UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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: ~~May~~November 3130, 2018

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: _____________ to ________________

Commission file number: 000-55558

Poverty Dignified, Inc.

(Exact name of registrant as specified in its charter)

Nevada		46-3754609
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification Number)

~~330~~6428 ~~Grapevine~~W. ~~Highway~~Wilkinson Boulevard, Suite 305

~~Hurst~~Belmont, ~~Texas~~North ~~76054~~Carolina 28012

Telephone No.: (719) 761-1869

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

330 Grapevine Highway

Hurst, Texas 76054

(Former address)

____________________________

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

~~Check~~Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T required to be submitted pursuant to Rule 405 of Regulation S-T (§~~229~~232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting ~~Company~~company x ~~(Do not check if a smaller reporting Company)~~ Emerging growth ~~Company~~company ¨

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 ¨ No x

As of ~~July~~January 1614, ~~2018~~2019, there were 1011,~~101~~396,~~394~~152 shares of the registrant's common stock issued and outstanding.

Poverty Dignified, Inc.

Quarterly Report on Form 10-Q

Table of Contents

		PageNumber
			Page Number
PART I – FINANCIAL INFORMATION
Item 1	Financial Statements	3	3
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20	18
Item 3	Quantitative and Qualitative Disclosures About Market Risk	23	21
Item 4	Controls and Procedures	23	21
PART II – OTHER INFORMATION
Item 1	Legal Proceedings	25	22
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	25	22
Item 3	Defaults Upon Senior Securities	25	22
Item 4	Mine Safety Disclosures	25	22
Item 5	Other Information	25	22
Item 6	Exhibits	26	23

2 Table of Contents

~~PART~~ Item I1. -Financial ~~FINANCIAL INFORMATION~~Statements

~~Item~~Poverty 1.Dignified, ~~Financial Statements~~Inc.

~~Poverty~~Consolidated ~~Dignified,~~Balance ~~Inc.~~ Sheets

Consolidated Balance Sheets

	November 30, 2018			August 31, 2018
	(Unaudited)
ASSETS

Current assets
Cash	$	92,815		$	1,819
Prepaid expenses and other current assets		6,492			10,092
Current assets of discontinued operation		2,308			2,174
Total current assets		101,615			14,085

Total assets	$	101,615		$	14,085

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
Accounts payable	$	62,702		$	53,777
Notes payable - related party		1,114,207			1,114,207
Accrued payroll expenses		1,089,950			1,013,863
Accrued expenses		26,955			6,330
Due to officer		6,725			6,725
Convertible notes payable, net of discount of $70,681 and $52,831, respectively		304,819			158,669
Derivative liabilities		62,070			56,220
Current liabilities of discontinued operation		410,548			415,371
Total current liabilities		3,077,976			2,825,162

Total liabilities		3,077,976			2,825,162

Stockholders' equity (deficit):
Preferred stock par value $.0001:10,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock par value $.0001: 100,000,000 shares authorized; 11,396,152 and 10,107,394 shares issued and outstanding as of November 30, 2018 and August 31, 2018, respectively		1,140			1,011
Additional paid in capital		9,013,189			8,812,361
Accumulated deficit		(11,959,855	)		(11,596,587	)
Accumulated other comprehensive loss - discontinued operation		(30,835	)		(27,862	)
Total stockholders' equity (deficit)		(2,976,361	)		(2,811,077	)

Total liabilities and stockholders' equity (deficit)	$	101,615		$	14,085

	May 31, 2018			August 31, 2017
	(Unaudited)			(Note)
ASSETS
Current assets
Cash	$	1,956		$	2,039
Prepaid expenses and other current assets		5,000			10,658
Current assets of discontinued operation		2,602			8,796
Total current assets		9,558			21,493
Property and equipment, net - discontinued operation		-			53,505
Total assets	$	9,558		$	74,998
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	59,304		$	69,530
Notes payable - related party		1,055,630			486,373
Accrued payroll expenses		937,775			744,131
Accrued expenses		13,005			12,844
Due to officer		6,725			6,944
Convertible notes payable, net of discount of $-0- and $32,500, respectively		93,863			32,500
Derivative liabilities		37,318			-
Current liabilities of discontinued operation		255,119			222,586
Total current liabilities		2,458,739			1,574,908
Long term convertible debenture, net of discount of $18,971and $46,559, respectively		1,029			53,441
Total liabilities		2,459,768			1,628,349
Stockholders' equity (deficit):
Preferred stock par value $.0001:10,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock par value $.0001: 100,000,000 shares authorized; 9,497,394 and 8,511,850 shares issued and outstanding as of May 31, 2018 and August 31, 2017, respectively		950			851
Additional paid in capital		8,668,507			8,272,310
Accumulated deficit		(11,069,396	)		(9,784,847	)
Accumulated other comprehensive loss - discontinued operation		(50,271	)		(41,665	)
Total stockholders' equity (deficit)		(2,450,210	)		(1,553,351	)
Total liabilities and stockholders' equity (deficit)	$	9,558		$	74,998

The accompanying notes are an integral part of these consolidated financial statements.

~~Note:~~3 ~~The~~Table ~~Balance~~of ~~Sheet at August 31, 2017 has been derived from the audited financial statements at that date, with reclassifications for current period presentation.~~ Contents

~~The~~Poverty ~~accompanying~~Dignified, ~~notes are an integral part of these consolidated financial statements~~Inc.

3Consolidated ~~Table~~Statements of ~~Contents~~Operations and Comprehensive Loss

~~Poverty Dignified, Inc.~~ Unaudited

Consolidated Statements of Operations and Comprehensive Loss

	Three Months Ended
	November 30, 2018			November 30, 2017

General and administrative
Payroll	$	76,436		$	81,131
Stock-based compensation expense		200,957			-
Professional fees		33,985			24,612
Advertising		102			-
Travel		1,624			11,596
Other		14,693			12,721
Total general and administrative		327,797			130,060

Total operating expenses		327,797			130,060

Net operating loss		(327,797	)		(130,060	)

Interest expense		(42,886	)		(50,027	)
Gain (loss) on valuation of derivative liabilities		9,213			(76,977	)
Loss on extinguishment of convertible notes		-			(51,050	)

Net loss from continuing operations		(361,470	)		(308,114	)

Loss from discontinued operation		(1,798	)		(173,146	)

Net loss		(363,268	)		(481,260	)

Other comprehensive income (loss):
Foreign currency translation adjustment - discontinued operation		(2,973	)		(1,029	)

Comprehensive loss	$	(366,241	)	$	(482,289	)

Basic and diluted net loss per common share
- Continuing operations	$	(0.03	)	$	(0.04	)
- Discontinued operation		(0.00	)		(0.02	)
Net loss per share	$	(0.03	)	$	(0.06	)

Weighted average common shares outstanding
- Basic and diluted		10,751,773			8,585,826

~~Unaudited~~The accompanying notes are an integral part of these consolidated financial statements.

