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 March 31, 2019
For the quarterly period ended June 30, 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
Commission file number: 000-55788
CANNA CORPORATION
(Exact name of registrant as specified in its charter)
Colorado	~~Colorado~~		46-3289369
(State of Incorporation)	~~(State of Incorporation)~~		(IRS Employer ID Number)
20200 Dixie Highway, Suite 906, Miami, FL 33180
8358 West Oakland Park Blvd., Suite 300, Sunrise, Florida 33323
(Address of principal executive offices)
(800) 304-2657
(954) 406-0750
(Registrant's telephone number, including area code)
(Registrant's Telephone number)
_______________________________
_________________________
(Former name, former address and former fiscal year, if changed since last report)
(Former Address and phone of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(b) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.
	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	[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, 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	[ x]	Smaller reporting company	[x]
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]

As of ~~June~~May 2014, ~~2019~~2020 there were ~~226~~239,~~965~~062,~~896~~949 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 Balance Sheets – June 30, 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 Operations – Three and six months ended June 30, 2019 and 2018 (Unaudited)	3
	Condensed Consolidated Statements of Changes in Shareholders’ Deficit - Three months ended March 31, 2019 and 2018 (Unaudited)	5
	Condensed Consolidated Statements of Changes in Shareholders’ Deficit – Six months ended June 30, 2019 and 2018 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows -Three months ended March 31, 2019 and 2018 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows -Six months ended June 30, 2019 and 2018 (Unaudited)	5
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	76
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	1921
Item 3	Quantitative and Qualitative Disclosures about Market Risk- Not Applicable	2123
Item 4	Controls and Procedures	2123
	PART II- OTHER INFORMATION
Item 1	Legal ~~Proceedings~~Proceeding	2124
Item 1A	Risk Factors - Not Applicable	2224
Item 2	Unregistered Sales of Equity. Securities and Use of Proceeds	2224
Item 3	Defaults on Senior Securities - Not Applicable	2325
Item 4	Mine Safety. Disclosure - Not Applicable	2325
Item 5	Other Information ~~- Not Applicable~~	2425
Item 6	Exhibits	2426
	Signatures	2527

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Table of Contents

Canna Corporation
Condensed Consolidated Balance Sheets (Unaudited)
Condensed Consolidated Balance Sheets
	March 31, 2019			December 31, 2018
(Unaudited)
	June 30, 2019			December 31, 2018
ASSETS
Current assets
Cash and cash equivalents	$	14,~~756~~439		$	~~183~~7,~~347~~034
Other current assets		51			—
Assets held-for-sale		1,455,047			1,590,992
Total current assets		1,~~807~~459,486			~~183~~1,~~347~~598,026
Other assets
Total assets	$	1,459,486		$	1,598,026
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
Current liabilities:
Accounts payable	$	512,185		$	58,628
Accrued interest	$	40,607		$	28,595
Checks drawn in excess of bank balance		9,166			27,793
Accrued interest - related party		18,783			14,798
Accrued expenses		5,080			5,080
Derivative liability		3,316,596			2,296,080
Accrued interest		26,813			28,595
Convertible notes payable, net of discounts of $266,197 and $418,314		502,885			291,686
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~~349,~~024~~254			~~360~~340,~~528~~527
Auto loans, current		8,239			9,933
Liabilities held-for-sale		2,345,861			1,534,235
Loans payable, net of discounts of $52,579 and $180,085		1,387,902			1,010,714
Total current liabilities		6,631,140			4,550,949
Deferred revenue		255,362			275,362
Total liabilities		6,631,140			4,550,949
Total current liabilities		4,555,611			4,431,932
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 June 30, 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 and 0 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively		—			—
Common stock: $0.0001 par value: 350,000,000 shares authorized:226,965,896 and 59,803,654 shares issued and outstanding at June 30, 2019 and December 31, 2018 respectively		22,696			5,980
Additional paid-in Capital		2,713,159			1,131,837
Accumulated deficit		(7,281,193	)		(3,905,831	)
Total Canna Corporation shareholders' deficit		(4,545,338	)		(2,768,014	)
Non-controlling interest		(731,616	)		(305,209	)
Total shareholders' deficit		(5,276,954	)		(3,073,223	)
Total liabilities and shareholders’ deficit	$	1,459,486		$	1,598,026

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

Long-term liabilities
Canna Corporation
Auto loans, non-current		36,017			36,017
Condensed Consolidated Statements of Operation
Total long-term liabilities		36,017			36,017
(Unaudited)
Total liabilities		4,591,628			4,467,949
	For the three months ended						For the six months ended
Commitments and Contingencies
	June 30,						June 30,
Contingent liabilities		83,000			83,000
	2019			2018			2019			2018
Mezzanine Equity
OPERATING EXPENSE
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
General and administrative expenses	$	116,756		$	15,648		$	136,317		$	53,948
Shareholders’ deficit
Total operating expense		116,756			15,648			136,317			53,948
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		—			—
Loss from operations		(116,756	)		(15,648	)		(136,317	)		(53,948	)
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
OTHER INCOME (EXPENSES)
Additional paid-in capital		2,713,159			1,131,837
Interest expense and amortization of debt discount		(431,982	)		(68,359	)		(1,059,113	)		(349,143	)
Accumulated deficit		(5,302,562	)		(3,905,831	)
Change in fair value of derivative liability		(1,145,795	)		(557,463	)		(1,460,364	)		3,614,566
Total Canna Corporation shareholders' deficit		(2,566,707	)		(2,768,014	)
Fixed assets write-off		—			—			—			(498	)
Non-controlling interest		(727,584	)		(305,209	)
Gain (loss) on extinguishment of debt		—			—			(198,403	)		137,054
Total shareholders’ deficit		(3,294,291	)		(3,073,223	)
Subscription receivable write-off		—			(250	)		—			(250	)
Total liabilities and shareholders’ deficit	$	1,485,637		$	1,598,026
Total other income (expense)		(1,577,777	)		(626,072	)		(2,717,880	)		3,401,729
Income (loss) from continuing operation		(1,694,533	)		(641,720	)		(2,854,197	)		3,347,781
Loss from discontinued operation		(8,962	)		—			(947,572	)		—
NET INCOME (LOSS)	$	(1,703,495	)	$	(641,720	)	$	(3,801,769	)	$	3,347,781
Less: loss attributable to non-controlling interest		(4,032	)		—			(426,407	)		—
Net income (loss) attributable to Canna Corporation shareholders		(1,699,463	)		(641,720	)		(3,375,362	)		3,347,781
Net income (loss) per share applicable to common stockholders - basic	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	0.10
Income (loss) from continuing operation per share applicable to common stockholders - basic	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	0.10
Loss from discontinued operation per share applicable to common stockholders - basic	$	(0.00	)	$	0.00		$	(0.00	)	$	0.00
Net income (loss) per share applicable to common stockholders - diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	0.00
Income (loss) from continuing operation per share applicable to common stockholders - diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	0.00
Loss from discontinued operation per share applicable to common stockholders - diluted	$	(0.00	)	$	0.00		$	(0.01	)	$	0.00
Weighted average number of common shares outstanding - basic		226,965,896			42,787,728			175,835,076			33,852,073
Weighted average number of common shares outstanding - diluted		226,965,896			42,787,728			175,835,076			1,000,914,420

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

Canna Corporation
Condensed Consolidated Statements of Operation (Unaudited)
Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit)
	For the three months ended
	Common Stock
	March 31, 2019			March 31, 2018
	Shares			Amount			Additional Paid in Capital			Accumulated Deficit			Non-Controlling Interest			Total Shareholders' Deficit
REVENUES	$	10,391		$	—
BALANCE, DECEMBER 21, 2017		3,915,769		$	392		$	605,615		$	(5,222,959	)	$	—		$	(4,616,952	)
COST OF SALES		436,403			—
Cancellation of common shares		(156,000	)		(16	)		(2,324	)								(2,340	)
GROSS PROFIT		(426,012	)		—
Issuance of common shares for conversion of debt		265,902			27			47,320									47,347
General and administrative expenses		103,161			38,301
Issuance of common shares for conversion of preferred stock		37,000,000			3,700												3,700
Depreciation expenses		28,465			—
Net income											3,989,500						3,989,500
Total operating expense		131,626			38,301
BALANCE, MARCH 31, 2018		41,025,671		$	4,103		$	650,611		$	(1,233,459	)	$	—		$	(578,745	)
Loss from operations		(557,638	)		(38,301	)
Issuance of common shares for conversion of debt		232,533			23			17,627									17,650
OTHER INCOME (EXPENSES)
Subscription receivable write-off		2,500,000			250												250
Interest expense and amortization of debt discount		(804,507	)		(280,784	)
Net loss											(641,720	)					(641,720	)
Change in fair value of derivative liability		(418,664	)		4,172,029
BALANCE, JUNE 30, 2018		43,758,204		$	4,376		$	668,238		$	(1,875,179	)	$	—		$	(1,202,565	)
Impairment loss on cryptocurrency		(6,189	)		—
BALANCE, December 31, 2018		59,803,654		$	5,980		$	1,131,837		$	(3,905,831	)	$	(305,209	)	$	(3,073,223	)
Fixed assets write-off		—			(498	)
Issuance of common shares for convertible debt and resolution of derivative liabilities		17,162,242			1,716			1,581,322									1,583,038
Gain (loss) on extinguishment of debt		(32,108	)		137,054
Issuance of common shares for preferred stock		150,000,000			15,000												15,000
Total other income (expense)		(1,261,468	)		4,027,801
Net loss											(1,675,899	)		(422,375	)		(2,098,274	)
NET INCOME (LOSS)		(1,819,106	)		3,989,500
BALANCE, March 31, 2019		226,965,896		$	22,696		$	2,713,159		$	(5,581,730	)	$	(727,584	)	$	(3,573,459	)
Less: Income (loss) attributable to non-controlling interest		(422,375	)		—
Net loss											(1,699,463	)		(4,032	)		(1,703,495	)
Net income (loss) attributable to Canna Corporation shareholders	$	(1,396,731	)	$	3,989,500
BALANCE, June 30, 2019		226,965,896		$	22,696		$	2,713,159		$	(7,281,193	)	$	(731,616	)	$	(5,276,954	)
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

