the historical results of the Company have been classified as discontinued operations. As of the year ended December 31, 2017, assets of discontinued operations consisted of property and equipment of $498. As of the period ended September 30, 2018 all property and equipment was written off.

Results of the discontinued operations for the nine months ended September 30, 2018 and 2017 are as follows:

	Three Months Ended September 30, 2018		Three Months Ended September 30, 2017			Nine Months Ended September 30, 2018		Nine Months Ended September 30, 2017
REVENUES	$	—	$	—		$	—	$	4,606
COST OF SALES		—		—			—		2,382
GROSS PROFIT		—		—			—		2,224
OPERATING EXPENSES
Amortization Expense		—		425			—		1,275
Depreciation Expenses		—		106			—		320
Marketing Expense		—		—			—		32,095
Other General and Administrative		—		46,446			—		283,109
Total operating income (expenses)		—		46,977			—		316,799
Income (loss) from operations	$	—	$	(46,977	)	$	—	$	(314,575	)

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

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NOTE 4: SUMMARY OF SIGNIFICANT ACCOUNT POLICIES

Principles of Consolidation

The accompanying consolidated financial statements ofinclude ~~Mining Power Group, Inc. (formerly Rich Cigars, Inc.) includes~~ the accounts of ~~Mining~~Canna ~~Power~~Corporation ~~Group~~ and its subsidiary Northway Mining, LLC, which is controlled and owned 55% by ~~Mining~~Canna ~~Power~~Corporation. ~~Group,~~All ~~Inc~~significant intercompany accounts and transactions have been eliminated in consolidation.

All of the equity interests in Northway Mining not held by the Company are reflected as non-controlling interests. In the consolidated statements of operations, we allocate net income (loss) attributable to non-controlling interests to arrive at net income (loss) attributable to the Company.

Reclassification

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. This change in classification does not materially affect previously reported cash flows from operations or from financing activities in the Statement of Cash Flows and had no effect on the previously reported Statement of Operations for any period. Currently, the Company presents the convertible Series A preferred stock as part of permanent equity instead of the mezzanine section of the balance sheet.

Basis of Presentation

The accompanying ~~financial~~consolidated ~~statements~~financial statements are condensed and have been prepared by the Company in accordance with Generally Accepted Accounting Principles ("GAAP") in the United States of America. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows have been made for the periods ended September 30, 2018 and 2017. Certain information and footnote disclosures normally included in financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Company ~~suggests~~has ~~these~~elected ~~condensed~~a ~~financial statements be read in conjunction with the~~ December 31, ~~2017~~fiscal ~~audited financial statements and notes thereto included in the Company's Form 10~~year-Kend. ~~The results of operations for the period ended September 30, 2018 are not necessarily indicative of the operating results for the full year.~~

Use of Estimates

The 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.

Carrying Value, Recoverability and Impairment of Long-Lived Assets

The Company’s long-lived assets, 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.

Cash and Cash Equivalents

The 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 $~~235~~1,~~843~~756 and $0183,347 atas ~~September~~of 30March 31, ~~2018~~2019 and December 31, ~~2017~~2018, respectively.

Accounts Receivable and Allowance for Doubtful Accounts

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

12Account 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. The Company had net $0 in accounts receivable at March 31, 2019 and December 31, 2018, respectively.

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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. The Company set up an allowance for doubtful accounts and recorded $57,246 as bad debt expense.

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 historical ~~loss~~cost less impairment in accordance with ASC 350 Intangibles - Goodwill and Other. AsDuring ofthe ~~September~~three ~~30,~~months ~~2018~~ended ~~and~~March ~~December~~ 31, ~~2017~~2019 and 2018, the ~~fair~~Company ~~value~~recorded ofimpairment ~~cryptocurrencies~~losses ~~was~~of $~~239~~6,~~016~~189 and $0, respectively, ~~which~~resulting ~~resulted~~ in ~~impairment~~cryptocurrency ~~loss~~balances of $~~26,028~~0 and $06,189 ~~for~~as ~~the~~of ~~nine~~March ~~months~~31, ~~ended~~2019 ~~September~~and 30December 31, 2018 ~~and 2017~~, respectively.

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Property and Equipment

Property and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized.

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.

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 the three months ended March 31, 2019 and 2018, the Company purchased $103,805 and $0, respectively, of fixed assets, wrote off $0 and $498, respectively, of fixed assets, and recorded $28,465 and $0, respectively, of depreciation expense, resulting in net fixed assets of $1,483,830 and $1,408,490 at March 31, 2019 and December 31, 2018, respectively, as follows:

Description	Total Acquisition Cost		Span of Life (years)		~~Depreciation~~Accum ~~Expense~~Dep December 31, 2018		Dep Exp 2019 Q1		Net Value March 31, 2019
Real Estate - Land	$	102,218		—	$	—
Computer Equipment	$	8,840		5	$	543	$	436	$	7,861
Real Estate - Building		982,682		39		424
Improvements		184,167		5		11,676		9,082		163,409
Improvements		171,382		5		2,907
Office Equipment & Furniture		2,399		5		90		118		2,191
Office Equipment & Furnitures		80,133		5		805
Pods		95,046		5		5,289		4,687		85,070
Computer Equipment		8,840		5		97
Real Estate - Land		102,218		—		—		—		102,218
Vehicles		132,016		5		3,501
Real Estate - Building		982,682		39		968		6,203		975,511
TOTAL:	$	1,477,271			$	7,734
Vehicle		56,435		5		4,731		2,783		48,921
Sub-Total		1,431,787				23,297		23,309		1,385,181
Assets Acquisitions 2019 Q1
Computer Equipment		150		5		—		44		106
Improvements		12,222		5		—		603		11,619
Office Equipment & Furniture		483		5		—		24		459
Pods		90,950		5		—		4,485		86,465
Total 2019 Q1		103,805				—		5,156		98,649
Grand Total	$	1,535,592			$	23,297	$	28,465	$	1,483,830

Deferred revenue

The Company recognizes revenue for subscription hosting service sales over the subscription period. ~~Deferred~~and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date~~, for which cash has already been received~~. As of ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018, the ~~amount~~balances of deferred revenue ~~was~~were $~~599~~255,~~238~~ 362 and $0275,362, respectively.