	Three Months Ended						Nine Months Ended
	May 31, 2018			May 31, 2017			May 31, 2018			May 31, 2017
Operating expenses
Research and development	$	-		$	-		$	-		$	558
Professional fees		7,550			15,931			84,117			108,926
General and administrative
Payroll		56,962			119,678			219,661			358,825
Stock-based compensation		29,000			112,500			114,750			112,500
Advertising		214			77			214			52,163
Travel		-			16,094			11,596			93,929
Other		3,930			6,720			18,929			43,125
Total general and administrative		90,106			255,069			365,150			660,542
Total operating expenses		97,656			271,000			449,267			770,026
Net operating loss		(97,656	)		(271,000	)		(449,267	)		(770,026	)
Interest expense		(54,390	)		(15,318	)		(175,096	)		(24,057	)
Gain (loss) on valuation of derivative liabilities		43,537			-			(83,632	)		-
Loss on extinguishment of convertible notes		(78,340	)		-			(168,431	)		-
Debt default penalty recovery (expense)		5,104			-			(46,288	)		-
Gain on prepayment of convertible notes		2,967			-			2,967			-
Net loss from continuing operations		(178,778	)		(286,318	)		(919,747	)		(794,083	)
Loss from discontinued operation		(147,992	)		(130,146	)		(364,802	)		(285,186	)
Net loss		(326,770	)		(416,464	)		(1,284,549	)		(1,079,269	)
Other comprehensive loss:
Foreign currency translation adjustment - discontinued operation		(4,654	)		(16,013	)		(8,606	)		(25,224	)
Comprehensive loss	$	(331,424	)	$	(432,477	)	$	(1,293,155	)	$	(1,104,493	)
Basic and diluted net loss per common share
-Continuing operations	$	(0.02	)	$	(0.03	)	$	(0.10	)	$	(0.10	)
-Discontinued operation		(0.02	)		(0.02	)		(0.04	)		(0.04	)
Net loss per share	$	(0.04	)	$	(0.05	)	$	(0.14	)	$	(0.14	)
Weighted average common shares outstanding
-Basic and diluted		9,232,394			8,293,150			9,004,622			7,900,999

Table of Contents

~~The~~Poverty ~~accompanying~~Dignified, ~~notes are an integral part of these consolidated financial statements~~Inc.

4Consolidated ~~Table~~Statement of ~~Contents~~Changes in Stockholders' Equity (Deficit)

~~Poverty Dignified, Inc.~~ Unaudited

Consolidated Statement of Changes in Stockholders' Equity (Deficit)

	Common Stock				Additional					Accumulated Other			Total Stockholders'
	Number of Shares		Amount		Paid In Capital		Accumulated Deficit			Comprehensive Loss			Equity (Deficit)

Balance at August 31, 2018		10,107,394	$	1,011	$	8,812,361	$	(11,596,587	)	$	(27,862	)	$	(2,811,077	)

Stock-based compensation		1,288,758		129		200,828		-			-			200,957
Net loss		-		-		-		(363,268	)		-			(363,268	)
Other comprehensive loss		-		-		-		-			(2,973	)		(2,973	)

Balance at November 30, 2018		11,396,152	$	1,140	$	9,013,189	$	(11,959,855	)	$	(30,835	)	$	(2,976,361	)

~~Unaudited~~The accompanying notes are an integral part of these consolidated financial statements.

	Common Stock				Additional						Accumulated Other			Total Stockholders'
	Number of Shares		Amount		Paid In Capital			Accumulated Deficit			Comprehensive Loss			Equity (Deficit)
Balance at August 31, 2017		8,511,850	$	851	$	8,272,310		$	(9,784,847	)	$	(41,665	)	$	(1,553,351	)
Issuance of common stock		16,800		2		17,098			-			-			17,100
Issuance of common stock through conversion of convertible notes payable		693,744		70		315,451			-			-			315,521
Reclassification of beneficial conversion feature to derivative liabilities		-		-		(51,075	)		-			-			(51,075	)
Stock-based compensation		275,000		27		114,723			-			-			114,750
Net loss		-		-		-			(1,284,549	)		-			(1,284,549	)
Other comprehensive loss		-		-		-			-			(8,606	)		(8,606	)
Balance at May 31, 2018		9,497,394	$	950	$	8,668,507		$	(11,069,396	)	$	(50,271	)	$	(2,450,210	)

Table of Contents

~~The~~Poverty ~~accompanying~~Dignified, ~~notes are an integral part of these consolidated financial statements~~Inc.

5Consolidated ~~Table~~Statements of ~~Contents~~Cash Flows

~~Poverty Dignified, Inc.~~ Unaudited

Consolidated Statements of Cash Flows

	Three Months Ended
	November 30, 2018			November 30, 2017

Cash Flows From Operating Activities
Net loss from continuing operations	$	(361,470	)	$	(308,114	)
Loss from discontinued operation		(1,798	)		(173,146	)
Net loss		(363,268	)		(481,260	)

Adjustments to reconcile net loss from continuing operations to net cash used in operating activities - continuing operations:
Stock-based compensation expense		200,957			-
Amortization of debt discounts		19,963			40,293
(Gain) loss on valuation of derivative liabilities		(9,213	)		76,977
Loss on extinguishment of convertible notes		-			51,050
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		3,600			658
Accounts payable		8,925			(12,535	)
Accrued payroll expenses		76,087			76,810
Accrued expenses		20,625			(578	)
Net cash used in operating activities - continuing operations		(40,526	)		(75,439	)
Adjustments to reconcile loss from discontinued operation to net cash used in operating activities - discontinued operation:
Loss on impairment of property and equipment of discontinued operation		-			54,141
Changes in discontinued operation assets and liabilities		(4,957	)		33,296
Net cash used in operating activities - discontinued operation		(6,755	)		(85,709	)
Net cash used in operating activities		(47,281	)		(161,148	)

Cash Flows From Financing Activities
Proceeds from notes payable - related party		-			81,800
Advances from (payments to) officer, net		-			(219	)
Issuance of common stock		-			17,100
Proceeds from convertible notes payable		147,250			98,000
Debt issuance costs		(6,000	)		(10,000	)
Net cash provided by financing activities - continuing operations		141,250			186,681
Net cash provided by financing activities		141,250			186,681

Effect of foreign currency translation - discontinued operation		(2,973	)		(1,029	)

Net increase in cash		90,996			24,504
Cash - beginning of period		1,819			2,039
Cash - end of period	$	92,815		$	26,543

Non-Cash Financing Activities:
Debt issuance costs netted from proceeds on convertible notes payable	$	16,750		$	-
Original issue discount in connection with convertible note payable	$	-		$	5,000
Issuance of common stock through conversion of convertible notes payable	$	-		$	126,076
Reclassification of beneficial conversion feature to derivative liabilities	$	-		$	51,075

Supplementary Disclosure Of Cash Flow Information
Cash paid during the period for interest	$	-		$	4,802

~~Unaudited~~The accompanying notes are an integral part of these consolidated financial statements.