Canna Corporation
Condensed Consolidated Statements of Changes in Shareholders' Deficit (Unaudited)
Condensed Consolidated Statements of Cash-Flows
	Common Stock
(Unaudited)
	Shares			Amount			Additional Paid-in Capital			Accumulated Deficit			Non-Controlling Interest			Total Shareholders' Deficit
	Six Month Ended
BALANCE, DECEMBER 31, 2017		3,915,769		$	392		$	605,615		$	(5,222,959	)	$	—		$	(4,616,952	)
	June 30,
Cancellation of common shares		(156,000	)		(16	)		(2,324	)								(2,340	)
	2019			2018
Issuance of common shares for conversion of debt		265,902			27			47,320									47,347
CASH FLOWS FROM OPERATING ACTIVITIES:
Issuance of common shares for conversion of preferred stock		37,000,000			3,700												3,700
Net income (loss)	$	(3,801,769	)	$	3,347,781
Net income											3,989,500						3,989,500
Loss from dicontinued operations		947,572			—
BALANCE, March 31, 2018		41,025,671		$	4,103		$	650,611		$	(1,223,459	)	$	—		$	(578,745	)
Loss from continuing operations		(2,854,197	)		3,347,781
BALANCE, December 31, 2018		59,803,654		$	5,980		$	1,131,837		$	(3,905,831	)	$	(305,209	)	$	(3,073,223	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Issuance of common shares for conversion of debt and resolution of derivative liabilities		17,162,242			1,716			1,581,322									1,583,038
Fixed assets written off		—			498
Issuance of common shares for conversion of preferred stock		150,000,000			15,000												15,000
(Gain) loss on extinguishment of debt		198,403			(137,054	)
Net loss											(1,396,731	)		(422,375	)		(1,819,106	)
Amortization of debt discount		1,011,433			216,472
BALANCE, March 31, 2019		226,965,896		$	22,696		$	2,713,159		$	(5,302,562	)	$	(727,584	)	$	(3,294,291	)
Change in fair value of derivative liability		1,460,364			(3,614,566	)
Subscription receivable write-off		—			250
Change in operating assets and liabilities:
Accrued interest		47,675			132,671
Net cash used in operating activities - continuing operations		(136,322	)		(53,948	)
Net cash used in operating activities - discontinued operations		(322,902	)		—
Net cash used in operating activities		(459,224	)		(53,948	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities - continuing operations		—			—
Net cash used in investing activities - discontinued operations		(103,805	)		—
Net cash used in investing activities		(103,805	)		—
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes payable		125,000			—
Proceeds from related party loans		28,727			54,401
Repayment of related party loans		(20,000	)		—
Net cash provided by financing activities - continuing operations		133,727			54,401
Net cash provided by financing activities - discontinued operations		250,394			—
Net cash provided by financing activities		384,121			54,401
NET CHANGE IN CASH		(178,908	)		453
Cash, beginning of period - continuing operation		7,034			—
Cash, beginning of period - discontinued operation		176,313			—
Cash, end of period - continuing operation	$	4,439		$	453
NON-CASH INVESTING AND FINANCING ACTIVITIES
Issuance of shares of common stock for conversion of debt	$	1,583,038		$	64,997
Issuance of shares of common stock for conversion of preferred stock	$	15,000		$	3,700
Derivative liabilities recognized as debt discounts	$	847,190		$	—
Cancellation of common shares	$	—		$	2,340
SUPPLEMENTAL DISCLOSURES:
Cash paid for income taxes	$	—		$	—
Cash paid for interest	$	—		$	—

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

Canna Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited)
	Three Months Ended
	March 31,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	(1,819,106	)	$	3,989,500
Adjustment to reconcile net income (loss) to net cash used in operating activities:
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 financial statements.

Table of Contents

Canna Corporation

Notes to the Condensed Consolidated Financial Statements

~~March~~June 3130, 2019

(Unaudited)

NOTE l: NATURE OF ORGANIZATION

Canna Corporation (the "Company") was initially a Florida Corporation incorporated on July 29, 2013, 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 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, 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, 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, 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 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. On February 21, 2018, the Company amended and restated the Articles of incorporation in order to change the Company's name to Mining Power Group, Inc.

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 consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the foreseeable future. As of ~~March~~June 3130, 2019, the Company ~~had~~has an accumulated deficit of $57,~~302~~281,~~562~~193 since inception. This raises substantial doubt about the Company's ability to continue as a going concern.

The extent of the impact of the coronavirus ("COVID-19") outbreak on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions, and the impact of COVID-19 on the overall economy, all of which are highly uncertain and cannot be predicted. If the overall economy is impacted for an extended period, the Company’s future operating results may be materially adversely affected.

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 consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3: DISCONTINUED OPERATIONS

As of June 30, 2019, the Company was under ongoing negotiation to transfer Northway Mining, LLC to a related party, who at the time of filing this 10Q was no longer a related party. Due to the foregoing, on July 1, 2019, the Company entered into certain Membership Interest Transfer Agreement and announced a change in the strategic focus by not continuing the cryptocurrency business unit.

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As a result of this shift, the Company has disclosed in the financials as Assets held-for-sale the amount of $1,455,047 and Liabilities held-for-sale in the amount of $ 2,345,861 reorganizing a cessation of its business operations for Northway Mining, LLC, in accordance with Accounting Standards Codification (ASC) 205-20, Discontinued Operations. As such, the historical results of Northway Mining, LLC, have been classified as discontinued operations. As of December 31, 2018, assets of discontinued operations consisted of property and equipment, cash and other assets, totals $1,590,992. As of December 31, 2018, liabilities of discontinued operations consisted of accounts payable and loans total $1,534,235.

Assets and liabilities held-for-sale as of June 30, 2019 and December 31,2018 consisted of the following:

	June 30,		December 31,
	2019		2018
Assets held-for-sale
Cash and cash equivalents	$	—	$	176,313
Cryptocurrency		—		6,189
Property and equipment, net		1,455,047		1,408,490
Total	$	1,455,047	$	1,590,992

Liabilities held-for-sale
Current liabilities:
Accounts payable	$	301,548	$	58,628
Checks drawn in excess of bank balance		9,139		27,793
Accrued expenses		5,080		5,080
Payroll liabilities		7,519		7,707
Related party loans		359,114		20,001
Auto loans		44,256		45,950
Loans payable - net of discounts $0 and $180,085		1,363,843		1,010,714
Deferred revenue		255,362		275,362
Contingent liability		—		83,000
Total	$	2,345,861	$	1,534,235

Results of the discontinued operations for the three months and six months ended June 30, 2019 and 2018 are:

	Three months ended					Six months ended
	June 30,					June 30,
	2019			2018		2019			2018
REVENUES	$	—		$	—	$	10,392		$	—
COST OF SALES		—			—		436,403			—
GROSS PROFIT		—			—		(426,011	)		—
General and administrative expenses		40,416			—		124,068			—
Depreciation expense		28,783			—		57,248			—
Total operating expense		69,199			—		181,316			—
Loss from operations		(69,199	)		—		(607,327	)		—
OTHER INCOME (EXPENSES)
Interest expense and amortization of debt discount		(83,667	)		—		(477,960	)		—
Impairment loss on cryptocurrency		—			—		(6,189	)		—
Gain on extinguishment of debt		143,904			—		143,904			—
Total other income (expense)		60,237			—		(340,245	)		—
Loss from discontinued operations	$	(8,962	)	$	—	$	(947,572	)	$	—

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~~NOTE~~The following 3:table ~~SUMMARY~~provides OFsupplemental ~~SIGNIFICANT ACCOUNT~~cash ~~POLICIES~~flow information related to discontinued operations:

	Six Month Ended
	June 30,
	2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss from discontinued operation	$	(947,572	)
Adjustments to reconcile loss from discontinued operation to net cash used in operating activities - discontinued operation:
Gain on extinguishment of debt		(143,904	)
Amortization of debt discount		207,040
Depreciation expense		57,248
Impairment loss on cryptocurrency		6,189
Default penalty interest		270,920
Change in operating assets and liabilities:
Accounts payable and accrued expenses		247,365
Payroll liability		(188	)
Deferred revenue		(20,000	)
Net cash used in operating activities - discontinued operations		(322,902	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for fixed assets acquisition		(103,805	)
Net cash used in investing activities - discontinued operations		(103,805	)

CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft		(18,654	)
Proceeds from notes payable		112,400
Repayment of notes payable		(65,506	)
Proceeds from related party loans		307,134
Repayment of related party loans		(83,286	)
Repayment of auto loan		(1,694	)
Net cash provided by financing activities - discontinued operations		250,394

NOTE 4: SUMMARY OF SIGNIFICANT ACCOUNT POLICIES

Principles of Consolidation

The accompanying consolidated financial statements ~~include the accounts~~ of Canna Corporation ~~and~~include its majority owned subsidiary Northway Mining, LLC~~, which is controlled and owned 55% by Canna Corporation~~. All significant intercompany accounts and transactions have been eliminated in consolidation.

The consolidated financial statements include the accounts of Canna Corporation and its subsidiary Northway Mining, LLC, which are controlled and owned 55% by Canna Corporation.

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.

Basis of Presentation

The accompanying ~~consolidated~~unaudited ~~financial~~consolidated financial statements ~~are condensed and~~ have been prepared ~~by the Company~~ in accordance with ~~Generally~~accounting ~~Accepted~~principles ~~Accounting~~generally ~~Principles~~accepted ~~("GAAP")~~ in the United States of America. for ~~The~~interim ~~Company~~financial ~~has~~statements ~~elected~~and awith ~~December~~the 31instructions ~~fiscal~~to ~~year~~Form 10-~~end~~Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2019 and the

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results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2019 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on June 17, 2019.

The Company has elected a December 31 fiscal year-end.

Use of Estimates

The preparation of consolidated financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") in the United States of America 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 $14,~~756~~439 and $183,347 as of ~~March~~June 3130, 2019 and December 31, 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.

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 ~~had~~has net $0 in accounts receivable at ~~March~~June 3130, 2019 and December 31, 2018~~, respectively~~.