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Loans Payable

The Company within the acquisition of Northway Mining LLC in August 1, 2018, acquired also certain real estate and vehicles, the unpaid balances on the two properties are guaranteed by mortgages having basic payment terms and conditions as follows: 707 Flats Road payable after 180 days from August 15, 2018, no interest and 2 Flint Mine Road with a 12 months payment period, and a maturity date on September 1, 2019, 5% interest rate. The unpaid balances on vehicles are guaranteed with a lien 72 month maturity since August 24, 2018 and October 5, 2018 respectively. The amount of mortgages as of September 30, 2018 is $714,900 which is payable over a twelve month period. The debt on vehicles is deferred as follows: (a) $42,223 payable within a 12-month period following September 30, 2018 (current portion), and (b) $86,582 payable during 2020 through 2023 (non-current portion), as detailed in the following chart. These loans have a lien on the vehicles, and the interest rate for Community Bank is 5.79% and 1st Bank of Scotia is 7.29%.

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

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

Derivative Financial Instruments

Fair 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.

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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 September 30, 2018 and December 31, 2017, approximates the fair value due to their short-term nature.10

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

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

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

Lenders	September 30, 2018		December 31, 2017
Power Up Lending Group, Ltd	$	6,261	$	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	$	20,817	$	—
S&E Capital, Inc	$	117,050	$	—
Firstfire Global Opportunities Funds, LLC	$	390,009	$	—
Eagle Equities	$	1,328,695	$	1,188,270
Total	$	1,862,832	$	4,454,993

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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 March 31, 2019 and December 31, 2018, 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 March 31, 2019:

	Level 1		Level 2		Level 3		Total
Derivative Liability
December 31, 2018	$	—	$	—	$	2,296,080	$	2,296,080
March 31, 2019					$	1,559,814	$	1,559,814

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:

Derivative Liability Reconciliation	March 31, 2019			December 31, 2018
Balance beginning of the period	$	2,296,080		$	4,454,993
Derivative liability additions associated with convertible debt		1,958,416			5,840,449
Derivative liability reductions due to conversions or settlement of underlying debt		(2,276,018	)		560,945
Change in Fair Value		(418,664	)		(8,560,307	)
Ending Balance	$	1,559,814		$	2,296,080

Revenue Recognition

Effective January 1, 2018, the Company adopted the Financial Accounting Standards Board (“FASB”) standard update ASU 2014-09, “Revenue from Contracts with Customers,” (“Topic 606”) which provides a principles-based, five-step approach to to measure and recognize revenue from contracts with customers. Revenue is recognized when the following criteria are met:

● Identification of the 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 ~~obligations~~obligation.

The adoption of this guidance did not have a material impact on the Company’s consolidated ~~statement~~statements of operations, cash flows, ~~and~~shareholders’ equity (deficit), or balance ~~sheet~~sheets as of the adoption date ~~or for the nine months ended September 30, 2018 or 2017~~.

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

For the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019, all ~~agreements~~ met the above criteria, or in exceptional cases only, ~~our~~ 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.

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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.

Revenue is recognized in the month the service (mostly hosting) is provided. Deferred Revenues on the Company’s balance sheet reflects the part of invoiced services (mostly hosting) that will be provided after September 30, 2018 for which cash payments have been received.

Income Taxes

Deferred 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 determined using enacted tax rates expected to apply to taxable income in the years in which the assets and liabilities are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income tax expense in the period that includes the enactment date.

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 files income tax returns in the United States, New York and Florida ~~States~~, 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.

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.

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Earnings Per Share

Basic net income per common share ("Basic EPS'') excludes dilution and is computed by dividing net income by the 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.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018		2017
Numerator
Net income (loss) applicable to common shareholders	$	(936,853	)	$	(436,295	)	$	2,410,929	$	(785,770	)
Denominator
Weighted average common shares outstanding, basic		55,215,525			2,789,067			41,328,152		2,722,751
Convertible preferred stock		953,000,000			—			953,000,000		—
Convertible promissory notes		8,738,824			—			8,738,824		—
Weighted average common shares outstanding, diluted		1,016,954,348			2,789,067			1,003,066,976		2,722,751
Net Income per share - Basic	$	(0.02	)	$	(0.16	)	$	0.06	$	(0.29	)
Net Income per shares - Diluted	$	(0.02	)	$	(0.16	)	$	0.00	$	(0.29	)

NOTE 5: CONVERTIBLE NOTES PAYABLE

On July 3, 2018, the Company entered into a potentially dilutive convertible note with Eagle Equities LLC. The advance, with a face value of $100,000, bears interest at 8% per annum and is payable on July 3, 2019. The net proceeds received after issuance costs and fees was $96,500. 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 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, DTC Chill is a limitation of certain services available for a security on deposit at the Depository Trust Company (DTC). A chill is a restriction placed by DTC on one or more of DTC’s services, such as limiting a DTC participant’s ability to make a deposit or withdrawal of the security at DTC. A chill may remain imposed on a security for just a few days or for an extended period of time depending upon the reasons for the chill and whether the issuer or transfer agent corrects the problem. If the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance 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 using the Black Scholes valuation model with the following assumptions: (i) as of September 30, 2018: dividend yield of zero, 277 days term to maturity, risk free interest rate of 2.59% and

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annualized volatility of 431%, valued at $268,683 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.

	Three Months Ended March 31,
	2019			2018
Numerator
Net income (loss) applicable to common shareholders	$	(1,396,731	)	$	3,989,500

Denominator
Weighted average common shares outstanding, basic		124,136,135			24,817,133
Convertible preferred stock		803,000,000			963,000,000
Convertible promissory notes		16,971,487			3,516,203
Weighted average common shares outstanding, diluted		124,136,135			991,333,336
Net Income per share - Basic	$	(0.01	)	$	0.16
Income per shares - Diluted	$	(0.01	)	$	0.00

On NOTE ~~August~~4: ~~10,~~NOTES ~~2018,~~PAYABLE the Company entered into a potentially dilutive convertible note with Eagle Equities LLC. The advance, with a face value of $300,000, bears interest at 8% per annum and is payable on August 10, 2019. The net proceeds received after issuance costs and fees was $285,000. In 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 15 day trading period prior to which the Notice of Conversion is received. In the event the Company experiences a DTC Chill on its shares, the Conversion Price shall be decreased to 50% instead of 60% while that chill is in effect. If the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%. The conversion formula created an embedded derivative conversion feature.