	Nine Months Ended
	May 31, 2018			May 31, 2017
Cash Flows From Operating Activities
Net loss from continuing operations	$	(919,747	)	$	(794,083	)
Loss from discontinued operation		(364,802	)		(285,186	)
Net loss		(1,284,549	)		(1,079,269	)
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities - continuing operations:
Stock-based compensation		114,750			112,500
Depreciation		-			275
Amortization of debt discounts		129,934			9,580
Loss on valuation of derivative liabilities		83,632			-
Loss on extinguishment of debt		168,431			-
Debt default penalty expense		46,288			-
Gain on debt prepayment		(2,967	)		-
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		5,658			(4,187	)
Accounts payable		(10,226	)		(11,955	)
Accrued payroll expenses		193,644			217,338
Accrued expenses		19,482			(1,710	)
Net cash used in operating activities - continuing operations		(171,121	)		(472,242	)
Adjustments to reconcile loss from discontinued operation to net cash used in operating activities - discontinued operation:
Loss on impairment of property and equipment of discontinued operation		54,141			-
Changes in discontinued operation assets and liabilities		38,727			(37,335	)
Net cash used in operating activities - discontinued operation		(271,934	)		(322,521	)
Net cash used in operating activities		(443,055	)		(794,763	)
Cash Flows From Financing Activities
Proceeds from notes payable - related party		580,800			94,250
Payments on notes payable - related party		(11,543	)		(167,272	)
Advances from (payments to) officer, net		(219	)		(315	)
Issuance of common stock		17,100			750,226
Proceeds from convertible notes payable		186,500			65,000
Repayments of convertible notes payable		(301,560	)		-
Proceeds from long term convertible note payable		-			85,000
Debt issuance costs		(19,500	)		(24,925	)
Net cash provided by financing activities - continuing operations		451,578			801,964
Net cash provided by financing activities - discontinued operation		-			-
Net cash provided by financing activities		451,578			801,964
Effect of foreign currency translation - discontinued operation		(8,606	)		(25,224	)
Net decrease in cash		(83	)		(18,023	)
Cash - beginning of period		2,039			20,557
Cash - end of period	$	1,956		$	2,534
Non-Cash Financing Activities:
Original issue discount in connection with convertible notes payable	$	12,500		$	-
Original issue discount in connection with long term convertible debenture	$	-		$	10,000
Issuance of common stock through conversion of convertible notes payable and accrued interest	$	315,521		$	-
Reclassification of beneficial conversion feature to derivative liabilities	$	51,075		$	-
Debt discount in connection with common stock issued with long term convertible debenture	$	-		$	26,379
Debt discount in connection with beneficial converstion feature on convertible notes payable	$	-		$	51,075
Supplementary Disclosure Of Cash Flow Information
Cash paid during the period for interest	$	39,516		$	16,187

Table of Contents

~~The~~Poverty ~~accompanying~~Dignified, ~~notes~~Inc. ~~are~~Notes anto ~~integral~~Unaudited ~~part~~Consolidated ofFinancial ~~these~~Statements ~~consolidated~~November ~~financial~~30, ~~statements.~~ 2018

6NOTE ~~Table~~1 of– ~~Contents~~ORGANIZATION AND BASIS OF PRESENTATION

Poverty Dignified, Inc. ~~Notes~~was incorporated in the State of Nevada on September 27, 2013, and is headquartered in Belmont, North Carolina. The Company was established as a renewable energy company, incubating solar technologies to ~~Unaudited~~establish ~~Consolidated~~electrification, ~~Financial~~education, ~~Statements~~connectivity ~~May~~and 31media distribution infrastructures in rural communities across the globe to empower the individual, community and local economy. My Power Solutions, Inc., a wholly-owned subsidiary of Poverty Dignified, Inc., was incorporated in the State of Nevada on March 13, 2014 as a franchise business opportunity with franchise disclosure documents for franchise sales in both the United States and South African markets. Africhise, Inc., a wholly-owned subsidiary of Poverty Dignified, Inc. is a Delaware Corporation, and was formed on August 28, 2015 to be the franchise management arm of My Power Solutions, Inc's franchise operations in Africa. My Power Solutions Bahamas, Inc., a wholly-owned subsidiary of My Power Solutions, Inc., is a Delaware Corporation, and was formed on June 14, 2018 to establish itself as a renewable energy solutions company in the Bahamas.

~~NOTE~~Basis 1of ~~– ORGANIZATION, BASIS OF PRESENTATION, AND PLAN OF OPERATION~~Presentation

~~Poverty~~The ~~Dignified,~~accompanying ~~Inc.~~unaudited ~~was~~consolidated ~~incorporated~~financial instatements ~~the~~have ~~State~~been ofprepared ~~Nevada~~in onaccordance ~~September~~with ~~27,~~accounting ~~2013,~~principles ~~and~~generally isaccepted ~~headquartered~~ in ~~Hurst,~~the ~~Texas.~~United ~~The~~States ~~Company~~of ~~was~~America ~~established~~and asthe arules ~~renewable~~and ~~energy~~regulations ~~company,~~of ~~incubating~~the ~~solar~~United ~~technologies~~States toSecurities ~~establish electrification, education, connectivity~~ and ~~media~~Exchange ~~distribution~~Commission ~~infrastructures~~for ininterim ~~rural~~financial ~~communities~~information and ~~across~~with the ~~globe~~instructions to ~~empower~~Form ~~the~~10-Q ~~individual, community~~ and ~~local~~Article ~~economy.~~8 ~~My Power Solutions, Inc., a wholly-owned subsidiary~~ of ~~Poverty~~Regulation ~~Dignified, Inc~~S-X., ~~was incorporated in the State of Nevada on March 13~~Accordingly, ~~2014~~they asmay anot ~~franchise~~include ~~business~~all ~~opportunity~~the ~~with~~information ~~Franchise~~and ~~Disclosure~~footnotes ~~Documents~~necessary for ~~franchise~~a ~~sales~~comprehensive inpresentation ~~both~~of ~~the~~financial ~~United~~position, ~~States~~results ~~and~~of ~~South~~operations ~~African~~or ~~markets.~~cash ~~Africhise, Inc~~flows., aIt ~~wholly-owned~~is ~~subsidiary~~management's ~~of Poverty Dignified~~opinion, ~~Inc. is a Delaware Corporation~~however, ~~and~~that ~~was~~all ~~formed~~material onadjustments ~~August~~(consisting ~~28,~~of ~~2015~~normal torecurring beadjustments) ~~the~~have ~~franchise~~been ~~management~~made ~~arm~~that ofare Mynecessary ~~Power~~for ~~Solutions,~~a ~~Inc's~~fair ~~franchise~~financial ~~operations~~statement ~~in Africa~~presentation.

InThe ~~May~~unaudited ~~2018,~~interim ~~following~~consolidated anfinancial ~~operational~~statements ~~review,~~should ~~the~~be ~~Company~~read ~~decided~~in toconjunction ~~withdraw~~with ~~all~~the ~~operations~~Company’s ofForm ~~My Power Solutions~~10-K, ~~Inc.~~which incontains ~~South~~the ~~Africa.~~audited ~~With~~financial astatements ~~lack~~and ofnotes ~~significant~~thereto, ~~revenues~~together ~~and~~with ~~higher~~Management’s ~~than~~Discussion ~~expected~~and ~~expenses~~Analysis ~~due~~of toFinancial ~~training~~Condition ~~on-the-ground personnel~~ and ~~the~~Results ~~implementation~~ of ~~solar installations~~Operations, ~~plus~~for the ~~instability~~year ofended ~~the~~August ~~political environment~~31, ~~the established operating structure and initial business plan was not sustainable~~2018. The ~~decision~~interim toresults ~~cease~~for the ~~operations~~three ofmonths Myended ~~Power~~November ~~Solutions~~30, ~~Inc.~~2018 inare ~~rural~~not ~~South~~necessarily ~~African~~indicative ~~communities~~of ~~represents~~results afor ~~strategic shift that impacts~~ the ~~Company’s~~full ~~financial~~fiscal ~~reporting and results~~year. ~~As such, My Power Solutions, Inc. in South Africa has been classified as a discontinued operation.~~

~~Basis~~The consolidated financial statements include the accounts of ~~Presentation~~Poverty Dignified, Inc., My Power Solutions, Inc., Africhise, Inc., and My Power Solutions Bahamas, Inc. However, My Power Solutions Bahamas, Inc. has yet to establish operations and has little to no activity to date. All significant intercompany accounts and transactions have been eliminated in consolidation. These entities are collectively referred to herein as Poverty Dignified, or the Company.