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 cost less impairment in accordance with ASC 350 Intangibles - Goodwill and Other. During the ~~three~~six months ended ~~March~~June 3130, 2019 and 2018, the Company recorded impairment losses of $6,189 and $0, respectively, resulting in cryptocurrency balances of $0 and $6,189 as of ~~March~~June 3130, 2019 and December 31, 2018, 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~~six months ended ~~March~~June 3130, 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 $2857,~~465~~248 and $0, respectively, of depreciation expense, resulting in net fixed assets of $1,~~483~~455,~~830~~047 and $1,408,490 at ~~March~~June 3130, 2019 and December 31, 2018, respectively, which are reflected as assets held-for-sale and discontinued operations (Note 3) in the accompanying financial statements as follows:

Description	Total Acquisition Cost		Span of Life (years)		Accum Dep December 31, 2018		Dep Exp 2019 Q1		Net Value March 31, 2019
Computer Equipment	$	8,840		5	$	543	$	436	$	7,861
Improvements		184,167		5		11,676		9,082		163,409
Office Equipment & Furniture		2,399		5		90		118		2,191
Pods		95,046		5		5,289		4,687		85,070
Real Estate - Land		102,218		—		—		—		102,218
Real Estate - Building		982,682		39		968		6,203		975,511
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

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Description	Total Acquisition Cost		Span of Life (years)		Depreciation								Net Value June 30, 2019
					Accumulated as of December 31, 2018		Dep Exp 2019 Q1		Dep Exp 2019 Q2		Accumulated as of June 30, 2019

Computer Equipment	$	8,990		5		543		480		487	$	1,510	$	7,480
Improvements		196,390		5		11,676		9,685		9,793	$	31,154	$	165,236
Office Equipment & Furniture		2,882		5		90		142		144	$	376	$	2,506
Pods		185,996		5		5,289		9,172		9,274	$	23,735	$	162,261
Real Estate - Land		102,218		—		—		—		—	$	—	$	102,218
Real Estate - Building		982,682		39		968		6,203		6,272	$	13,443	$	969,239
Vehicle		56,435		5		4,731		2,783		2,814	$	10,328	$	46,107
Total	$	1,535,592			$	23,297	$	28,465	$	28,783	$	80,545	$	1,455,047

Deferred revenue

The Company recognizes revenue for subscription hosting service sales over the subscription period and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date. As of June 30, 2019 and December 31, 2018, the balances of deferred revenue were $255,362 and $275,362, respectively. The decreased amount is a result of $20,000 refunded to a customer. No services were performed to clients during the six months ended June 30, 2019 related to the deferred revenue, which is included in liabilities held-for-sale (Note 3).

Beneficial Conversion Feature

If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature ("BCF"). A BCF 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.

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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.

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).

10Our 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 June 30, 2019 and December 31, 2018, approximates the fair value due to their short-term nature.

~~Table~~Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of ~~Contents~~the following items as of December 31, 2018 and June 30, 2019:

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.

	Level 1		Level 2		Level 3		Total
Derivative Liability
December 31, 2018	$	—	$	—	$	2,296,080	$	2,296,080
June 30, 2019	$	—	$	—	$	3,316,596	$	3,316,596

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~~June 3130, 2019			December 31, 2018
Balance beginning of the period	$	2,296,080		$	4,454,993
Derivative liability additions associated with convertible debt		1847,~~958,416~~190			5,840,449
Derivative liability reductions due to conversions or settlement of underlying debt		(21,~~276~~287,~~018~~038	)		560,945
Change in Fair Value		~~(418~~1,~~664~~460,364	)		(8,560,307	)
Ending Balance	$	13,~~559~~316,~~814~~596		$	2,296,080

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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 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 obligation.

The adoption of this guidance did not have a material impact on the Company’s consolidated statements of operations, cash flows, shareholders’ equity (deficit), or balance sheets as of the adoption date.

The Company's ~~revenues~~did ~~have~~not ~~been~~generate any ~~generated~~revenues ~~primarily~~during ~~through~~the ~~hosting~~six ~~services~~months toended ~~third~~June ~~parties~~30, 2019. ~~The~~Revenues ~~terms~~generated ofduring ~~these~~the ~~agreements~~six ~~generally~~months ~~consist~~ended onJune a30, ~~deposit~~2018 ~~and~~totaled $10,392 ~~monthly~~and ~~billing~~were ~~cycles~~included ~~covering~~in ~~our~~net ~~services~~loss from discontinued operations in the accompanying statements of operations (Note 3).

For the three months ended March 31, 2019, all met the above criteria or in exceptional cases only involvement was to sell to some of the end users at pricing that is consistent with market transactions, thereby allowing for the recognition of revenue for the revenue on such transactions upon receipt.

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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.

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, 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.

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.

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	Three Months Ended March 31,
	Six Months Ended June 30
	2019			2018
Continuing Operations
Numerator
Net income (loss) applicable to common shareholders	$	(1,396,731	)	$	3,989,500
Net income (loss) from continuing operations, net of tax	$	(2,854,197	)	$	3,347,781
Denominator
Weighted average common shares outstanding, basic		~~124~~175,~~136~~835,~~135~~076			2433,~~817~~852,~~133~~073
Convertible preferred stock		~~803,000,000~~—			963,000,000
Convertible promissory notes		~~16,971,487~~—			34,~~516~~062,~~203~~347
Weighted average common shares outstanding, diluted		~~124~~175,~~136~~835,~~135~~076			~~991~~1,~~333~~000,~~336~~914,420
Net Income per share - Basic	$	(0.01	)	$	0.16
Basic EPS from continuing operations	$	(0.02	)	$	0.10
Income per shares - Diluted	$	(0.01	)	$	0.00
Diluted EPS from continuing operations	$	(0.02	)	$	0.00
Discontinued Operations
Numerator
Income (loss) from discountinued operations, net of tax		(947,572	)		—
Less: Income (loss) attributable to noncontrolling interest, net of tax		(426,407	)		—
Income (loss) available to common stockholders		(521,165	)		—
Denominator
Weighted average common shares outstanding, basic		175,835,076			33,852,073
Convertible preferred stock		—			963,000,000
Convertible promissory notes		—			4,062,347
Weighted average common shares outstanding, diluted		175,835,076			1,000,914,420
Basic EPS from discontinued operations	$	(0.00	)	$	0.00
Diluted EPS from discontinued operations	$	(0.00	)	$	0.00

~~NOTE~~For 4:the ~~NOTES~~three ~~PAYABLE~~and six months ended June 30, 2019 and three months ended June 30, 2018, the convertible instruments, consisting of 173,835,076 and 1,000,914,420 common shares into which our outstanding convertible preferred stock and convertible promissory notes, respectively, are convertible, are anti-dilutive and therefore, have been excluded from earnings (loss) per share.

NOTE 5: NOTES PAYABLE

Convertible Notes Payable

Power Up Lending Group, LTD

On May 30, 2017, the Company entered into a convertible advance with Power Up Lending Group, LTD. The advance, with a face value of $38,000, bore interest at 12% per annum and was payable on March 5, 2018. The note was issued at a 7% discount, resulting in net proceeds received after issuance costs and fees of $35,000. Additionally, the note was convertible at the holder's discretion into shares of the Company's common stock based on a conversion formula of 60% multiplied by the lowest price of the common shares for the 15 trading prior to which the Notice of Conversion was received. During the year ended December 31, 2018, the noteholder converted $50,858 of principal and interest into common stock, resulting in $0 and $2,387 in principal and interest as of June 30, 2019 and December 31, 2018, respectively. The value of the conversion feature was assigned to the derivative liability. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of June 30, 2019: dividend yield of zero, 0 days term to maturity, risk free interest rate of 0% and annualized volatility of 0%, valued at $9,252.

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Eagle Equities LLC

During 2018, the Company entered into three notes with Eagle Equities LLC. The notes are convertible at the holder’s discretion into shares of the Company’s common stock based on a conversion formula of 60% multiplied by the lowest price of the common shares for the 15 day trading period prior to which the Notice of Conversion is received. In the event the Company experiences a DTC Chill on its shares, the Conversion Price shall be decreased to 50% instead of 60% while that chill is in effect. In accordance with ASC 835-30-45, Interest, the Company records the fees, costs, and original issue discount as reduction of the carrying amount of the debt and amortizes the balances over the life of the debt instrument. If the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%. The conversion formula created an embedded derivative conversion feature for each note. The notes are summarized as follows:

On July 3, 2018, the Company entered into a convertible note with Eagle Equities LLC. The note, with a face value of $100,000, bears interest at 8% per annum and is payable on July 3, 2019. The net proceeds received after issuance costs and fees was $96,500. On January 22, 2019, Eagle Equities LLC declared a default of the convertible note payable to them resulting in ~~the~~fees ~~amount~~and ofpenalties equal to $32,108 due to the Company’s delinquent SEC filings. Also, on January 22, 2019 Eagle Equities LLC, sold all of its potentially dilutive convertible note to M Svorai Investment, Inc, a related party, included $7,600 in accrued interest. On February 2, 2019 M Svorai Investments, Inc exercised the convertible option, resulting in 5,162,242 shares issued; at a price of $0.02712 per share issued for $132,108 in principal and $7,892 in interest accrued to the conversion date. The remaining balance principal and interest as of ~~March~~June 3130, 2019 was $0. As of December 31, 2018, principal and interest balances were $100,000 and $97,~~104~~118, respectively.

On August 10, 2018, the Company entered into a convertible note with Eagle Equities LLC. The note, with a face value of $300,000, bears interest at 8% per annum and is payable on August 10, 2019. The net proceeds received after issuance costs and fees was $285,000. ~~Accrued~~On ~~interest~~March at14, ~~March~~2019 Eagle Equities LLC declared a default of the convertible note payable to them resulting in fees and 31penalties equal to $142,884 ~~2019~~due ~~totaled~~to the Company’s delinquent SEC filings, and in same date, sold all of its potentially dilutive convertible note to Back Nine Capital, LLC $5147,~~918~~628, to One Investment Capital, Inc $147,628 and to Sign N Drive Auto Mall, Inc $147,628. ~~The~~As ~~Company~~of ~~valued~~June 30, 2019 the following chart show the balances on principal and interest as of June 30, 2019:

Lender	June 30, 2019
	Principal		Interest
Back Nine Capital, LLC (Eagle 2)	$	147,628	$	7,859
One Investment Capital, Inc (Eagle 2)		147,628		7,859
Sign N Drive Auto Mall, Inc (Eagle 2)		147,628		7,859
Total:	$	442,884	$	23,577

On March 14, 2019, Back Nine Capital LLC, purchased one third of a potentially dilutive convertible note held by Eagle Equities, LLC, issued on August 10, 2018 with a face value of $300,000 and $142,884 as Default Charges, therefore Back Nine Capital, LLC, now held $147,628. The Company valued the related conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of June 30, 2019: dividend yield of zero, 41 days to maturity, risk free interest rate of 2.18% and annualized volatility of 348%, valued at $398,329. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to amortized over the life of the convertible debt. The principal and interest balances as of June 30, 2019 were $147,628 and $7,859 respectively.