~~The~~Convertible ~~Company~~Notes valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of September 30, 2018: dividend yield of zero, 314 days term to maturity, risk free interest rate of 2.59% and annualized volatility of 432%, valued at $795,326. 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.Payable

~~On August 10, 2018, the Company entered into a potentially dilutive convertible note with~~ Eagle Equities LLC. The advance, with a face value of $100,000, bears interest at 8% per annum and is payable on August 10, 2019. The net proceeds received after issuance costs and fees was $95,000. 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 15 day trading period prior to which the Notice of Conversion is received. In the event the Company experiences a DTC Chill on its shares, the Conversion Price shall be decreased to 50% instead of 60% while that chill is in effect. If the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%. The conversion formula created an embedded derivative conversion feature.

~~The~~During ~~Company~~2018, ~~valued~~the ~~this~~Company ~~conversion~~entered ~~feature~~into ~~using~~three notes with Eagle Equities LLC. The notes are convertible at the ~~Black~~holder’s ~~Scholes~~discretion ~~valuation~~into ~~model~~shares ~~with~~of the ~~following~~Company’s common ~~assumptions:~~stock ~~(i)~~based ason a conversion formula of ~~September~~60% ~~30,~~multiplied ~~2018:~~by ~~dividend~~the ~~yield~~lowest price of ~~zero,~~ ~~314~~the ~~days~~common ~~term~~shares tofor ~~maturity,~~the ~~risk~~15 ~~free~~day ~~interest~~trading ~~rate~~period prior to which the Notice of 2Conversion is received.~~59%~~ ~~and~~In ~~annualized~~the ~~volatility~~event the Company experiences a DTC Chill on its shares, the Conversion Price shall be decreased to 50% instead of ~~432~~60%, ~~valued~~while atthat ~~$264,686~~chill is in effect. ~~The~~In ~~value~~accordance with ASC 835-30-45, Interest, the Company ofrecords the ~~conversion~~fees, ~~feature~~costs, ~~was~~and ~~assigned~~original toissue discount as reduction of the ~~derivative~~carrying ~~liability~~amount of the debt and ~~created~~amortizes athe ~~loss~~balances over ~~and~~the life of the debt ~~discount~~instrument. If the Company fails to bemaintain ~~amortized~~the ~~over~~share reserve at the 4x discount of the note 60 days ~~life~~after the issuance of the ~~convertible~~note, ~~debt~~the conversion discount shall be increased by 10%. The conversion formula created an embedded derivative conversion feature for each note. The notes are summarized as follows:

On ~~September~~July 113, 2018, the Company ~~entered~~ entered into a ~~potentially dilutive~~ convertible note with ~~Firstfire~~Eagle ~~Global~~Equities ~~Opportunities Fund,~~ LLC. The ~~advance~~note, with a face value of $~~210~~100,000, bears interest at 58% per annum and is payable on July 113, ~~2018~~2019. The ~~note was issued at a $10,000 (“OID”) discount. The~~ net proceeds received after issuance costs and fees was $~~195~~96,~~000~~500. InOn ~~accordance~~January ~~with ASC 835-30-45~~22, ~~Interest~~2019, ~~the~~Eagle Equities ~~Company~~LLC ~~records~~declared ~~the~~a ~~fees,~~default ~~costs,~~of ~~and~~the ~~original~~convertible ~~issue~~note ~~discount~~payable asto ~~reduction~~them ofin the ~~carrying~~ amount of ~~the~~$32,108. ~~debt~~Also, ~~and~~on ~~amortizes~~January ~~the balances~~22, ~~over~~2019 ~~the~~Eagle ~~life~~Equities LLC ofsold ~~the~~all ~~debt~~of ~~instrument.~~its ~~Additionally,~~potentially ~~the~~dilutive convertible note isto ~~convertible~~M atSvorai ~~the~~Investment, ~~holder's~~Inc, ~~discretion~~a ~~into~~related ~~shares~~party, ~~of the~~included ~~Company's~~$7,600 ~~common~~in ~~stock~~accrued interest. ~~based~~On onFebruary a2, ~~conversion~~2019 ~~formula~~M ofSvorai ~~65%~~Investments, ~~multiplied~~Inc byexercised the ~~lowest~~convertible option, resulting in 5,162,242 shares issued; at a price of ~~the~~$0.02712 ~~common~~per ~~shares~~share issued for ~~the~~$132,108 ~~20 consecutive~~in ~~trading~~principal ~~days~~and ~~period~~$7,892 ~~immediately~~in ~~preceding~~interest accrued to the ~~Trading~~conversion ~~Day~~date. ~~that~~The ~~the~~remaining balance ~~Company~~principal ~~receives~~and ainterest ~~Notice~~as of ~~Conversion~~March 31, 2019 was $0. ~~The~~As ~~conversion formula~~of ~~created~~December an31, ~~embedded~~2018, ~~derivative~~principal ~~conversion~~and ~~feature~~interest balances were $100,000 and $9,104, respectively.