~~The~~In ~~accompanying~~May ~~unaudited~~2018, ~~consolidated~~following ~~financial~~an ~~statements~~operational ~~have~~review, ~~been~~the ~~prepared~~Company indecided ~~accordance~~to ~~with~~withdraw ~~accounting~~all ~~principles~~operations ~~generally~~of ~~accepted~~My inPower ~~the~~Solutions, ~~United~~Inc. ~~States~~in ofSouth ~~America~~Africa. ~~and~~With ~~the~~a ~~rules~~lack ~~and~~of ~~regulations~~significant ofrevenues ~~the~~and ~~United~~higher ~~States~~than ~~Securities~~expected ~~and~~expenses ~~Exchange~~due ~~Commission~~to ~~for~~training ~~interim~~on-the-ground ~~financial~~personnel ~~information~~ and ~~with~~ the ~~instructions~~implementation toof ~~Form~~solar ~~10-Q~~installations, ~~and~~plus ~~Article~~the 8instability of ~~Regulation~~the ~~S-X.~~political ~~Accordingly~~environment, ~~they~~the ~~may~~established ~~not~~operating ~~include~~structure ~~all~~and ~~the~~initial ~~information~~business ~~and~~plan ~~footnotes~~was ~~necessary~~not ~~for~~sustainable. aThe ~~comprehensive~~decision ~~presentation~~to ofcease ~~financial~~the ~~position,~~operations ~~results~~ of ~~operations~~My orPower ~~cash~~Solutions, ~~flows~~Inc. Itin isrural ~~management's~~South ~~opinion,~~African ~~however,~~communities represents a strategic shift that ~~all~~impacts ~~material~~the ~~adjustments~~Company’s ~~(consisting~~financial ofreporting ~~normal~~and ~~recurring~~results. ~~adjustments)~~As ~~have~~such, ~~been~~My ~~made~~Power ~~which~~Solutions, ~~are~~Inc. ~~necessary~~in ~~for~~South aAfrica ~~fair~~has ~~financial~~been ~~statement~~classified ~~presentation~~as a discontinued operation.

~~The~~Because ~~unaudited~~it ~~interim~~has ~~consolidated~~been ~~financial~~classified ~~statements~~as ~~should~~a bediscontinued ~~read~~operation, inthe ~~conjunction~~balance ~~with~~sheet ~~the~~amounts ~~Company’s~~and ~~Form~~results ~~10-K~~of operations for My Power Solutions, ~~which~~Inc. ~~contains~~in ~~the~~South ~~audited~~Africa ~~financial~~have ~~statements~~been ~~and~~reclassified ~~notes~~from ~~thereto,~~their ~~together~~historical ~~with~~presentation ~~Management’s~~to ~~Discussion~~assets and ~~Analysis~~liabilities of ~~Financial~~discontinued ~~Condition~~operation on the Consolidated Balance Sheets and ~~Results~~to discontinued operation on the Consolidated Statements of Operations and Comprehensive Loss, respectively, for ~~the~~all ~~year~~periods ~~ended~~presented. ~~August~~Losses ~~31,~~associated ~~2017~~with impairment of assets are recorded in discontinued operation in the period of the disposal. The ~~interim~~Consolidated ~~results~~Statements ~~for~~of ~~the~~Cash ~~nine~~Flows ~~months~~has ~~ended~~also ~~May~~been ~~31,~~reclassified ~~2018~~for ~~are~~assets, ~~not~~liabilities ~~necessarily~~and ~~indicative~~results of ~~results~~the discontinued operation for ~~the~~all ~~full~~periods ~~fiscal~~presented. ~~year~~See Note 10 for more details regarding the discontinued operation.

~~The~~7 ~~unaudited~~Table ~~consolidated financial statements include the accounts~~ of Poverty Dignified, Inc., My Power Solutions, Inc. and Africhise, Inc. These entities are collectively referred herein to as Poverty Dignified, or the Company. All significant intercompany accounts and transactions have been eliminated in consolidation.Contents

~~Since~~NOTE it2 ~~has~~- ~~been~~GOING ~~classified~~CONCERN asAND aPLAN ~~discontinued~~OF ~~operation,~~OPERATION the balance sheet amounts and results of operations for My Power Solutions, Inc. in South Africa have been reclassified from their historical presentation to assets and liabilities of discontinued operation on the Consolidated Balance Sheets and to discontinued operation on the Consolidated Statements of Operations and Comprehensive Loss, respectively, for all periods presented. Losses associated with impairment of assets are recorded in discontinued operation in the period of the disposal. The Consolidated Statements of Cash Flows has also been reclassified for assets, liabilities and results of the discontinued operation for all periods presented. See Note 9 for more details regarding the discontinued operation.

Going Concern

The accompanying 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. As of ~~May~~November 3130, 2018, the Company had cash of $192,~~956~~815, a working capital deficit of $2,~~449~~976,~~181~~361 and a stockholders’ deficit of $2,~~450~~976,~~210~~361. The Company has incurred net losses from start-up costs and minimal operations since inception to ~~May~~November 3130, 2018 and has ceased operations of its subsidiary, My Power Solutions, Inc. in South Africa. As a result, as of ~~May~~November 3130, 2018, these issues raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

7The ~~Table~~Company needs to generate revenues or must raise additional capital, reduce expenses and curtail cash outflows in order to be able to accomplish its business plan. In the interim, the Company intends to accrue for management salaries and defer certain payments. The Company’s $3,077,976 of ~~Contents~~total liabilities at November 30, 2018 includes $1,114,207 of notes payable to a related party, $1,089,950 of accrued payroll expenses due to Company management, and $6,725 due to an officer of the Company, all of which we can continue to delay payment. During the three months ended November 30, 2018, we received net proceeds totaling $147,250 from two convertible notes payable. The first payments on these notes are due in March 2019. Additionally, these notes can be repaid through conversion into the Company’s common stock. Unless we achieve revenue and obtain equity or debt financing as described below, we do not believe we currently have the capabilities and available resources to continue for the next twelve months.

~~The~~To ~~Company’s~~continue ~~$2,459,768~~as ofa ~~total~~going ~~liabilities~~concern atand ~~May~~achieve 31a profitable level of operations, ~~2018~~we ~~includes~~will ~~$94~~need,~~892~~ ofamong ~~convertible~~other ~~notes~~things, ~~that~~additional ~~were~~capital ~~repaid~~resources. ~~subsequent~~Management’s plan to ~~May~~continue ~~31,~~as ~~2018.~~a ~~Additionally,~~going itconcern includes ~~$1,055,630~~generating ofrevenue ~~notes~~through ~~payable~~operations toand asecuring ~~related~~additional ~~party,~~debt ~~$937~~and/or equity financing. However,~~775~~ ofwe ~~accrued~~may ~~payroll~~not ~~expenses~~be ~~due~~successful toin ~~Company~~accomplishing ~~management~~any ~~and~~of ~~$6,725~~our ~~due~~plans to anraise ~~officer~~additional ofinvestment ~~the~~capital ~~Company,~~or ~~all~~generate ofrevenue ~~which~~through weoperations. ~~can~~Our ~~continue~~ability ~~delay~~to ~~payment.~~continue Onas ~~June~~a ~~21,~~going ~~2018,~~concern weis ~~received~~dependent ~~net~~upon ~~proceeds~~management’s ~~totaling~~ability ~~$125,000~~to ~~from~~successfully aimplement ~~convertible~~the ~~note~~plans ~~payable~~described above. AsManagement ~~such,~~cannot weprovide ~~believe~~any weassurance ~~have~~that ~~the~~unforeseen ~~capabilities~~circumstances ~~and~~that ~~available~~may ~~resources~~occur toat ~~continue~~any ~~for~~time within the next twelve months, ~~although~~or wethereafter, ~~cannot~~will ~~guarantee~~not increase the need for us to raise additional capital on an immediate basis. There can be no assurance that we will be able to docontinue soto raise funds in subsequent debt or equity financings, in which case the Company may be unable to meet its obligations and be forced to discontinue its efforts to develop its business.