On March 14, 2019, One Investment Capital, Inc, purchased one third of a potentially dilutive convertible note held by Eagle Equities, LLC, issued on August 10, 2018 with a face value of $300,000 and $142,884 as Default Charges, therefore One Investment Capital, Inc, now held $147,628. The Company valued the related conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of June 30, 2019: dividend yield of zero, 41 days to maturity, risk free interest rate of 2.18% and annualized volatility of 348%, valued at $398,329. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to amortized over the life of the convertible debt. The principal and interest balances as of June 30, 2019 were $147,628 and $7,859 respectively.

On March 14, 2019, Sign N Drive Auto Mall, Inc, purchased one third of a potentially dilutive convertible note held by Eagle Equities, LLC, issued on August 10, 2018 with a face value of $300,000 and $142,884 as Default Charges, therefore Sign N Drive Auto Mall, Inc, now held $147,628. The Company valued the related conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of June 30, 2019: dividend yield of zero, 41 days to maturity, risk free interest rate of 2.18% and annualized volatility of 348%, valued at $398,329. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to amortized over the life of the convertible debt. The principal and interest balances as of June 30, 2019 were $147,628 and $7,859 respectively.

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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 14, 2019 were $100,000 and $ 5,384, respectively. As of December 31, 2018, principal and interest balances were $100,000 and $3,784, respectively. On March 14, 2019 Eagle Equities LLC declared a default of the convertible note payable to them in the amount of $47,198 due to the Company’s SEC delinquent filings, and in same date Eagle Equities LLC, sold all of its potentially dilutive convertible note to Gary Berlly, an individual, included $47,198 in accrued interest and penalties. The Company valued the related conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of ~~March~~June 3130, 2019: dividend yield of zero, ~~131~~41 days term to maturity, risk free interest rate of 2.4018% and annualized volatility of ~~349~~348%, valued at $~~902~~397,~~425~~179. 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~~June 3130, 2019 were ~~$300,000 and $ 18,031, respectively. As of December 31, 2018,~~ ~~principal and interest balances were~~ $~~300~~147,~~000~~198 and $157,~~493,~~840 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~~June 11, ~~2018~~2019. 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~~June 3130, 2019 was $13,500 and $~~159~~766 in accrued interest. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of ~~March~~June 3130, 2019: dividend yield of zero, 0 95 days term to maturity, risk free interest rate of ~~2.40~~0% and annualized volatility of ~~333~~0%, valued at $3351,~~388~~040. 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~~June 3130, 2019 was $13,500 and $~~159~~766 in accrued interest. The Company valued this conversion ~~feature~~ feature using the Black Scholes valuation model with the following assumptions: (i) as of ~~March~~June 3130, 2019: dividend yield of zero, 95 ~~days~~0 days term to maturity, risk free interest rate of ~~2.40~~0% and annualized volatility of ~~333~~0%, valued at $3351,~~388~~040. The value of the ~~conversion~~ 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~~June 30, 2019 was $13,500 and $766 in accrued interest. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of June 30, 2019: dividend yield of zero, 0 days term to maturity, risk free interest rate of 0% and annualized volatility of 0%, valued at $51,040. 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.

14On 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 balance on the note as of June 30, 2019 was $13,500 and $766 in accrued interest. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of June 30, 2019: dividend yield of zero, 0 days term to maturity, risk free interest rate of 0% and annualized volatility of 0%, valued at $51,040. 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 April 9, 2019, the Company entered into a convertible note with Sign N Drive Auto Mall, Inc. The note, with a face value of $15,000, bears interest at 12% per annum and is payable on April 9, 2020, net of proceeds was $15,000. The conversion price (the "Conversion

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~~31,~~Price") ~~2019~~shall ~~was~~be ~~$13~~a sixty percent (60%) discount to the lowest closing bid price of the common stock of the Company during the thirty (30) trading days before the Conversion Date,~~500~~ ~~and~~as ~~$159~~reported inby OTC Markets or a comparable reporting agency. The conversion formula created an embedded derivative ~~accrued~~conversion ~~interest~~feature. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of ~~March~~June 3130, 2019: dividend yield of zero, 95284 days term to maturity, risk free interest rate of 21.4092% and annualized volatility of ~~333~~376%, valued at $33133,~~388~~720. 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 June 30, 2019 were $15,000 and $448 respectively.

On ~~January~~April 2326, 2019, the Company entered into a convertible note with Sign N Drive Auto Mall, Inc. ~~exercised~~The ~~the~~note, ~~convertible~~with ~~option,~~a ~~resulting~~face invalue 3of $100,000,~~000~~ ~~shares~~bears ~~issued;~~interest at a12% ~~price~~per annum and is payable on April 26, 2020, net of proceeds was $0100,000.~~0130~~ ~~per~~The ~~share~~conversion ~~issued~~price ~~for~~(the "Conversion Price") shall be ~~$39,000~~a insixty ~~principal.~~percent ~~The~~(60%) ~~remaining~~discount ~~balance~~to onthe lowest closing bid price of the ~~note~~common asstock of ~~March~~the ~~31,~~Company ~~2019~~during ~~was~~the ~~$13~~thirty (30) trading days before the Conversion Date,~~500~~ ~~and~~as ~~$159~~reported inby ~~accrued~~OTC ~~interest~~Markets or a comparable reporting agency. The ~~Company~~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 ~~March~~June 3130, 2019: dividend yield of zero, 95300 days term to maturity, risk free interest rate of 21.4092% and annualized volatility of ~~333~~368%, valued at $33892,~~388~~009. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to be amortized over the life of the convertible debt. The principal and interest balances as of June 30, 2019 were $100,000 and $2,992 respectively.

~~March~~On 31June 28, 2019, ~~Convertible~~the ~~Notes~~Company entered ~~Payable~~into ~~Summary~~a convertible note with Sunny Isles Capital, Inc. The note, with a face value of $10,000, bears interest at 12% per annum and is payable on June 28, 2020, net of proceeds was $10,000. The conversion price (the "Conversion Price") shall be a sixty percent (60%) discount to the lowest closing bid price of the common stock of the Company during the thirty (30) trading days before the Conversion Date, as reported by OTC Markets or a comparable reporting agency. The conversion formula created an embedded derivative conversion feature. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of June 30, 2019: dividend yield of zero, 364 days term to maturity, risk free interest rate of 1.92% and annualized volatility of 345%, valued at $89,450. 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 June 30, 2019 were $10,000 and $299 respectively.

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.

June 30, 2019 Convertible Notes Payable Summary - Third Parties
Lender	Principal		Interest		Unamortized debt discount			Net
Power Up Lending, LTD	$	—	$	2,387	$	—		$	2,387
Back Nine Capital, LLC		13,500		766		—			14,266
Gary Berlly		13,500		766		—			14,266
One Investment Capital, Inc		13,500		766		—			14,266
Sign N Drive Auto Mall, Inc		13,500		766		—			14,266
Gary Berlly(Eagle 3)		147,198		7,840		(40,504	)		114,534
Back Nine Capital, LLC (Eagle 2)		147,628		7,859		(40,623	)		114,864
One Investment Capital, Inc (Eagle 2)		147,628		7,859		(40,623	)		114,864
Sign N Drive Auto Mall, Inc (Eagle 2)		147,628		7,859		(40,623	)		116,864
Sign N Drive Auto Mall, Inc		15,000		449		(11,639	)		3,810
Sign N Drive Auto Mall, Inc		100,000		2,992		(82,240	)		20,752
Sunny Isles Capital, LLC		10,000		299		(9,945	)		354
Total	$	769,082	$	40,606	$	(226,197	)	$	545,493

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], all outstanding liabilities are held for sale included in (Note 3).

The total mortgage balance with 707 Flats Rd. and Marsan Properties as of December 31, 2018 was $617,400 and $~~654~~532,~~900~~487 as of ~~March~~June 3130, 2019, which is payable in ~~September~~December 2019 (no default terms).

~~The Company also has loan agreements with:~~16

(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 1st 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~~Company ~~for~~also ~~1st~~has ~~Scotia Bank is 7.29%. This~~ loan ~~is not presented in the following chart, as there is no associated debt~~agreements ~~discount and it is presented separately in the balance sheet.~~with:

(ivi) ~~Grand~~Ultegra ~~Capital~~Partner, based on an agreement executed as of ~~January~~December 320, ~~2019,~~2018 ~~this~~and ~~loan was~~ payable in 72weekly ~~daily~~ payments of $~~922~~11,583, ~~been the~~ last installment due on ~~June~~January 116, ~~2019~~2020, net proceeds of $339,500. This debt was settled as of ~~May~~February 222, 2019, ~~refinancing~~for ~~the~~no ~~settled~~gain ~~debt~~or ~~of $55~~loss,~~175~~ ~~in monthly payments of $1,000 in May 2019, which was properly performed,~~ and ~~$2,000~~included ~~from~~a ~~June~~prospective ~~2019,~~payment ~~which~~schedule ~~also~~based ~~was~~on ~~properly~~the ~~performed,~~future ~~until~~sale ~~extinguishing~~of ~~the~~certain ~~settled debt~~assets.

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

(ii)

Atlas Advanced, based on an agreement executed as of December 10, 2018, the Company received 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 (Note 9).