~~The~~On ~~Company~~August ~~valued~~10, ~~this~~2018, ~~conversion feature using~~ the ~~Black~~Company entered ~~Scholes~~into ~~valuation~~a ~~model~~convertible note with ~~the~~Eagle ~~following~~Equities ~~assumptions:~~LLC. ~~(i)~~The ~~as of September 30~~note, ~~2018:~~with ~~dividend~~a ~~yield~~face value of ~~zero,~~ ~~256 day term to maturity~~$300,000, ~~risk~~bears ~~free~~ interest ~~rate~~at ~~of 2.36~~8% per annum and ~~annualized~~is ~~volatility~~payable ofon ~~193%,~~August ~~valued at $390~~10,~~009~~ 2019. The ~~value of~~net ~~the~~proceeds ~~conversion~~received ~~feature~~after ~~was~~issuance ~~assigned~~costs ~~to the derivative liability~~ and ~~created~~fees awas ~~loss~~$285,000. ~~and~~Accrued ainterest ~~debt~~at ~~discount~~March 31, to2019 betotaled ~~amortized~~$5,918. ~~over the~~The ~~life~~Company ofvalued the ~~convertible debt.~~

1813

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~~NOTE~~related 6conversion feature using the Black Scholes valuation model with the following assumptions: ~~RELATED~~(i) ~~PARTY~~as ~~LOANS~~of March 31, 2019: dividend yield of zero, 131 days term to maturity, risk free interest rate of 2.40% and annualized volatility of 349%, valued at $902,425. 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 principal and interest balances as of March 31, 2019 were $300,000 and $ 18,031, respectively. As of December 31, 2018, principal and interest balances were $300,000 and $15,493, respectively

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. The principal and interest balances as of March 31, 2019 were $100,000 and $ 5,756, respectively. As of December 31, 2018, principal and interest balances were $100,000 and $4,839, respectively

The Company valued the related conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of March 31, 2019: dividend yield of zero, 131 days term to maturity, risk free interest rate of 2.40% and annualized volatility of 349%, valued at $300,087. 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. 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.

On January 16, 2019, Firstfire Global Opportunities Fund, LLC sold all of its potentially dilutive convertible note of $210,000 issued on September 11, 2018 to: (i) twenty five percent (25%) of its potentially dilutive convertible note to Back Nine Capital LLC, or $52,500; (ii) twenty five percent (25%) of its potentially dilutive convertible note to Gary Berlly, or $52,500; (iii) twenty five percent (25%) of its potentially dilutive convertible note to One Investment Capital, or $52,500 and (iv) twenty five percent (25%) of its potentially dilutive convertible note to Sig N Drive Auto Mall, Inc, or $52,500.

On January 22, 2019, Back Nine Capital, LLC exercised the convertible option, resulting in 3,000,000 shares issued; at a price of $0.0130 per share issued for $39,000 in principal. The remaining balance on the note as of March 31, 2019 was $13,500 and $159 in accrued interest. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of March 31, 2019: dividend yield of zero, 95 days term to maturity, risk free interest rate of 2.40% and annualized volatility of 333%, valued at $33,388. 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 January 23, 2019, Gary Berlly exercised the convertible option, resulting in 3,000,000 shares issued; at a price of $0.0130 per share issued for $39,000 in principal. The remaining balance on the note as of March 31, 2019 was $13,500 and $159 in accrued interest. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of March 31, 2019: dividend yield of zero, 95 days term to maturity, risk free interest rate of 2.40% and annualized volatility of 333%, valued at $33,388. 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 January 23, 2019, One Investment Capital, Inc exercised the convertible option, resulting in 3,000,000 shares issued; at a price of $0.0130 per share issued for $39,000 in principal. The remaining balance on the note as of March

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31, 2019 was $13,500 and $159 in accrued interest. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of March 31, 2019: dividend yield of zero, 95 days term to maturity, risk free interest rate of 2.40% and annualized volatility of 333%, valued at $33,388. 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 January 23, 2019, Sign N Drive Auto Mall, Inc exercised the convertible option, resulting in 3,000,000 shares issued; at a price of $0.0130 per share issued for $39,000 in principal. The remaining balance on the note as of March 31, 2019 was $13,500 and $159 in accrued interest. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of March 31, 2019: dividend yield of zero, 95 days term to maturity, risk free interest rate of 2.40% and annualized volatility of 333%, valued at $33,388. 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.

March 31, 2019 Convertible Notes Payable Summary

Lender	Principal		Interest		Unamortized Debt Discount			Net
Eagle Equities, LLC	$	400,000	$	23,787	$	(144,657	)	$	255,343
Power Up Lending, LTD				2,387					—
Back Nine Capital, LLC		13,500		160		(4,139	)		9,361
Gary Berly		13,500		160		(4,165	)		9,335
One Investment Capital, Inc		13,500		160		(4,165	)		9,335
Sign N Drive Auto Mall, Inc		13,500		160		(4,165	)		9,335
Notes Third Parties	$	454,000	$	26,814	$	(161,291	)	$	292,709

At December 31, 2018, the above loans had an aggregate outstanding principal balance of $710,000 and unamortized debt discount of $418,314, resulting in net principal of $291,686.

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 was $617,400 and $654,900 as of March 31, 2019, which is payable in September 2019.

The Company also has loan agreements with:

(i)

Ultegra Partner, based on an agreement executed as of December 20, 2018 and payable in weekly payments $11,583, last installment due on January 6, 2020, net proceeds of $339,500. This debt was settled as of February 22, 2019, which included a prospective payment schedule based on the future sale of certain assets.

(ii)

Atlas Advanced, based on an agreement executed as of December 10, 2018, payable in net proceeds of $67,450, payable in 90 daily payments of $1,216, last installment due on April 23, 2019. This debt was settled as of June 11, 2019 for one payment of $25,000.

(iii)

The 1^st Scotia Bank vehicle loan is deferred as follows: (a) within 12 month period: $8,239 (included in the balance sheet as Auto loan, current), and (b) thereafter: $36,017 (included in the balance sheet as Auto loan, non-current) in payments of $9,887 in each of the years 2020 through 2022, and $6,356 in

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the year 2023. The interest rate for 1^st Scotia Bank is 7.29%. This loan is not presented in the following chart, as there is no associated debt discount and it is presented separately in the balance sheet.

(iv)

Grand Capital based on agreement executed as of January 3, 2019, this loan was payable in 72 daily payments of $922 been the last installment due on June 11, 2019. This debt was settled as of May 2, 2019, refinancing the settled debt of $55,175 in monthly payments of $1,000 in May 2019, which was properly performed, and $2,000 from June 2019, which also was properly performed, until extinguishing the settled debt.