Plan of Operation

As a renewable energy ~~Company~~company, Poverty Dignified remains committed to incubating solar technologies that establish electrification, education, connectivity and media distribution infrastructures in rural communities across the globe to empower the individual, community and local economy. Even though the Company recently announced the decision to withdraw all operations of its wholly owned subsidiary, My Power Solutions, Inc., in South Africa, it also announced that a new team has been assembled to lead the restructuring and recapitalization efforts of the Company’s continued expansion into Africa.

~~With~~In aMay ~~new leadership team now in place~~2018, ~~plans~~following ~~are~~an ~~being initialized to redirect the~~ operational ~~focus~~review, ~~away from~~ the ~~former~~Company ~~electrification~~decided ~~model of 20~~ to ~~100~~withdraw ~~homes~~all atoperations ~~a time, in favor~~ of ~~building~~My aPower ~~more robust infrastructure to provide “community-wide” solar and “community-wide” internet connectivity~~Solutions, ~~with an expanded capacity to power thousands of homes at a time~~Inc. ~~New plans call for recapitalization from private investors, and once obtained, this new cash infusion will enable the installation of a 9.9-Megawatt solar park to electrify a major informal settlement~~ in South Africa. ~~This~~In ~~new~~June ~~direction~~2018, ~~and recapitalization will accelerate~~ the ~~growth of the~~ Company ~~and~~established ~~ensure~~My ~~the~~Power ~~operational~~Solutions ~~capacity~~Bahamas, ~~to promote a redefined and strategic expansion on a much greater scale~~Inc. ~~The~~to ~~Company~~begin ~~plans~~offering arenewable ~~major~~energy ~~announcement~~solutions inthroughout ~~August to discuss in detail~~ the ~~Company’s~~Bahamas, ~~strategic~~but ~~refocus~~to ~~and~~date ~~proposed~~has ~~acquisitions~~no operations.

~~Risks~~NOTE ~~and~~3 ~~Uncertainties~~- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Poverty~~Use ~~Dignified’s activities are subject to significant risks and uncertainties, including failing to secure funding to execute its plan~~ of ~~operation.~~ Estimates

~~NOTE~~The 2preparation -of ~~SUMMARY~~consolidated OFfinancial ~~SIGNIFICANT~~statements ~~ACCOUNTING~~in ~~POLICIES~~conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of expenses in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Cash

The Company maintains funds in ~~various~~ financial institutions that are members of the Federal Deposit Insurance Corporation (“FDIC”). As such, funds are insured based on Federal Reserve limits. The Company has not experienced any losses in the past, and management believes it is not exposed to any significant credit risk on the current account balances. At times, cash balances may exceed insured limits.

The Company has determined that the functional currency of its foreign subsidiaries is the local currency. At ~~May~~November 3130, 2018 and August 31, ~~2017~~2018, the Company had no cash in foreign bank accounts ~~of $-0- and $5,107, respectively~~. ~~These foreign cash balances are included in current assets of discontinued operation.~~

~~Prepaid~~8 ~~Expenses~~Table ~~and~~of ~~Other Current Assets~~Contents

Prepaid ~~expenses~~Expenses and ~~other~~Other ~~current~~Current ~~assets consist of payments primarily related to a professional fee retainer, payroll advance and short-term deposits.~~Assets

8Prepaid ~~Table~~expenses and other current assets consist of ~~Contents~~payments primarily related to a professional fee retainer, payroll advance and short-term deposits.

Property and Equipment, Net

Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, generally between three and five years. As of ~~May~~November 3130, 2018, ~~property~~ and ~~equipment consists of computer equipment with a total cost of $1,607 and accumulated depreciation of $1,607. At~~ August 31, ~~2017~~2018, property and equipment consists of computer equipment ~~and solar equipment for containers~~ with a total cost of $551,~~673~~607 and accumulated depreciation ~~$2,168. The net book value~~ of ~~the solar equipment for containers of~~ $531,~~505~~607. atThere ~~August 31, 2017~~ was ~~classified~~no asdepreciation ~~an asset of the discontinued operation. Depreciation~~ expense ~~for~~during the three ~~and~~months ~~nine month periods~~ ended ~~May~~November 3130, 2018 ~~was minimal~~ and ~~is included in loss from discontinued operation. Depreciation expense for the three and nine month periods ended May 31,~~ 2017 ~~was $10 and $275, respectively~~.

The Company periodically evaluates the fair value of fixed assets whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. As a result of the discontinued operation in South Africa, during the ~~nine~~three ~~month~~months ~~period~~ ended ~~May~~November 3130, ~~2018~~2017, the solar equipment for containers was written down to its net realizable value of $-0- and the Company recognized a loss on impairment of $54,141.

Accrued Expenses

Accrued expenses are recorded when incurred and primarily consist of accrued interest on notes payable and amounts due for supplies and travel. Accrued payroll consists of salary amounts earned but deferred by the Company's management team.

Derivative Liabilities

The Company has certain financial instruments that contain embedded derivatives. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be accounted for separately. This accounting treatment requires that the carrying amount of any embedded derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to income or expense as part of gain or loss on extinguishment.

Revenue Recognition

The Company recognizes revenue once pervasive evidence that an agreement exists; the product and/or service have been rendered; the fee is fixed and determinable; and collection of the amount due is reasonably assured.

~~Revenue~~There are no revenues from ~~Continuing~~continuing ~~Operations~~or discontinued operations for the three months ended November 30, 2018 and 2017.

~~There are no revenues from continuing operations for the three and nine month periods ended May 31, 2018 and 2017.~~Advertising

~~Revenue~~Advertising ~~from~~expenditures ~~Discontinued~~are ~~Operation~~charged to expense as incurred and are included in general and administrative expense. Total advertising expense for the three months ended November 30, 2018 and 2017 was $102 and $0, respectively.

~~Revenue~~Fair ~~from~~Value ~~discontinued~~of ~~operation~~Financial ~~was earned the based on the following:~~Instruments

~~Initial Franchise Fees –~~ The Company’s ~~executed~~financial ~~franchise~~instruments ~~agreements~~consist ~~that~~primarily ~~set the terms~~ of ~~its~~cash, ~~arrangement~~prepaid ~~with~~expenses ~~each~~and ~~franchisee.~~other ~~The~~current ~~franchise agreements required the franchisee to pay an initial~~assets, ~~non-refundable~~current ~~fee~~assets of ~~$15,000.~~discontinued Initial franchise fee revenue from the sale of a franchise was recognized when the Company had substantially performed or satisfied all of its material obligations relating to the sale. Substantial performance occurred when the Company had (a) performed substantially all of its initial services required by the franchise agreementoperation, ~~such~~accounts ~~as assistance in site selection~~payable, ~~personnel~~accrued ~~training~~payroll ~~and implementation of an accounting and quality control system; and (b) completed all of its other material pre-opening obligations. Additionally~~expenses, ataccrued ~~the contract signing~~expenses, ~~the~~current ~~franchisee~~liabilities ~~was required to fund $90,000 for purchases~~ of ~~equipment,~~discontinued ~~inventory~~operation, ~~point~~derivative ~~of sale software and computer hardware~~liabilities, ~~furniture,~~convertible ~~fixtures~~notes and ~~décor~~notes ~~and~~payable. ~~signage~~The ~~and~~carrying ~~payment~~amounts of ~~import~~such ~~taxes~~financial ~~and~~instruments ~~freight~~approximate ~~costs.~~their ~~Revenue~~respective ~~for~~estimated ~~these~~fair ~~items~~value ~~was~~due ~~recognized~~to ~~upon delivery of~~ the ~~assets.~~short-term ~~The~~maturities ~~Company deferred revenue from the initial franchise fee~~ and ~~other~~approximate ~~amounts~~market ~~due~~interest atrates ~~contract~~of ~~signing~~these ~~until the respective revenue recognition milestones were met~~instruments.