(iii) The ~~aggregate~~1st ~~principal~~Scotia ~~balance and~~Bank ~~unamortized~~vehicle ~~debt~~loan ~~discount~~is ondeferred ~~these~~as ~~loans~~follows: ~~totaled~~(a) ~~$1,423,919~~within ~~and~~12 ~~$180,085,~~month ~~respectively,~~period: ~~at December 31~~$8,239 ~~2018.~~(included ~~During~~in the ~~three months~~balance ~~ended~~sheet ~~March~~as 31Auto loan, ~~2019~~current), and ~~2018~~(b) thereafter: $36,017 (included in the ~~Company~~balance ~~received~~sheet as Auto loan, non-current) in ~~aggregate~~payments of $9,887 ~~total~~in ~~proceeds~~each of ~~$78~~the years 2020 through 2022,~~000~~ and $06,356 ~~respectively,~~in ~~and~~the ~~made repayments~~year ~~totaling~~2023. ~~$67,299~~The ~~and~~interest $0rate for 1st Scotia Bank is 7.29%. This loan is not presented in the following chart, ~~respectively~~as there is no associated debt discount.

~~NOTE~~(iv) 5:Grand ~~RELATED~~Capital ~~PARTY~~based ~~LOANS~~on an agreement executed as of January 3, 2019, this loan was payable in 72 daily payments of $922 with the last installment due on June 11, 2019. This debt was settled and refinanced on May 2, 2019, and the original note was replaced with a new note for $55,175, resulting in a gain of $1,216

At December 31, 2018, the aggregate principal balance and unamortized debt discount on these loans totaled $1,190,799 and $180,085, respectively, at December 31, 2018. During the six months ended June 30, 2019 and 2018, the Company received, in aggregate, total proceeds of $112,400 and $0, respectively. The principal balance as of June 30, 2019 was $1,363,843, and $0 in unamortized debt discount.

LENDER	LOAN AMOUNT		NET OF PROCEEDS		DEBT DISC. & ORIGIN. FEES		INT RATE			TERMS OF PAYMENT	BALANCE AS OF JUNE 30, 2019
Grand Capital Settlement		55,174		—		—		—		monthly	51,174
Ultegra - Settlement		680,000		—		—		—		Assets Sale	608,582
Marsan - Settlement		551,087		—		—		5	%	monthly	539,087
Marsan - Settlement - Escrow Taxes		34,400		—		—		—		monthly	30,100
707 Flats Rd. - Premier		134,900		—							134,900
	$	1,455,562	$	—	$	—					$1,363,843

NOTE 6: 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 $686 and $541 at March 31, 2019 and December 31, 2018, respectively.~~ The Company valued this conversion feature using the Black Scholes valuation model; as of ~~March~~June 3130, 2019, due to the note ~~had~~is in default there are no assumptions, therefore the note has a conversion option’s ~~valued~~value atof $3338,~~335~~072. 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~~June 3130, 2019 is $ 7,379. Accrued interest related to this note was $833 and $541 at June 30, 2019 and December 31, 2018, respectively

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 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; 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.

16The Company valued this conversion feature using the Black Scholes valuation model; as of June 30, 2019 due to the note is in default there are no assumptions, therefore the note has a conversion option’s value of $357,767. 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 June 30, 2019 was $ 49,775 and $17,950 in accrued interest.

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Lender	Principal		~~Interest~~Unamortized Debt Discount		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 June 30, 2019 and December 31, 2018, the principal ~~and~~ ~~unamortized~~amount ~~debt~~and ~~discount~~interest on these loans totaled $57,154 and $1218,~~126~~784, ~~respectively~~and $57,154 ~~resulting~~and ~~in net balance of~~ $4514,~~028~~798, respectively.

Other Related Party Loans

The Company has non-interest bearing demand loans with various related parties. During the ~~three~~six months ended ~~March~~June 3130, 2019 and 2018, the Company received $~~109~~335,~~232~~862 and $3854,~~301~~401, respectively, in proceeds from these loans, and made repayments of $83103,~~386~~286 and $0, respectively, resulting in principal balances of $~~416~~708,~~024~~ 367 and $360,528 as of ~~March~~June 3130, 2019 and December 31, 2018, respectively. As of June 30, 2019 $359,114 are included as Liabilities held for sale (Note 3)

NOTE 67: EQUITY

OnTransactions ~~January~~for 4,the ~~2018~~six ~~Power~~months Upended ~~cancelled a~~June ~~note conversion of $2~~30,~~340,~~ ~~or 156,000 shares of common stock.~~2018

On January 104, 2018, ~~the~~Power ~~Company~~Up cancelled ~~issued~~a ~~37,000,000~~conversion ~~common~~of ~~stock restricted shares,~~ $~~0.0001 par value per share~~2,340 ~~converting~~or 37156,000 shares of ~~the~~common ~~one million (1,000,000) Series A Preferred Stock,~~stock.

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

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

On March 6, 2018 the Company issued 109,569 shares of common stock valued at the conversion price of $0.18. The shares were issued to convert $16,928 of the principal amount and $2,~~279~~280 of accrued and unpaid interest of the Note dated as of May 30, 2017 to Power Up Lending Group Ltd.

On April 25, 2018 the Company issued 45,000 shares of common stock value at the conversion price of $0.08. The shares were issued to convert $3,510 of the principal amount of the Note dated as of May 30, 2017, to Power Up Lending Group Ltd.

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

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

Transactions for the six months ended June 30, 2019:

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 one million (1,000,000) Series A Preferred Stock.

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 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 Back Nine Capital, LLC.

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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.

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In connection with the above debt conversions occurring in February 2019, derivative liabilities totaling $1,287,038 were eliminated, with the offset recorded as an increase to additional paid-in capital.

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 one million (1,000,000) Series A Preferred Stock.

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 one million (1,000,000) Series A Preferred Stock.

NOTE 78: COMMITMENTS AND CONTINGENCIES;

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of ~~March~~June 3130, 2019 and December 31, 2018, the Company ishad ~~aware~~$0 ofand ~~the~~ $83,000 in contingent liabilities, asand ~~per~~ the ~~lawsuit~~below ~~initiated~~outstanding lawsuits against the Company ~~disclosed hereto, that should be reflected in the accompanying consolidated financial statements.~~:

~~NOTE~~As 8:of ~~SUBSEQUENT~~December ~~EVENTS~~31, ~~AFTER~~2018, the Company ~~MARCH~~recognized 31$83,000 in contingent liabilities, as per the lawsuit Atlas Funding vs. Northway Mining, which resulted in an initial judgment amount of $109,512, and Grand Capital vs. Northway Mining, which resulted in an initial judgment amount of $75,225, initiated against the Company. On May 2, 2019, the Company settled the lawsuit of Grand Capital vs. Northway Mining. Based on the settlement agreement, the Company issued a new note for $55,175 to replace the original note and made a commitment to make a weekly payment of $1,000 against the new note. On June 11, 2019, the Company settled the lawsuit of Atlas Funding vs. Northway Mining for one payment of $25,000. As a result of the settlement of both debts, the Company recognized a gain on settlement of $60,904 in addition to $83,000 due to the elimination of the contingent liability associated with the lawsuits. The total gain of $143,904 has been included in net loss from discontinued operations (Note 3).

~~The~~NOTE ~~Company~~9: ~~has~~SUBSEQUENT ~~evaluated~~EVENTS ~~subsequent~~AFTER ~~events~~JUNE ~~that~~30, ~~occurred~~2019 ~~through the date these financial statements were issued and has determined there are subsequent events as the following:~~

~~Name~~The ~~Change~~Company has evaluated subsequent events that occurred through the date these financial statements were issued and has determined there are subsequent events as follows:

OnAcquisition ~~April~~and ~~4, 2019, the Company effected~~Change ~~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.Control

~~Lawsuits~~On July 1, 2019 the Company sold any and all interest of Northway Mining, LLC to Dror Svorai, under common control and all its operations on behalf of Canna Corporation have been discontinued.

~~Atlas~~On ~~Funding~~January v16, ~~Northway.~~2020, ~~The~~ the Company entered into an agreement (the "Acquisition Agreement"), to acquire the majority ownership interest of Agra Nutraceuticals ~~accrued~~Corporation ("Agra"), a ~~liability~~Colorado corporation, having a registered business address of ~~$55~~67 SW 12th Ave,~~000~~ ~~based~~Ste on500, Deerfield Beach, Florida 33442. Pursuant to the Acquisition Agreement the Company’s ~~attorney’s~~will ~~assessment~~acquire 77.5% ~~This~~of ~~lawsuit~~the ~~was~~issued ~~filed~~and onoutstanding ~~February 2019~~shares ~~due~~of common stock of Agra to ~~default~~be ~~debt~~transferred from the majority shareholder of Agra, SBS Eco Trust. ~~The~~In consideration for the acquisition of the Agra shares, Dror Svorai, the Company's majority shareholder, President, CEO and ~~Atlas~~sole ~~executed~~officer onand ~~settled~~director, astransferred his 803,000 shares of ~~June~~the ~~11,~~Company’s ~~2019~~Series ~~for~~A ~~one~~Preferred ~~payment~~Stock ofand ~~$25~~197,000,000 shares of its common stock to SBS Eco.

~~Northway~~In ~~Mining,~~connection ~~LLC~~with ~~vs.~~the ~~Marsan~~Acquisition ~~Properties~~Agreement, ~~Inc.~~the ~~vs.~~Company ~~Northway~~underwent ~~Mining,~~a ~~Supreme~~change ~~Court~~ of ~~the~~control. ~~State~~As a result of ~~New~~the ~~York~~Acquisition, ~~County~~the ofSBS ~~Greene~~Eco Trust, ~~Case~~whose ~~Index~~trustee ~~No.~~is ~~2019-269 filed April~~Esther 11Bittelman, ~~2019.~~an ~~The~~individual, ~~parties~~and ~~agreed~~Secretary toof ~~sign~~Agra, abecame ~~Stipulation~~controlling ofand ~~Settlement~~majority ~~wherein~~shareholder of the ~~debt~~Registrant on (the ~~property~~"Change of ~~is refinanced~~Control").