LENDER	LOAN AMOUNT		NET OF PROCEEDS		DEBT DISC. & ORIGIN. FEES			INT RATE			TERMS OF PAYMENT		NET BALANCE AS OF MARCH 31, 2019

Ultegra Financial Partners	$	648,945	$	339,500		—			84.98	%		Weekly-42 weeks	$	648,945
Atlas Advanced Funding		80,245		67,450		(30,055	)		332.38	%		Daily-90 days		50,190
707 Flats Road		134,900		—		—			—			180 days		134,900
Marsan Properties		520,000		—					5	%		12 months		520,000
Grand Capital		67,455		40,500		(22,524	)		429	%		Daily-73 days		33,867
	$	1,451,545			$	(52,579	)						$	1,387,902

The aggregate principal balance and unamortized debt discount on these loans totaled $1,423,919 and $180,085, respectively, at December 31, 2018. During the three months ended March 31, 2019 and 2018, the Company received, in aggregate, total proceeds of $78,000 and $0, respectively, and made repayments totaling $67,299 and $0, respectively.

NOTE 5: RELATED PARTY LOANS

Convertible Notes Payable

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 $~~392~~686 and $0541 at ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018, respectively~~, and is included in accrued interest on the condensed consolidated Balance Sheets~~. The Company valued this conversion feature using the Black Scholes valuation model ~~with~~; ~~the following assumptions: (i)~~ as of ~~September~~March 3031, ~~2018 dividend yield of zero~~2019, ~~179~~the ~~days~~note ~~term~~had toa ~~maturity,~~conversion ~~risk~~option ~~free interest rate of 2.36% and annualized volatility of 200%,~~ valued at $2033,~~817~~335. 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 balance as of March 31, 2019 is $ 7,379.

During the ~~nine~~three months ended ~~September~~March 3031, 2018, DKodiak 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&DE Capital, LLC, a related party to Mining Power Group Inc., reached an agreement with Kodiak Capital to purchase the note. As a result, the Company recognized a gain of $137,054. During 2018, S&E Capital, Inc., exercised the convertible option, resulting in 2,~~298~~450,~~212~~000 shares issued; at a price of $0.04134 per share issued for $95101,~~008~~283 in principal and $211,~~387~~497 in accrued interest. The Company valued this conversion feature using the Black Scholes valuation model; as of March 31, 2019, the note had a conversion option valued at $182,454. 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 balance as of March 31, 2019 is $ 49,775.

~~The remaining balance as of September 30, 2018 is $ 7,379.~~16

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 Mining Power Group Inc., reached an agreement with Kodiak Capital to purchase the note. As a result, the Company recognized a gain of $137,054.

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

The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of September 30, 2018 dividend yield of zero, 15 days term to maturity, risk free interest rate of 2.12% and annualized volatility of 183%, valued at $117,049. 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 balance as of September 30, 2018 was $49,775.

Other Related Party Loans

Other than the above convertible notes, the following are related party loans to fund operations that bear no interest and are due on demand:

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

NOTE 7: EQUITY

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 to 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. Conversion of all Series A preferred stock is dependent upon increasing the number of authorized shares to a quantity large enough to cover the conversion, therefore conversion isn’t triggered unless the Company increases its authorized shares to a quantity large enough to cover conversion.

On January 10, 2018 the Company issued 37,000,000 common stock restricted shares, $0.0001 par value per share,

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converting 37,000 shares of the one million (1,000,000) Series A Preferred Stock,

Lender	Principal		Interest		Net
D&D Capital, Inc	$	7,379	$	686	$	7,379
S&E Capital, LLC		49,775		16,958		49,775
Notes Related Parties	$	57,154	$	17,644	$	57,154

At December 31, 2018, the principal and unamortized debt discount on these loans totaled $57,154 and $12,126, respectively, resulting in net balance of $45,028.

Other Related Party Loans

The Company has non-interest bearing demand loans with various related parties. During the three months ended March 31, 2019 and 2018, the Company received $109,232 and $38,301, respectively, in proceeds from these loans, and made repayments of $83,386 and $0, respectively, resulting in principal balances of $416,024 and $360,528 as of March 31, 2019 and December 31, 2018, respectively.

NOTE 6: EQUITY

On January 4, 2018 Power Up cancelled a note 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.~~1753~~18. The shares were issued to convert $16,928 of the principal amount and $2,~~280~~279 of accrued and unpaid interest of the Note dated as of May 30, 2017 to Power Up Lending Group Ltd.

On ~~April~~January 2528, ~~2018~~2019 the Company ~~issued~~ 45issued 60,000,000 ~~shares of~~ common stock ~~value~~restricted atshares, ~~the conversion price of~~ $ 0.~~078.~~0001 ~~The~~par ~~shares~~value ~~were~~per ~~issued~~share, toconverting ~~convert $3~~60,~~510~~000 ofshares ~~the principal amount~~ of the ~~Note~~one ~~dated~~million ~~as of May 30~~(1, ~~2017~~000,000) Series toA ~~Power~~Preferred ~~Up Lending Group Ltd~~Stock.

On ~~April~~February 251, ~~2018~~2019 the Company ~~issued~~ ~~187~~issued 3,~~533~~000,000 shares of common stock ~~value~~ at the conversion price of $0.~~0754~~0130. The shares were issued to convert $1439,~~140~~000 of ~~the~~ principal amount, ofon the ~~Note~~note dated ~~as of~~ September 2711, ~~2017,~~2018 to ~~Power~~Gary ~~Up Lending Group Ltd~~Berlly.

On ~~May~~February 31, ~~2018~~2019 the Company ~~issued~~ 2issued 3,~~500~~000,000 shares of common stock at the conversion price of $$0.~~0001par~~0130. ~~value~~The shares were issued to ~~Shelby~~convert ~~White~~$39,000 ~~which~~of ~~were~~principal amount, ~~subsequently~~on ~~cancelled~~the innote ~~July~~dated September 11, 2018 to Back Nine Capital, LLC.