Table of Contents

~~Continuing~~The ~~Royalty~~Company ~~Payments~~adopted –ASC ~~Royalities~~Topic of820, Fair ~~14%~~Value Measurements (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of ~~gross~~fair ~~revenues~~value which focuses on ~~authorized~~an ~~products~~exit ~~and~~price ~~services~~that ~~were~~would ~~recognized~~be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the ~~period~~measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in ~~which~~the ~~they~~valuation ~~were~~of ~~earned~~an asset or liability as of the measurement date.

~~Product~~The Revenue – Product revenue represented amounts earned for equipment delivered and set up by the Company for digital classroom purposes within schools in its franchise markets, but not included in the franchises themselves. For products that included installation, and if the installation met the criteria to be considered a separate element, product revenue was recognized upon delivery, and installation revenue was recognized when the installation was complete. For revenue that included customerthree-~~specified~~level ~~acceptance~~hierarchy ~~criteria, revenue was recognized after the acceptance criteria had been met. Certain of the Company’s products required specialized installation. Revenue~~ for ~~these~~fair ~~products~~value ~~was~~measurements ~~deferred~~is ~~until~~defined ~~installation~~as ~~was completed.~~follows:

~~There~~Level ~~are~~1 no– ~~revenues~~inputs ~~from~~to the ~~discontinued~~valuation ~~operation~~methodology ~~for~~are ~~the~~quoted ~~three~~prices ~~and~~(unadjusted) ~~nine~~for ~~month~~identical ~~period~~assets ~~ended~~or ~~May~~liabilities ~~31,~~in ~~2018.~~active ~~For~~markets; ~~the~~liabilities ~~three and nine month period ended May 31, 2017, revenues of $7,029 and $29,322 are included~~ in ~~loss~~active ~~from discontinued operation.~~markets;

~~Advertising~~Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active;

~~Advertising~~Level ~~expenditures~~3 ~~are~~– ~~charged~~inputs to ~~expense~~the asvaluation ~~incurred~~methodology ~~and~~ are ~~included~~unobservable ~~in general~~ and ~~administrative~~significant ~~expense.~~to ~~Total advertising expense for~~ the ~~three~~fair ~~and~~value nine month periods ended May 31, 2018 was $214. Total advertising expense for the three and nine month periods ended May 31, 2017 was $77 and $52,163, respectively, and is included in general and administrative expenses.measurement

~~Research~~The following table summarizes fair value measurements by level at November 30, 2018 and ~~Development~~August 31, 2018, measured at fair value on a recurring basis:

Research and development expenditures are charged to expense as incurred.

	Level 1		Level 2		Level 3		Total

November 30, 2018
Liabilities
Derivative liabilities	$	-	$	-	$	62,070	$	62,070

August 31, 2018
Liabilities
Derivative liabilities	$	-	$	-	$	56,220	$	56,220

~~Fair~~Income ~~Value of Financial Instruments~~Taxes

~~The~~Income ~~Company’s~~taxes ~~financial~~are ~~instruments~~accounted ~~consist~~for ~~primarily~~under ofthe ~~cash,~~asset ~~prepaid~~and ~~expense,~~liability ~~deferred~~method. ~~financing~~Deferred ~~cost,~~tax ~~accounts~~assets ~~payable~~ and ~~accrued~~ liabilities, ~~accrued~~are ~~expenses,~~recognized ~~convertible~~for ~~notes~~the ~~and~~future ~~notes~~tax ~~payable.~~consequences ~~The~~attributable to differences between the financial statement carrying amounts of ~~such~~existing ~~financial~~assets ~~instruments~~and ~~approximate~~liabilities and their respective ~~estimated~~tax ~~fair~~bases ~~value~~and ~~due~~operating toloss ~~the~~and ~~short~~tax credit carry-~~term~~forwards. ~~maturities~~Deferred tax assets and ~~approximate~~liabilities ~~market~~are ~~interest~~measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of ~~these~~a ~~instruments~~change in tax rates is recognized in income in the period that includes the enactment date.

~~The~~When ~~Company~~tax ~~adopted~~returns ~~ASC~~are ~~Topic 820~~filed, ~~Fair~~ ~~Value~~it ~~Measurements (“ASC~~is ~~Topic~~highly ~~820”),~~certain ~~which~~that ~~defines~~some ~~fair~~positions ~~value,~~taken ~~establishes~~would abe ~~framework~~sustained ~~for~~upon ~~measuring~~examination ~~fair~~by ~~value,~~the ~~and~~taxing ~~expands~~authorities, ~~disclosures~~while ~~about~~others ~~fair~~are ~~value~~subject ~~measurements.~~to ~~The~~uncertainty ~~standard~~about ~~provides~~the amerits ~~consistent definition~~ of ~~fair~~the ~~value~~position ~~which~~taken ~~focuses~~or onthe anamount ~~exit~~of ~~price~~the position that would be ~~received~~ultimately ~~upon~~sustained. ~~sale~~The benefit of ana ~~asset~~tax orposition ~~paid~~is torecognized ~~transfer~~in athe ~~liability~~consolidated financial statements in anthe ~~orderly~~period ~~transaction~~during ~~between~~which, ~~market~~based ~~participants~~on atall ~~the~~available ~~measurement~~evidence, ~~date.~~management ~~The~~believes ~~standard~~it ~~also~~is ~~prioritizes,~~more ~~within~~likely than not that the ~~measurement~~position ofwill ~~fair~~be ~~value~~sustained upon examination, including the ~~use~~resolution of ~~market-based~~appeals ~~information~~or ~~over~~litigation ~~entity~~processes, ~~specific~~if ~~information~~any. ~~and~~Tax ~~establishes~~positions ataken ~~three-level~~are ~~hierarchy~~not ~~for~~offset ~~fair~~or ~~value~~aggregated ~~measurements~~with ~~based~~other onpositions. Tax positions that meet the ~~nature~~more-likely-than-not ofrecognition ~~inputs~~threshold ~~used~~are inmeasured as the ~~valuation~~largest amount of antax ~~asset~~benefit orthat ~~liability~~is asmore than 50 percent likely of being realized upon settlement with the ~~measurement~~applicable ~~date~~taxing authority.

~~The~~10 ~~three-level~~Table ~~hierarchy~~of ~~for fair value measurements is defined as follows:~~Contents

~~Level~~The 1portion –of ~~inputs~~the tobenefits associated with tax positions taken that exceeds the ~~valuation~~amount ~~methodology~~measured ~~are~~as ~~quoted~~described ~~prices~~above ~~(unadjusted)~~is ~~for~~reflected ~~identical~~as ~~assets~~a orliability ~~liabilities~~for unrecognized tax benefits in ~~active~~the ~~markets;~~accompanying ~~liabilities~~consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits would be classified as additional income taxes in ~~active~~the ~~markets;~~consolidated statements of income. No interest or penalties were recognized for the years ended August 31, 2018 or 2017.