~~Premier~~As ~~Properties,~~a ~~Inc~~result vsof ~~CSX4236~~entry into ~~and~~the ~~Northway~~Acquisition ~~Mining~~Agreement, ~~LLC~~Mr. ~~Supreme~~Svorai ~~Court~~resigned ofat the ~~State~~end of ~~New~~the ~~York,~~business ~~County~~day ofon ~~Greene~~January 17, ~~Case~~2020, ~~Index~~following ~~No.~~the ~~18-0825,~~appointments ~~pertaining~~and acceptances toby ~~foreclosure on~~the ~~property~~new ~~located~~officers atand ~~707~~directors ~~Flats~~of ~~Road,~~the ~~Athens~~Company, ~~NY.~~Agra Atwill ~~this~~be ~~time~~operated ~~there~~as isa anmajority-owned ~~ongoing~~subsidiary ~~negotiation~~of ~~with~~the aCompany. The ~~potential~~Acquisition ~~outcome~~will ofbecome ~~selling this~~effective ~~property~~20 ~~and~~days ~~therefore~~following ~~paying~~the ~~off~~mailing of the ~~debt.~~Information ~~This~~Statement ~~property~~to isshareholders nopursuant ~~longer~~to ~~used~~Schedule 14. byThe ~~Northway~~mailing has not occurred yet.

~~9384-2557~~Promissory ~~Quebec~~Note 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.Conversions

On ~~May~~January 216, ~~2019~~2020, ~~the Company settled~~Back ~~for~~Nine ~~$55~~Capital,~~175~~ ~~the~~LLC, ~~lawsuit~~irrevocably ~~initiated~~elected byto ~~Grand~~exercise ~~Capital, in~~ the ~~amount~~right ofgranted ~~$75,225,~~under bycertain ~~weekly~~Convertible ~~payments~~Promissory ofNote ~~$1,000~~dated ~~beginning May 8~~September 11, ~~2019 via~~2018 ~~two~~and ~~(2)~~assigned ~~debits~~to ofthe ~~$500~~current ~~and~~holder ~~beginning~~per ~~July~~that 8,certain ~~2019~~Note ~~weekly~~Purchase ~~payments~~and ofAssignment $2Agreement,~~000~~ ~~via~~dated ~~four~~January ~~(4)~~16, ~~debits~~2019, ofto convert $~~500.~~15,744 ~~After~~including ~~the~~principal ~~first~~together ~~payment Grand~~with ~~Capital~~any ~~agrees~~unpaid toregular ~~forebear~~and ~~from~~penalty ~~enforcing~~interest ~~any UCC liens~~accrued, ~~judgment~~into ~~levies~~832,351 ~~and/or~~shares ~~restraints~~of on the Company’s common ~~account~~stock at a price of $0.018915

18On January 16, 2020 D&D Capital Inc., irrevocably elected to exercise the rights granted under that certain Convertible Promissory Note date July 1, 2019 to convert $125,712 into 9,600,000 shares of the Company’s common stock at a price of $0.013095.

Table of Contents

~~Item~~On 2.January ~~Management's~~16, ~~Discussion~~2020 Gary Berlly irrevocably elected to exercise the right granted under certain Convertible Promissory Note dated September 11, 2018 and assigned ~~Analysis~~to ofthe ~~Financial~~current ~~Condition~~holder per that certain Note Purchase and ~~Results~~Assignment ofAgreement, ~~Operations.~~dated ~~Forward-Looking~~January ~~Statements~~16, 2019, to convert $15,744 including principal together with any unpaid regular and ~~Associated~~penalty ~~Risks~~interest accrued, into 832,351 shares of the Company’s common stock at a price of $0.018915

~~This~~On ~~Form~~January ~~10-Q~~16, ~~contains~~2020 ~~certain~~Sign ~~statements~~N ~~that~~Drive ~~are~~Auto ~~forward-looking~~Mall, ~~within the meaning of the Private Securities Litigation Reform Act of 1995~~Inc. ~~For this purpose~~, ~~any~~ ~~statements~~irrevocably ~~contained~~elected ~~in this Form 10-Q that are not statements of historical fact may be deemed~~ to beexercise ~~forward-looking statements. Without limiting~~ the ~~foregoing,~~right ~~words~~granted ~~such~~under ascertain ~~"may,"~~Convertible ~~"will,"~~Promissory ~~"expect,"~~Note ~~"believe,"~~dated ~~"anticipate,"~~September ~~"estimate~~11,” or2018 ~~"continue"~~and orassigned ~~comparable terminology are intended~~ to ~~identify~~the ~~forward-looking~~current ~~statements.~~holder ~~These statements~~per bythat ~~their~~certain ~~nature~~Note ~~involve~~Purchase ~~substantial risks~~ and ~~uncertainties~~Assignment Agreement, ~~and~~dated ~~actual~~January ~~results~~16, ~~may~~2019, ~~differ materially depending on a~~to ~~variety~~convert ~~of factors~~$15,744 ~~many~~including ofprincipal ~~which~~together ~~are~~with ~~not~~any ~~within~~unpaid ~~our~~regular ~~control. These factors include but are not limited to economic conditions generally~~ and inpenalty ~~the~~interest ~~industries~~accrued, ininto ~~which we may participate; competition within our chosen industry~~832,351 ~~including~~shares ~~competition~~of ~~from~~the Company’s ~~much~~common ~~larger~~stock ~~competitors;~~at ~~technological~~a ~~advances~~price ~~and~~of ~~failure to successfully develop business relationships~~$0. 018915

~~Going Concern~~ 20

~~Based~~Table ~~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 statements, as~~ of ~~March 31, 2019, we had an accumulated deficit totaling $5,302,562. This raises substantial doubts about our ability to continue as a going concern.~~Contents

~~Plan~~Item 2. Management's Discussion and Analysis of ~~Operation~~Financial Condition and Results of Operations.

~~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~~Forward-~~quality,~~Looking ~~hand rolled,~~Statements ~~premium cigars under the Rich Cigars brand name. Beginning in December 2017, the Company wound down~~ and ~~discontinued~~Associated ~~its operations pertaining to the manufacture and distribution of cigars~~Risks. 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.

OnThis ~~August~~Form 1,10-Q ~~2018~~contains ~~the Company had~~certain ~~entered~~statements ~~into~~that anare ~~agreement~~forward-looking (within the ~~"Acquisition~~meaning ~~Agreement")~~of tothe ~~acquire~~Private ~~the~~Securities ~~majority~~Litigation ~~ownership~~Reform ~~interest~~Act of ~~Northway~~1995. ~~Mining~~For this purpose, ~~LLC.,~~any astatements ~~New~~contained ~~York~~in ~~limited~~this ~~liability~~Form ~~company,~~10-Q ~~located~~that atare ~~707~~not ~~Flats~~statements ~~Road,~~of ~~Athens,~~historical ~~New~~fact ~~York.~~may ~~Based~~be ondeemed to be forward-looking statements. Without limiting the ~~Acquisition~~foregoing, ~~Agreement~~words such as "may," ~~the~~"will," "expect," "believe," "anticipate," ~~Company~~"estimate,” ~~was~~or ~~granted~~"continue" byor ~~the~~comparable ~~membership~~terminology aare ~~fifty~~intended to identify forward-~~five~~looking ~~percent~~statements. ~~(55%)~~These statements ~~ownership~~by intheir ~~Northway,~~nature ~~free~~involve substantial risks and ~~clear~~uncertainties, ofand ~~all~~actual ~~encumbrances,~~results ~~liens~~may differ materially depending on a ~~and~~variety ~~other~~of ~~obligations~~factors, ~~and~~many ~~the~~of ~~remaining~~which ~~forty-five~~are ~~percent~~not ~~(45%)~~within ~~shall~~our ~~remain~~control. ~~owned~~These byfactors ~~the~~include ~~previous~~but ~~members.~~are Asnot alimited ~~result~~to ofeconomic ~~the~~conditions ~~Company~~generally ~~acquiring~~and in the ~~Northway~~industries ~~ownership~~in ~~interest~~which we may participate; competition within our chosen industry, ~~Northway~~including iscompetition afrom much ~~majority-owned~~larger ~~subsidiary~~competitors; oftechnological ~~the~~advances ~~Company~~and failure to successfully develop business relationships.

~~Results~~Going ofConcern ~~Operations~~

~~Three~~Based ~~Months~~on ~~Ended~~our ~~March~~financial 31history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. As reflected in the accompanying financial statements, as of June 30, 2019, ~~Compared~~we tohad ~~March~~an 31accumulated deficit totaling $7,281,192. ~~2018~~This raises substantial doubts about our ability to continue as a going concern.

~~For~~The ~~the~~extent ~~three months ended March 31, 2019, we had $10,391 in revenues and $436,403 in cost~~ of ~~goods~~the ~~sold~~impact ~~compared to $0 and $0, respectively, for~~ of the ~~same~~coronavirus ~~period~~("COVID-19") ~~one~~outbreak ~~year~~on ~~earlier. For~~ the ~~three~~financial ~~months~~performance ~~ended~~of ~~March~~the ~~31,~~Company ~~2019,~~will ~~our~~depend ~~total~~on ~~operating~~future ~~expenses were $131~~developments,~~626,~~ asincluding ~~compared to $38,301 for~~ the ~~three~~duration ~~months~~and ~~ended~~spread ~~March~~of ~~31, 2018. For~~ the outbreak ~~three~~and ~~months~~related ~~ended~~advisories ~~March~~and 31restrictions, ~~2019, we incurred $103,161 for other general~~ and ~~administrative~~ ~~expenses~~the ~~compared~~impact ~~to $38,301~~ of ~~general~~COVID-19 ~~administrative~~on ~~expenses for~~ the ~~same~~overall ~~period~~economy, inall ~~2018.~~of ~~The~~which ~~increase~~are ~~in expenses~~highly ~~was~~uncertain ~~due~~and tocannot ~~the~~be ~~operations~~predicted. ofIf ~~Northway Mining LLC, and~~ the ~~fact~~overall ~~that~~economy ~~during~~is ~~the~~impacted ~~three~~for ~~months~~an ~~ended~~extended ~~March 31~~period, ~~2018~~ the Company’s ~~had~~future operating noresults ~~similar~~may ~~operations~~be materially adversely affected.

19Plan of Operation

~~Table~~The Company was incorporated under the laws of ~~Contents~~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 in December 2017, 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.