On ~~July~~February 61, ~~2018~~2019 the Company ~~issued~~ 1issued 3,~~715~~000,~~961~~000 shares of common stock at the conversion price of $$0.~~03897~~0130. The shares were issued to convert $5939,~~200~~000 of principal ~~amount~~ ~~and $7~~amount,~~761~~ ~~of interest,~~ on the ~~Note~~note dated asSeptember ~~of March 24~~11, ~~2017,~~2018 to ~~Eagle~~One ~~Equities~~Investment Capital, ~~LLC~~Inc.

On ~~July~~February 71, ~~2018~~2019 the Company ~~issued~~ 10issued 3,000,000 shares of common stock ~~restricted~~at ~~shares,~~the $conversion price of $$0.~~0001~~0130. ~~par~~The ~~value~~shares ~~per~~were ~~share,~~issued ~~converting~~to 10convert $39,000 ~~shares~~ of principal amount, on the ~~one~~note ~~million~~dated (1September 11,~~000,000) Series~~ A2018 ~~Preferred~~to ~~Stock~~Sing N Drive Auto Mall, Inc.

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

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 $0.04134. The shares were issued to convert $101,283 of principal amount, on the Note dated as of March 27, 2017, to S&E Capital, Inc.

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

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

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

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~~NOTE~~On 8:February ~~COMMITMENTS~~4, ~~AND~~2019 ~~CONTINGENCIES~~the Company issued 5,162,242 shares issued; at a price of $0.02712. The shares were issued to convert $132,108 in principal and $7,892 in interest, on the note dated July 3, 2018, to M Svorai Investments, Inc a related party.

~~During~~In ~~the~~connection ~~normal~~with ~~course of business,~~ the ~~Company~~above ~~may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the~~debt ~~case~~conversions occurring in ~~accordance~~February ~~with ASC 450-20-50~~2019, ~~Contingencies.~~derivative ~~The~~liabilities ~~Company~~totaling ~~evaluates its exposure to the matter~~$1, ~~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~~287,038 itwere ~~establishes the necessary accruals. As of September 30~~eliminated, ~~2018,~~with the ~~Company~~offset isrecorded ~~not aware of any~~as ~~contingent~~an ~~liabilities~~increase ~~that~~to ~~should~~additional ~~be reflected~~ paid-in ~~the accompanying consolidated financial statements~~capital.

~~NOTE~~On 9:March ~~ACQUISITION~~15, ~~NORTHWAY~~2019 ~~MINING~~the Company issued 40,000,000 ~~LLC~~common stock restricted shares, $ 0.0001 par value per share, converting 40,000 shares of the one million (1,000,000) Series A Preferred Stock.

On ~~August~~March 122, ~~2018,~~2019 the Company ~~entered~~issued ~~into an acquisition agreement (the “Acquisition Agreement”) to acquire the majority ownership interest of Northway Mining~~50, ~~LLC (“Northway”)~~000,000 acommon ~~New~~stock ~~York~~restricted ~~limited liability company~~shares, ~~located~~$ at0.0001 ~~707~~par ~~Flats~~value ~~Road,~~per ~~Athens~~share, ~~New~~converting ~~York.~~50,000 ~~Northway is~~shares aof ~~cryptomining~~the ~~data~~one ~~center~~million ~~hosting third-party owned and operated cryptomining machines within its 5000 square feet facility. It currently is hosting over~~ (1,~~100~~000,000) Series ~~machines~~A inPreferred ~~its facilities at Flats Road under individual service agreements with third-party machine owners~~Stock.

~~Pursuant~~NOTE to7: ~~the~~COMMITMENTS ~~Acquisition~~AND ~~Agreement~~CONTINGENCIES; the Company acquired fifty-five percent (55%) of the ownership units of Northway in return for an investment of $1,100,000 for the purposes of providing working capital and funds to Northway for improvements to, and expansion of, its facilities, and the purchase of 30-acres of flat land and buildings at its Athens, New York address owned by a third party per a separate “Agreement for Purchase of Property between Northway Mining, LLC and CSX4236 Motorcycle Salvage LLC” (the “Land Purchase Agreement”). (The “Acquisition”) Under the terms and conditions of the Acquisition, Northway has amended and restated its New York State limited liability company Operating Agreement, under which it is stated that it will maintain its current management.

~~NOTE~~During ~~10:~~the ~~SUBSEQUENT~~normal ~~EVENTS~~course ~~AFTER~~of business, ~~SEPTEMBER~~the 30Company 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 March 31, 2019 and December 31, 2018, the Company is aware of the $83,000 in contingent liabilities as per the lawsuit initiated against the Company disclosed hereto, that should be reflected in the accompanying consolidated financial statements.

~~The~~NOTE ~~Company~~8: ~~has~~SUBSEQUENT ~~evaluated~~EVENTS ~~subsequent~~AFTER ~~events~~MARCH ~~that~~31, ~~occurred~~2019 ~~through the date of the filing of the Company's third quarter 2018 Form 10-Q and has determined there are the following subsequent events requiring disclosure:~~

OnThe ~~October~~Company ~~16,~~has ~~2018,~~evaluated subsequent events that occurred through the ~~Company issued~~date ~~500,000~~these ~~shares~~financial ofstatements ~~restricted~~were ~~common~~issued ~~stock~~and ~~for~~has ~~$125,000~~determined ~~donated~~there toare ~~Triton~~subsequent ~~Funds~~events ~~LLC.~~as the following:

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

On ~~January~~April 244, 2019, the Company effected ~~issued~~a ~~60,000,000~~name ~~shares~~change ofin ~~its~~the ~~common~~State ~~stock~~of byColorado ~~converting~~from 60Mining Power Group,~~000~~ ~~Series~~Inc. Ato ~~Preferred~~“Canna Corporation” in ~~Stock~~preparation for ~~held~~a byrefocus ~~Dror~~of ~~Svorai~~its business plan. Similarly, anthe ~~individual~~name ~~and sole~~change ~~Director~~was ~~and~~filed ~~President~~in the State of Florida, where the Company’s headquarters are located.