~~Level~~Tax 2years –2015 ~~inputs~~and toforward ~~the~~remain ~~valuation~~open ~~methodology~~to ~~include~~examination ~~quoted~~under ~~prices~~United ~~for~~States ~~similar~~statute ~~assets~~of ~~and~~limitations. ~~liabilities~~Management inis ~~active~~not ~~markets,~~aware ~~and~~of ~~inputs~~any ~~that~~material ~~are~~uncertain ~~observable~~tax ~~for~~positions ~~the~~and ~~asset~~no or liability ~~other~~has ~~than~~been ~~quoted~~recognized ~~prices,~~at ~~either~~November ~~directly or indirectly~~30, ~~including~~2018 ~~inputs in markets that are not considered to be active;~~ or ~~directly~~August or31, ~~indirectly including inputs in markets that are not considered to be active;~~2018.

~~Level~~Earnings 3Per ~~– inputs to the valuation methodology are unobservable and significant to the fair value measurement~~Share

10Basic ~~Table~~earnings per share are computed based on the weighted-average number of ~~Contents~~common shares outstanding during each year, while diluted earnings per share are based on the weighted-average number of common shares and common share equivalents outstanding.

~~The~~Foreign ~~following~~Currency ~~table summarizes fair value measurements by level at May 31, 2018 and August 31, 2017, measured at fair value on a recurring basis:~~Translation

May 31, 2018	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Liabilities	$	-	$	-	$	37,318	$	37,318
August 31, 2017	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Liabilities	$	-	$	-	$	-	$	-

For financial reporting purposes, the functional currency of the discontinued foreign operation of My Power Solutions, Inc. is the local currency. The assets and liabilities of the discontinued foreign operation for which the local currency is the functional currency are translated into the U.S. dollar at the exchange rate in effect at the balance sheet date, while revenues and expenses are translated at average exchange rates during the period. The accumulated foreign currency translation adjustment is presented as a component of accumulated other comprehensive loss in the consolidated statement of changes in stockholders’ equity (deficit).

~~Income Taxes~~Reclassifications

~~Income~~Certain ~~taxes~~amounts ~~are~~in ~~accounted for under~~ the ~~asset~~prior ~~and~~period ~~liability~~have ~~method.~~been ~~Deferred~~reclassified ~~tax~~to ~~assets~~conform ~~and~~to ~~liabilities are recognized for~~ the ~~future~~current ~~tax~~period ~~consequences~~presentation, ~~attributable~~including tothose ~~differences~~of ~~between~~ the ~~financial~~discontinued ~~statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards~~operation. ~~Deferred~~These ~~tax~~reclassifications ~~assets~~had ~~and~~no ~~liabilities~~impact ~~are~~on ~~measured~~previously ~~using~~reported ~~enacted~~stockholders’ ~~tax~~deficit ~~rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered~~ or ~~settled.~~net ~~The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date~~loss.

~~When~~Recent ~~tax~~Accounting returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority.Pronouncements

The ~~portion~~Company ofhas ~~the~~reviewed ~~benefits~~all ~~associated~~recently ~~with~~issued, ~~tax~~but ~~positions~~not ~~taken~~yet ~~that~~effective, ~~exceeds~~Accounting ~~the~~Standards ~~amount~~Updates ~~measured~~(ASU) asissued ~~described~~by ~~above~~the isFinancial ~~reflected~~Accounting asStandards aBoard ~~liability~~(FASB) ~~for~~and ~~unrecognized~~does ~~tax~~not ~~benefits~~believe in the ~~accompanying~~future ~~consolidated~~adoption ~~balance~~of ~~sheets along with~~ any ~~associated~~such ~~interest~~pronouncements ~~and~~may ~~penalties that would~~ be ~~payable~~expected to ~~the~~cause ~~taxing~~a ~~authorities~~material ~~upon~~impact ~~examination.~~on ~~Interest~~its ~~and~~financial ~~penalties~~condition ~~associated~~or ~~with unrecognized tax benefits would be classified as additional income taxes in~~ the ~~consolidated~~results ~~statements~~ of ~~income~~operations. ~~No interest or penalties were recognized for the nine months ended May 31, 2018 or 2017.~~

~~Tax~~NOTE 4 ~~years~~- ~~2015~~STOCKHOLDERS’ ~~and~~EQUITY forward remain open to examination under United States statute of limitations. Management is not aware of any material uncertain tax positions and no liability has been recognized at May 31, 2018 or August 31, 2017.(DEFICIT)

~~Earnings~~In ~~Per~~September ~~Share~~2013, the Company authorized the issue of 100,000,000 shares of common stock and 10,000,000 shares of preferred stock at a par value of $.0001. There is a total of 11,396,152 and 10,107,394 shares of common stock issued and outstanding at November 30, 2018 and August 31, 2018, respectively. Preferred stockholders could receive preferential treatment relative to declared dividends, should there be any, and to distributions upon a liquidation event. As of November 30, 2018, no preferred stock has been issued.

~~Basic~~Since ~~earnings~~incorporation, the Company has raised capital through private sales of its common stock. In its private placement memorandum dated January 2014 and closed November 2014, the Company raised $1,182,180 for its operations, research and development, and marketing of its franchise opportunities. Since our original Private Placement Offering was not sufficient to capitalize the Company, Poverty Dignified, Inc. conducted a Private Investment in Public Equity transaction, in which the Company offered 1,000,000 unregistered shares to accredited investors at a discounted price of $0.75 per share ~~are~~to ~~computed~~raise ~~based~~an onadditional $750,000 of growth capital. Under this offering, the ~~weighted-average~~Company ~~number~~sold 999,970 shares of common stock for proceeds of $749,977, including 784,302 shares ~~outstanding~~of common stock for proceeds of $588,226 during ~~each~~the year ended August 31, ~~while~~2017. ~~diluted~~Poverty ~~earnings~~Dignified, Inc. is currently conducting a private placement offering pursuant to a private placement memorandum, in which the Company is offering 2,000,000 shares at a price of $1.50 per share ~~are~~to ~~based~~raise onan additional $3,000,000 in growth capital. Pursuant to this private placement memorandum, the ~~weighted-average~~Company ~~number~~has the option to sell shares at a price lower than the $1.50 per share. Through August 31, 2017, under this private placement memorandum, the Company issued 144,000 shares of common ~~shares~~stock at a discounted price of $0.75 per share for proceeds of $108,000 and issued 49,700 shares of common stock at the offering price of $1.50 per share ~~equivalents~~for ~~outstanding~~proceeds of $74,550. During the year ended August 31, 2018, the Company issued 10,800 shares at a discounted price of $0.75 per share and 6,000 shares at a price of $1.50 for total proceeds of $17,100.

~~Foreign~~11 ~~Currency~~Table ~~Translation~~of Contents

~~For~~As ~~financial~~of ~~reporting~~November ~~purposes~~30, ~~the~~2018, ~~functional currency~~ of ~~the~~our ~~discontinued~~11,396,152 ~~foreign~~outstanding ~~operation~~shares of Mycommon ~~Power~~stock, ~~Solutions~~8,204,758 ~~Inc.~~shares iswere ~~the~~issued ~~local~~to ~~currency.~~various ~~The~~stockholders ~~assets~~in ~~and~~exchange ~~liabilities~~for ofservices ~~the~~and/or ~~discontinued~~under ~~foreign~~restricted ~~operation~~stock ~~for~~agreements. ~~which~~Relative ~~the~~to ~~local~~those ~~currency~~shares, issince inception, the ~~functional~~Company ~~currency~~has ~~are~~recognized ~~translated~~total ~~into~~expense ~~the~~of U$6,524,029.S. ~~dollar~~During at the ~~exchange~~three ~~rate~~months inended ~~effect~~November at30, 2018, the ~~balance~~Company ~~sheet~~issued ~~date~~1,288,758 ~~while~~shares ~~revenues~~for ~~and~~stock ~~expenses~~compensation ~~are~~expense ~~translated~~of ~~at average exchange rates during the period~~$200,957. ~~The~~There ~~accumulated~~were ~~foreign~~no ~~currency~~shares ~~translation~~issued ~~adjustment~~for isstock ~~presented~~compensation asexpense aduring ~~component of accumulated other comprehensive loss in~~ the ~~consolidated~~three ~~statement~~months ofended ~~changes~~November in30, ~~stockholders’ equity (deficit)~~2017.