~~For~~On ~~the~~August ~~three months ended March 31~~1, ~~2019,~~2018 wethe Company had entered ~~$804,507~~into inan ~~interest~~agreement ~~expense, which included $239,833 of default interest related to~~ (the ~~Ultegra~~"Acquisition ~~Settlement and Release~~ Agreement") ~~and $555,717 of amortization of debt discount, compared~~ to ~~$280,784~~acquire ~~for~~ the ~~same~~majority ~~period~~ownership ~~one~~interest ~~year~~of ~~earlier.~~Northway ~~For~~Mining, ~~the three months ended March 31~~LLC., ~~2019,~~a weNew ~~had~~York alimited ~~loss~~liability ~~of $418~~company,~~664~~ ~~from~~located ~~the~~at ~~change~~707 inFlats ~~fair value of derivative liability~~Road, ~~and a gain of $4~~Athens,~~172,029~~ ~~for~~New ~~the same period one year earlier~~York. ~~For~~Based on the ~~three~~Acquisition ~~months ended March 31~~Agreement, ~~2019 we had a $6,189 impairment loss on~~the ~~cryptocurrency~~Company ~~compared~~was togranted $0by ~~for~~ the ~~same~~membership ~~period~~a ~~one~~fifty-five ~~year~~percent ~~earlier.~~(55%) ~~For~~ownership ~~the~~in ~~three months ended March 31~~Northway, ~~2019~~free weand ~~had~~clear ~~a $32,108 loss on extinguishment~~ of ~~debt~~all ~~compared~~encumbrances, toliens and aother ~~$137~~obligations,~~054~~ ~~gain~~and ~~for~~ the ~~same~~remaining ~~period~~forty-five ~~one~~percent ~~year~~(45%) ~~earlier.~~shall ~~For~~remain ~~the~~owned ~~three~~by ~~months~~the ~~ended~~previous ~~March 31,~~members. ~~2019~~As ~~we had~~ a ~~net~~result ~~loss~~ of $1this acquisition,~~819,106~~ ~~compared~~Northway tobecame a ~~net~~majority-owned ~~income~~subsidiary of ~~$3,989,500 for~~ the ~~same period one year earlier~~Company. 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.

~~Liquidity~~On July 1, 2019 the Company sold any and ~~Capital~~all ~~Resources~~interest of Northway Mining, LLC to Dror Svorai, under common control and all its operations on behalf of Canna Corporation have been discontinued.

AsOn ofJanuary ~~March 31~~16, ~~2019~~2020, ~~our~~the Company ~~cash~~entered ~~balance was~~into ~~$1,756~~an asagreement ~~compared~~(the "Acquisition Agreement"), to ~~$183~~acquire the majority ownership interest of Agra Nutraceuticals Corporation ("Agra"),~~347~~ ata ~~December~~Colorado 31corporation, ~~2018.~~having ~~Our~~a ~~plan~~registered ~~for~~business ~~satisfying~~address ~~our~~of ~~cash~~67 ~~requirements~~SW ~~for~~12th ~~the~~Ave, ~~next~~Ste ~~twelve~~500, ~~months~~Deerfield isBeach, ~~through~~Florida 33442. Pursuant to the ~~sale~~Acquisition ofAgreement ~~shares~~the Company will acquire 77.5% of ~~our~~the issued and outstanding shares of common stock, ~~third~~of ~~party~~Agra ~~financing,~~to ~~and/or~~be ~~traditional~~transferred ~~bank~~from ~~financing.~~the Wemajority doshareholder ~~not~~of ~~anticipate generating~~Agra, ~~sufficient~~SBS ~~amounts~~Eco ofTrust. ~~revenues~~In toconsideration ~~meet~~for ~~our~~the ~~working~~acquisition of ~~capital~~the ~~requirements.~~Agra ~~Consequently~~shares, weDror ~~intend~~Svorai, tothe ~~make~~Company's ~~appropriate plans~~majority toshareholder, ~~ensure~~President, ~~sources~~CEO ofand ~~additional~~sole ~~capital~~officer inand director, transferred his 803,000 shares of the ~~future~~Company’s toSeries ~~fund~~A ~~growth~~Preferred Stock and ~~expansion~~197,000,000 ~~through~~shares ~~additional~~of ~~equity~~its orcommon ~~debt~~stock ~~financing or~~to ~~credit~~SBS ~~facilities~~Eco.

~~The~~In ~~Company~~connection ~~must~~with ~~raise~~the ~~additional~~Acquisition ~~funds~~Agreement, inthe ~~order~~Company tounderwent ~~fund~~a ~~our~~change ~~continuing~~of ~~operations~~control. WeAs ~~may~~a ~~not~~result ~~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~~Acquisition, ~~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~~SBS ~~time,~~Eco ~~we have no commitments for any additional financing~~Trust, ~~and~~ ~~there~~whose ~~can~~trustee beis ~~no assurance that~~Esther Bittelman, ifan ~~needed~~individual, ~~additional~~and ~~capital~~Secretary ~~will~~of ~~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~~Agra, ~~which~~became ~~may~~controlling ~~make~~and itmajority ~~more~~shareholder ~~difficult for~~of usthe toRegistrant ~~raise additional capital when needed. If we cannot get~~ (the ~~needed capital, we may not be able to become profitable and~~"Change ~~may~~of ~~have to curtail or cease our operations~~Control").

~~Operating~~As ~~Activities~~a result of entry into the Acquisition Agreement, Mr. Svorai resigned at the end of the business day on January 17, 2020, following the appointments and acceptances by the new officers and directors of the Company, Agra will be operated as a majority-owned subsidiary of the Company. The Acquisition will become effective 20 days following the mailing of the Information Statement to shareholders pursuant to Schedule 14. The mailing has not occurred yet.

During the three months ended March 31, 2019, the Company used cash in the amount of $98,805 in operating activities, compared to $38,301 over the same period in 2018. 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, 2018.21

~~Investing~~Table ~~Activities~~of Contents

~~During~~Results ~~the three months ended March 31, 2019, the Company used cash in the amount~~ of ~~$103,805~~Operations in investing activities, compared to $0 over the same period in 2018. The acquisitions were fixed assets acquired in January 2019, due to expectations regarding new customer base gains. No similar acquisitions were made during the three months ended March 31, 2018.

20Three Months Ended June 30, 2019 Compared to June 30, 2018

~~Table~~For the three months ended June 30, 2019, we had $0 in revenues from continuing operations and $0 in cost of ~~Contents~~goods sold from continuing operations compared to $0 and $0, respectively, for the same period in 2018. For the three months ended June 30, 2019, our total operating expenses from continuing operations were $116,756, as compared to $15,648 for the three months ended June 30, 2018, the increase in operating expenses was mainly due to an increase in legal fees related to lawsuits initiated against the Company in the current period.

~~Financing~~For ~~Activities~~the three months ended June 30, 2019, we had $431,982 in interest expense and amortization of debt discounts related to convertible promissory notes, compared to $68,359 for the same period in 2018. The increase in interest expense is due to the issuance of new convertible notes. For the three months ended June 30, 2019, we had a loss of $1,145,795 from change in fair value of derivative liability, and $557,463 for the same period in 2018. The issuance of new convertible loans and penalties incurred during the period and the changes in the assumptions used to value the derivative liability are the main sources for such increases.

~~During~~For the three months ended ~~March~~June 3130, 2019, ~~$18,019~~we inhad ~~net~~a ~~cash~~loss ~~was~~from ~~provided~~discontinued operation of $8,692 related to the ~~Company~~disposal ~~from~~of ~~its~~our ~~financing activities~~subsidiary, ~~compared~~Northway toMining ~~$38~~LLC on July 1,~~301~~ ~~over~~2019, ~~the~~as ~~same~~compared ~~period in~~to ~~2018.~~$0 ~~During~~for the three months ended ~~March~~June 3130, ~~2019,~~2018. weThe ~~received~~loss ~~proceeds~~ of $~~187~~8,~~232~~962 ~~from~~represents ~~related~~the ~~and~~results ~~non-related~~of ~~party loans,~~operations ~~and made repayments~~ of ~~$169,213.~~the ~~During~~subsidiary for the three months ended ~~March~~June 3130, ~~2018,~~2019. weThe ~~received~~subsidiary ~~related~~was ~~party~~acquired ~~loan~~on ~~proceeds~~August of11, ~~$38~~2018,~~301, and~~ ~~did~~so ~~not~~no ~~make~~results ~~any~~of ~~loan~~operations of ~~repayments.~~the ~~Our~~subsidiary ~~financing~~are ~~activities~~presented ~~decreased~~for ~~during~~ the three months ended ~~March~~June 3130, ~~2019 due to Northway Mining LLC’s lending restriction due to some of its debt going into default~~2018.

WeFor ~~intend~~the tothree ~~seek~~months ~~additional~~ended ~~funding~~June ~~through~~30, ~~public~~2019, orwe ~~private~~had ~~financings~~a tonet ~~fund~~loss ~~our~~of $1,703,495 from continuing operations, ~~through~~compared ~~fiscal~~to ~~2019~~a ~~and~~loss ~~beyond.~~of ~~However~~$641,720 iffor wethe ~~are~~same ~~unable~~period toin ~~raise~~2018. ~~additional~~The ~~capital~~main ~~when~~reasons ~~required~~for orthis onincrease ~~acceptable~~in ~~terms,~~losses orwas ~~achieve~~the ~~cash~~lack ~~flow~~of ~~positive~~income from operations, wedue ~~may have~~ to ~~significantly delay~~the ~~product~~fall ~~development~~in ~~and~~the ~~scale~~cryptocurrencies ~~back~~market, the ~~operations~~lawsuits, ~~both~~penalties ofand ~~which~~increase ~~may~~in ~~affect~~interest ~~our~~expense ~~ability~~related to ~~continue~~issuance asof anew ~~going~~convertible ~~concern~~debts.

~~Off~~Six ~~Balance~~Months ~~Sheet~~Ended ~~Arrangements~~June 30, 2019 Compared to June 30, 2018

~~None~~For the six months ended June 30, 2019, we had $0 in revenues from continuing operations and $0 in cost of goods sold compared to $0 and $0, respectively, for the same period in 2018. For the six months ended June 30, 2019, our total operating expenses was $136,317, as compared to $53,948 for the six months ended June 30, 2018. The increase in operating expenses was due to an increase in professional fees.