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

OnAtlas ~~February~~Funding 4,v ~~2019,~~Northway. ~~the~~The Company ~~issued~~accrued ~~5,162,242~~a ~~restricted~~liability ~~shares~~ of ~~common~~$55,000 ~~stock~~based ~~valued~~on at the ~~conversion~~Company’s ~~price~~attorney’s ~~of $0~~assessment.~~02712.~~ ~~The~~This ~~shares~~lawsuit ~~were~~was ~~issued~~filed toon ~~convert~~February 2019 ~~$100,000~~due ofto ~~the~~default ~~principal~~debt. ~~amount~~The ~~and~~Company ~~$40,000 of accrued~~ and ~~unpaid~~Atlas ~~interest~~executed ~~and penalties~~ on ~~the~~settled ~~Note dated~~ as of ~~July~~June 311, ~~2018 to~~2019 ~~Eagle~~for ~~Equities,~~one ~~LLC,~~payment ~~which~~of ~~Note was purchased from~~$25,000.

21Northway 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.

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. The Company was never served, and searching on PACER (Public Access to Court Electronic Records) no results were obtained, therefore it is the Company’s understanding that such lawsuit doesn’t exist.

On May 2, 2019, the Company settled for $55,175 the lawsuit initiated by Grand Capital, in the amount of $75,225, by weekly payments of $1,000 beginning May 8, 2019 via two (2) debits of $500 and beginning July 8, 2019 weekly payments of $2,000 via four (4) debits of $500. After the first payment Grand Capital agrees to forebear from enforcing any UCC liens, judgment levies, and/or restraints on the Company account.

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

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

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

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

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

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

Going Concern

Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. As reflected in the accompanying financial ~~restated~~ statements, as of ~~September~~March 3031, ~~2018~~2019, we had an accumulated deficit totaling $25,~~812~~302,~~030~~562. This raises substantial doubts about our ability to continue as a going concern.

Plan of Operation

The Company was incorporated under the laws of the State of Florida on July 29, 2013. The Company was established to manufacture and distribute high-quality, hand rolled, premium cigars under the Rich Cigars brand name. Beginning onin ~~January~~December 12017, ~~2018~~ the Company wound down and discontinued its operations pertaining to the manufacture and distribution of cigars. Effective at the same date, the Company began the process of re-focusing its operations to become a holding company wherein its primary focus would be to own and operate subsidiary companies in the cryptocurrency business, principally companies either engaged in cryptocurrency mining directly, data center operations for cryptomining, or the development of proprietary products and services for the cryptocurrency business sector itself. ~~The Company is confident that it will be able to implement its new focus and strategy in the fourth quarter of 2018.~~

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

Results of Operations

Three Months Ended ~~September 30~~March 31, 2019 ~~2018~~ Compared to ~~September~~March 3031, ~~2017~~2018

For the three months ended ~~September~~March 3031, ~~2018~~2019, we had $~~185~~10,~~869~~391 in revenues and $~~145~~436,~~428~~403 in cost of goods sold compared to $0 and $0, respectively, for the same period one year earlier. For the three months ended ~~September~~March 3031, ~~2018~~2019, our total operating expenses were $ ~~491~~131,~~819~~626, as compared to $4638,~~977~~301 for the three months ended ~~September~~March 3031, ~~2017~~2018. For the three months ended ~~September~~March 3031, ~~2018~~2019, we incurred $~~484~~103,~~085~~161 for other general ~~and~~ and administrative expenses, compared to $4638,~~446~~301 of general administrative expenses for ~~discontinued operations for~~ the same period in ~~2017~~2018. ~~due~~The toincrease ~~change~~ in ~~control~~expenses was ~~and~~due ~~acquisition~~to the operations of Northway Mining LLC, and the fact that during the three months ended March 31, 2018 the Company had no similar operations.

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

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For the three months ended March 31, 2019, we had $804,507 in interest expense, which included $239,833 of default interest related to the Ultegra Settlement and Release Agreement and $555,717 of amortization of debt discount, compared to $280,784 for the same period one year earlier. For the three months ended ~~September~~March 3031, ~~2018~~2019, we had a loss of $~~250~~418,664 from the change in ~~subscription~~fair ~~receivable~~value ~~write~~of ~~off~~derivative liability, and a gain of $4,172,029 for the same period one year earlier. For the three months ended March 31, 2019 we had a $6,189 impairment loss on cryptocurrency compared to $0 as for the same period one year earlier. For the three months ended ~~September~~March 3031, ~~2018~~2019 we had a $2632,~~028~~ 108 loss on ~~cryptocurrency~~extinguishment of debt compared to a $0137,054 asgain for the same period one year earlier. For the three months ended ~~September 30~~March 31, ~~2018~~2019 we had a net loss of $~~936~~1,~~853~~819,106 compared to a net income of $~~436~~3,~~295~~ 989,500 for the same period one year earlier. The fluctuation in other income and expenses is primarily due to the incurrence of new debt with associated derivative liability and the change in the assumptions used to compute the derivative liability.

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

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

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

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2018~~2019, our cash ~~balance~~ balance was $~~235~~1,~~843~~756 as compared to $0183,347 at December 31, ~~2017~~2018. Our plan for satisfying our cash requirements for the next twelve ~~months~~ months is through the sale of shares of our common stock, third party financing, and/or traditional bank financing. We do not anticipate generating sufficient amounts of revenues to meet our working capital requirements. Consequently, we intend to make appropriate plans to ~~insure~~ensure sources of additional capital in the future to fund growth and expansion through additional equity or debt financing or credit facilities.

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

Operating Activities

During the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019, the Company used cash in the amount of $~~132~~98,~~617~~805 in operating activities, compared to $~~250~~38,~~550~~301 over the same period in 2018. ~~2017~~During the three months ended March 31, 2019, we incurred a net loss of $1,819,106, which was offset by a loss on extinguishment of debt of $32,108, amortization of debt discount of $555,717, a change in the fair market value of our derivative liability of $418,664, depreciation of $28,465, impairment loss on cryptocurrency of $6,189, default penalty interest of $239,833, and a net increase in operating liabilities of $442,325. Conversely, during the three months ended March 31, 2019, we incurred a net income of $3,989,500, which was offset by a $498 write-off of fixed assets, gain on extinguishment of debt of $137,054, amortization of debt discount of $169,158, change in the fair market value of our derivative liability of $4,172,029, and a net increase in operating liabilities of $111,626. The reason for the significant increase in our cash used for operations during the three months ended March 31, 2019 is due to the increased operations associated with our acquisition of a controlling interest in Northway Mining LLC, which had not yet occurred by March 31, 2018.