For the six months ended June 30, 2019, we had $1,059,113 in interest expense and amortization of debt discount, compared to $349,143 for the same period in 2018. The increase is due to the issuance of new convertible notes. For the six months ended June 30, 2019, we had a loss of $1,460,364 from change in fair value of derivative liability, and a gain of $3,614,566 for the same period in 2018. The increase in debt and certain penalties from previous debt and the changes in the assumptions used to value the derivative liability are the main reasons for the increase. For the six months ended June 30, 2019, we had a loss on extinguishment of debt of $198,403, compared to a gain of $137,054 for the six months ended June 30, 2018 due to the modification and extinguishment of certain convertible notes.

For the six months ended June 30, 2019, we had a loss from discontinued operation of $927,572 related to the disposal of our subsidiary, Northway Mining LLC on July 1, 2019, as compared to $0 for the six months ended June 30, 2018.

For the six months ended June 30, 2019, we had a net loss of $3,801,769 compared to a net income of $3,347,781 for the same period 2018. the main reason of this fluctuation is the change in the fair value of the derivative liability.

Liquidity and Capital Resources

As of June 30, 2019, our cash balance was $4,439 as compared to $7,034 at December 31, 2018. Our plan for satisfying our cash requirements for the next twelve months is through the sale of shares of our common stock, third party financing, and/or traditional bank financing. We do not anticipate generating sufficient amounts of revenues to meet our working capital requirements. Consequently, we intend to make appropriate plans to 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

Table of Contents

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 six months ended June 30, 2019, the Company used cash in the amount of $459,226 in operating activities, compared to $53,948 over the same period in 2018. This increase is mainly related to the increase in operating activities from discontinued operations of Northway Mining LLC, which did not exist as of June 30, 2018.

Investing Activities

During the six months ended June 30, 2019, the Company used cash in the amount of $103,805 in investing activities of discontinued operation, compared to $0 over the same period in 2018. During the six months of 2019, Northway Mining LLC, acquired equipment to use in its crypto currency mining activity.

Financing Activities

During the six months ended June 30, 2019, $384,121 in net cash was provided to the Company from its financing activities, compared to $54,401 over the same period in 2018. The increase in net cash provided by financing activities from continuing operation for the six months ended June 30, 2019 was mainly due to the issuance of new convertible notes payable for $125,000 compared to $0 for the same period June 30, 2018. The increase in financing activities from discontinued operation was related to new debts issued by Northway Mining LLC , which did not exist as of June 30, 2018.

The Company intends to seek additional funding through public or private financings to fund our operations through fiscal 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, were ineffective as of ~~March~~June 3130, 2019.

Changes in Internal Control Over Financial Reporting

There were no changes, in our ~~internal~~ internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended ~~March~~June 3130, 2019 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II-OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

Atlas Funding v Northway. The Company accrued a liability of $55,000 based on the Company’s attorney’s assessment. This lawsuit was filed due to default debt. This lawsuit was settled by the managing member of Northway. On June 11, 2019, the Company settled the lawsuit of Atlas Funding vs. Northway Mining for one payment of $25,000. As result of the settlement of both debts, the Company recognized a gain on settlement of $55,245

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

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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.

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

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

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 understanding that such lawsuit doesn’t exist.

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~~contingency liability of $28,000. On May 2, 2019, the Company settled ~~for~~the lawsuit Grand Capital vs. Northway Mining on $55,175 ~~the~~payable ~~lawsuit~~in ~~initiated~~successive payments bythereon, ~~Gran~~as ~~Capital,~~consequence inof the ~~amount~~settlement, ofthe Company issued a new note for $7555,~~225,~~175 byto replace the original note and made a commitment to make a weekly ~~payments~~payment of $1,000 ~~beginning~~against ~~May~~the 8,new ~~2019~~note. ~~via~~During ~~two~~the ~~(2)~~period ~~debits~~ended ofJune ~~$500 and beginning July 8~~30, 2019, ~~weekly~~the ~~payments~~managing member of $2Northway Mining,~~000 via~~ ~~four~~assumed ~~(4)~~responsibility ~~debits~~for ofsettlement ~~$500~~payments. After the first payment Grand Capital agrees to forebear from enforcing any UCC liens, judgment levies, and/or restraints on the Company account.

As the Company disposed of all of its interests in Northway Mining effective July 1, 2019, the Company does not believe that it has any liability or other exposure with regard to any of the above lawsuits.

ITEM 1A. RISK FACTORS

Not Applicable to Smaller Reporting Companies.

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

On ~~February~~January 816, ~~2018~~2020, the ~~Company~~ Company issued 37832,~~000,000~~351 common stock shares, at a price of $ 0~~,0001~~.018915. ~~par~~The ~~value~~shares ~~per~~were ~~share~~issued ~~converting~~to 37convert $15,~~000~~744 ~~shares~~including ofprincipal together ~~the~~with ~~1,000,000~~any ~~Series~~unpaid Aregular ~~Preferred Stock,~~and ~~based~~penalty interest accrued, on the ~~Articles~~note ofdated ~~Incorporation~~September of11, ~~Power~~2018 ~~Mining~~and ~~Group,~~assigned ~~Inc~~to Back Nine Capital, LLC ~~filed~~per ~~with~~that ~~the~~certain ~~State~~Note ofPurchase ~~Colorado~~and Assignment Agreement, dated January 16, 2019.

On ~~July~~January 616, ~~2018~~2020 the Company ~~issued~~ 10issued 9,~~000~~600,000 common stock ~~restricted~~ shares, at a price of $0.~~0001~~013095. ~~par~~The ~~value~~shares ~~per~~were ~~share,~~issued ~~converting~~to 10convert $125,~~000~~712 ~~shares~~including ofprincipal ~~the~~together with ~~963,000~~any ~~Series~~unpaid Aregular ~~Preferred Stock,~~and ~~based~~penalty interest accrued, on the ~~Articles~~note ofdated ~~Incorporation~~date ofJuly ~~Power Mining Group~~1, ~~Inc,~~2019 ~~filed~~to ~~with~~D&D ~~the~~Capital ~~State~~Inc ~~of Colorado~~stock.

On ~~July~~January 616, ~~2018~~2020 the Company ~~issued~~ 1issued 832,~~715,961~~351 ~~shares of~~ common stock ~~value~~shares, at ~~the~~a ~~conversion~~ price of $ 0.~~3897~~018915. The shares were issued to convert $5915,~~200~~744 ofincluding ~~the~~ principal together ~~amount~~with any unpaid regular and ~~$7,671~~penalty interest ofaccrued, on the ~~Note~~note dated asSeptember of11, ~~March~~2018 ~~24,~~and ~~2017,~~assigned to ~~Eagle~~Gary ~~Equities~~Berlly ~~LLC~~per that certain Note Purchase and Assignment Agreement, dated January 16, 2019.

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.24

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~~January 1216, ~~2018~~2020 the ~~Company~~ Company issued 2832,~~450,000~~351 ~~shares of~~ common stock shares, at ~~the~~a ~~conversion~~ price of $ 0.~~04134~~018915. The shares were issued to convert $~~101~~15,~~283~~744 ofincluding principal ~~amount~~together with any unpaid regular and penalty interest accrued, on the ~~Note~~note dated asSeptember of11, ~~March~~2018 ~~27,~~and ~~2017,~~assigned to ~~S&E~~Sign ~~Capital~~N Drive Auto Mall, Inc., per that certain Note Purchase and Assignment Agreement, dated January 16, 2019.

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 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~~Amendment Into ~~Officers~~Articles ~~and~~of ~~Directors.~~Incorporation Changing Name of the Company

~~Not~~On ~~applicable~~April 4, 2019, the Company filed an amendment to its Articles of Incorporation whereby it changed its name to “Canna Corporation.”

Acquisition and Change of Control of the Company

On January 16, 2020, the Company entered into an agreement (the "Acquisition Agreement"), to acquire the majority ownership interest of Agra Nutraceuticals Corporation ("Agra"), a Colorado corporation, having a registered business address of 67 SW 12th Ave, Ste 500, Deerfield Beach, Florida 33442. Pursuant to the Acquisition Agreement the Company will acquire 77.5% of the issued and outstanding shares of common stock of Agra to be transferred from the majority shareholder of Agra, SBS Eco Trust. In consideration for the acquisition of the Agra shares, Dror Svorai, the Company's majority shareholder, President, CEO and sole officer and director, transferred his 803,000 shares of the Company’s Series A Preferred Stock and 197,000,000 shares of its common stock to SBS Eco.

In connection with the Acquisition Agreement, the Company underwent a change of control. As a result of the Acquisition, the SBS Eco Trust, whose trustee is Esther Bittelman, an individual, and Secretary of Agra, became controlling and majority shareholder of the Registrant (the "Change of Control").

As a result of entry into the Acquisition Agreement, Mr. Svorai resigned at the end of the business day on January 17, 2020, following the appointments and acceptances by the new officers and directors of the Company, Agra will be operated as a majority-owned subsidiary of the Company. The Acquisition will become effective 20 days following the mailing of the Information Statement to shareholders pursuant to Schedule 14. The mailing has not occurred yet.

Change in Officers and Directors.

On January 16, 2020, as a result of the Company’s entry into that certain Acquisition Agreement effecting a change of control of the Company, the following persons became new members of the Board of Directors of the Company and its officers (the “New Members and Officers”):

Name	Position
Sacha Alessandro Ceruti	President and CEO, Director
Devin Avery	Treasurer, Director
Esther Bittelman	Secretary, Director
Daniel Rodgers	Director
Syed Rizvi	Director
David Lilly	Director

Following the acceptance of the six new members to the board of directors, and their appointment of the new officers and directors, Dror Svorai, President and CEO, and sole Director, resigned effective end of the business day on January 17, 2020.

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

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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
3.1		Amendment to Articles of Incorporation, dated April 4, 2019
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.

CANNA CORPORATION

(Registrant)

Dated: ~~June 26,~~May ~~2019~~14, 2020

By:/s/Sacha ~~Dror~~Alessandro ~~Svorai~~Ceruti ________

~~Dror~~Sacha ~~Svorai~~Alessandro Ceruti

(Chief Executive Officer, Principal Executive

Officer, Acting Chief Financial Officer

and Principal Accounting Officer)

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