Investing Activities

During the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019, the Company used cash in the amount of $~~633~~103,~~567~~805 in investing activities, compared to $0 over the same period in ~~2017~~2018. ~~Acquisition~~The ofacquisitions ~~building~~were ~~and~~fixed ~~equipment~~assets ~~for~~acquired in January 2019, due to expectations regarding new customer base gains. No similar acquisitions were made during the ~~business~~three months ended March 31, 2018.

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operation of Northway Mining, LLC, required such investments.

Financing Activities

During the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019, $118,~~002,027~~019 in net cash was provided to the Company from its financing activities, compared to $~~246~~38,~~290~~301 over the same ~~period~~ period in ~~2017~~2018. During the three months ended March 31, 2019, we received proceeds of $187,232 from related and non-related party loans, and made repayments of $169,213. During the three months ended March 31, 2018, we received related party loan proceeds of $38,301, and did not make any loan repayments. Our financing activities decreased during the three months ended March 31, 2019 due to Northway Mining LLC’s lending restriction due to some of its debt going into default.

We intend to seek additional funding through public or private financings to fund our operations through fiscal ~~2018~~2019 and beyond. However, if we are unable to raise additional capital when required or on acceptable terms, or achieve cash flow positive operations, we may have to significantly delay product development and scale back operations both of which may affect our ability to continue as a going concern.

Off Balance Sheet Arrangements

None

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

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

Item 4. Controls and Procedures

Disclosure Controls and Procedures

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

Management has carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Due to the lack of personnel and outside directors, management acknowledges that there are deficiencies in these controls and procedures. Thus, the results of this evaluation determined that our disclosure controls and procedures, as well as our internal control over financial reporting, ~~was~~were ineffective as of ~~September~~March 3031, ~~2018~~2019.

Changes in Internal Control Over Financial Reporting

There were no changes, ~~other than the acquisition of Northway Mining, LLC,~~ in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended ~~September~~March 3031, ~~2018~~2019 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. The acquisition of a majority interest in Northway Mining, LLC, was supervised by Northway’s top officer, based on permanent overseen over all transactions to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes.

PART II-OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~Northway~~Salcido ~~Mining,~~Enterprises LLC ~~was served on September 17~~, ~~2018,~~v ~~in connection with a foreclosure action against CSX4236 Motorcycle Salvage LLC, initiated by Premier Properties,~~Northway. ~~Inc, in the~~ Supreme Court of the State of New York, County of Greene, Case Index No. 18-~~0825.~~01082, ~~The~~filed ~~Company’s~~January ~~positions~~10, is2019. ~~that~~Case ~~this~~was ~~action is~~dismissed ~~totally without merit under~~ against the ~~terms~~Company ofby the ~~purchase~~court ~~contract.~~without ~~As of the date of this filing, the litigation remains open~~prejudice.

25Atlas 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,

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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.

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.

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. On May 2, 2019 the Company settled for $55,175 the lawsuit initiated by Gran Capital, in the amount of $75,225, by weekly payments of $1,000 beginning May 8, 2019 via two (2) debits of $500 and beginning July 8, 2019 weekly payments of $2,000 via four (4) debits of $500. After the first payment Grand Capital agrees to forebear from enforcing any UCC liens, judgment levies, and/or restraints on the Company account.

ITEM 1A. RISK FACTORS

Not Applicable to Smaller Reporting Companies.

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

On February 8, 2018 the Company issued 37,000,000 common stock shares, $0,0001 par value per share converting 37,000 shares of the 1,000,000 Series A Preferred Stock, based on the Articles of Incorporation of Power Mining Group, Inc, filed with the State of Colorado.

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

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

On August 3, 2018 the Company issued 2,298,212 shares of common stock value at the conversion price of $0.04134. The shares were issued to convert $92,621 of principal, interest including penalty charge of the Note dated as of March 27, 2017, to D&D Capital, Inc.

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

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

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

On October 16, 2018 the Company issued 500,000 shares of common stock due to a signed a Registration Rights Agreement to Triton Funds LP, related to the Common Stock Purchase Agreement.

On January 28, 2019 the Company issued 60,000,000 common stock restricted shares, $0.0001 par value per share, converting 60,000 shares of the 963,000 Series A Preferred Stock, based on the Articles of Incorporation of Power Mining Group, Inc, filed with the State of Colorado.

On February 1, 2019 the Company issued 3,000,000 shares of common stock at the conversion price of $$0.0130. The shares were issued to convert $39,000 of principal amount, on the note dated September 11, 2018 to Gary Berlly.

On February 4, 2019 the Company issued 5,162,242 shares issued; at a price of $0.02712. The shares were issued to convert $132,108 in principal and $7,892 in interest, on the note dated July 3, 2018, to M Svorai Investments, Inc a related party.

On March 15, 2019 the Company issued 40,000,000 common stock restricted shares, $0.0001 par value per share, converting 40,000 shares of the 893,000 Series A Preferred Stock, based on the Articles of Incorporation of Power Mining Group, Inc, filed with the State of Colorado.

On March 22, 2019 the Company issued 50,000,000 common stock restricted shares, $0.0001 par value per share, converting 50,000 shares of the 853,000 Series A Preferred Stock, based on the Articles of Incorporation of Power Mining Group, Inc, filed with the State of Colorado.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

ITEM 4. MINE SAFETY DISCLOSURE

Not Applicable.

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ITEM 5. OTHER INFORMATION

Change In Officers and Directors.

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

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

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

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ITEM 6. EXHIBITS

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

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

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

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SIGNATURES

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

~~MINING~~CANNA ~~POWER GROUP, INC.~~CORPORATION

(Registrant)

Dated: ~~March~~June 1326, 2019

By:/s/ Dror Svorai

Dror Svorai

(Chief Executive Officer, Principal Executive

Officer, Acting Chief Financial Officer

and Principal Accounting Officer)

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