11NOTE ~~Table~~5 of– ~~Contents~~COMMITMENTS AND CONTINGENCIES

~~Reclassifications~~The Company had a lease for the office of its discontinued operation in South Africa that expired in the Company’s fiscal fourth quarter 2018.

~~Certain~~Based ~~amounts~~on ina recent performance review by Poverty Dignified Inc.’s Board of Directors, the ~~prior~~decision ~~period~~was made to withdraw all operations of its wholly owned subsidiary, My Power Solutions, Inc., in South Africa. As a result, My Power Solutions South African employees and consultants have ~~been~~filed ~~reclassified~~a todispute ~~conform~~with The toCommission for Conciliation, Mediation and Arbitration (“CCMA”) in South Africa. As the ~~current~~Company ~~period~~winds ~~presentation~~down its local operations in South Africa, ~~including~~legal ~~those~~counsel has confirmed that the creditors of the ~~discontinued~~Company ~~operation.~~will ~~These~~only ~~reclassifications~~have ~~had~~claims noagainst ~~impact~~the oninsolvent ~~previously~~estate ~~reported~~of ~~stockholders’~~the ~~deficit~~local external company and not against My Power Solutions, Inc. or ~~net~~Poverty ~~loss~~Dignified Inc in the United States. It is therefore management’s position that there is no probable recourse that will have an adverse effect on Poverty Dignified, Inc.

~~Recent~~NOTE ~~Accounting~~6 ~~Pronouncements~~– CONVERTIBLE NOTES PAYABLE

~~The~~On December 21, 2017, the Company ~~has~~entered ~~reviewed~~into ~~all~~a ~~recently~~Securities ~~issued,~~Purchase ~~but~~Agreement ~~not~~whereby ~~yet~~Crown ~~effective~~Bridge Partners, ~~Accounting~~LLC ~~Standards~~wished ~~Updates~~to ~~(ASU)~~purchase ~~issued~~from bythe Company securities consisting of the ~~Financial~~Company’s ~~Accounting~~8% ~~Standards~~convertible ~~Board~~notes payable for an aggregate principal amount of up to $120,000. As additional consideration, the Company issued a Common Stock Purchase Warrant (~~FASB~~the “Warrant”) ~~and~~for ~~does~~32,000 ~~not~~shares ~~believe~~at ~~the~~an ~~future~~exercise ~~adoption~~price of ~~any~~$1.25 ~~such~~over ~~pronouncements~~an ~~may~~exercise beperiod ~~expected~~of 5 years. Due to ~~cause~~the aprovisions ~~material~~of ~~impact~~the onWarrant, ~~its~~the ~~financial~~Warrant ~~condition~~was orclassified as a derivative warrant liability, the ~~results~~fair value of ~~operations~~which was determined using the Black-Scholes valuation model. On May 11, 2018, the Company repaid the convertible note payable. However, the warrant remains outstanding and the derivative liability associated with it was valued at $2,665 and $7,086 at November 30, 2018 and August 31, 2018, respectively.

~~NOTE~~On June 21, 2018, the Company issued a convertible note to Power Up Lending Group, LTD. for $128,000. The note bears interest at 12%, matures on March 30, 2019, and is convertible into common stock at 58% of the lowest 3 -closing ~~STOCKHOLDERS~~market prices of the previous 10 trading days prior to conversion. The Company also recorded a $3,000 debt discount due to issuance fees. The holder’s ~~EQUITY~~conversion ~~(DEFICIT)~~option under the note does not become active until 180 days after the issuance date.

InOn ~~September~~July ~~2013~~13, 2018, the Company ~~authorized~~entered into a Securities Purchase Agreement whereby, EMA Financial, LLC agreed to purchase from the ~~issue~~Company a 10% convertible note for a principal amount of ~~100~~$83,~~000~~500. On July 13,~~000~~ ~~shares~~2018, ofthe ~~common~~Company ~~stock~~issued ~~and~~a 10convertible promissory note to EMA Financial,~~000~~ LLC for $81,~~000~~830 ~~shares~~in ofproceeds, ~~preferred~~after ~~stock~~a $1,670 original issue discount. The note matures on April 12, 2019. The note is convertible at a ~~par~~conversion ~~value~~price of 50% of the lowest trading price during the 10 days prior to the conversion date. At the closing, the Company paid closing costs and a consulting fee totaling $7,340.~~0001.~~ ~~There~~Accordingly, isthe Company recorded a ~~total~~debt discount of $9,~~497~~010. At issuance,~~394~~ the holder’s option to convert was active and 8the Company recorded a derivative liability of $48,~~511~~702,~~850~~ ~~shares~~in which the fair value of ~~common~~the ~~stock~~embedded ~~issued~~derivative ~~and~~was ~~outstanding~~determined atusing ~~May~~the ~~31,~~Black-Scholes ~~2018~~valuation ~~and~~model. ~~August~~The ~~31,~~derivative ~~2017,~~liability ~~respectively~~was attributed to debt discount. ~~Preferred~~The ~~stockholders~~debt ~~could~~discount ~~receive~~is ~~preferential~~amortized ~~treatment~~over ~~relative~~the toterm ~~declared~~of ~~dividends,~~the ~~should~~note ~~there~~or beto ~~any~~the date of conversion, and tothe ~~distributions~~derivative ~~upon~~liability ais ~~liquidation~~revalued ~~event~~at each conversion or reporting date to fair value. AsAny ofchange ~~May~~in ~~31,~~fair ~~2018,~~value nois ~~preferred~~credited ~~stock~~or ~~has~~charged ~~been~~to ~~issued~~the statement of operations in the period.

~~Since~~12 ~~incorporation,~~Table ~~the Company has raised capital through private sales~~ of its common stock. In its private placement memorandum dated January 2014 and closed November 2014, the Company raised $1,182,180 for its operations, research and development, and marketing of its franchise opportunities. Since our original Private Placement Offering was not sufficient to capitalize the Company, Poverty Dignified, Inc. conducted a Private Investment in Public Equity transaction, in which the Company offered 1,000,000 unregistered shares to accredited investors at a discounted price of $0.75 per share to raise an additional $750,000 of growth capital. Under this offering, the Company sold 999,970 shares of common stock for proceeds of $749,977, including 784,302 shares of common stock for proceeds of $588,226 during the year ended August 31, 2017. Poverty Dignified, Inc. is currently doing a Private Placement Memorandum, in which the Company is offering 2,000,000 shares at a price of $1.50 per share to raise an additional $3,000,000 in growth capital. In this Private Placement Memorandum, the Company has the option to sell shares at a price lower than the $1.50 per share. Through August 31, 2017, under this Private Placement Memorandum, the Company issued 144,000 shares of common stock at a discounted price of $0.75 per share for proceeds of $108,000 and issued 49,700 shares of common stock at the offering price of $1.50 per share for proceeds of $74,550. During the nine months ended May 31, 2018, the Company issued 10,800 shares at a discounted price of $0.75 per share and 6,000 shares at a price of $1.50 for total proceeds of $17,100.Contents

AsOn ofSeptember ~~May 31~~27, 2018, ofthe ~~our~~Company ~~9,497,394~~issued ~~outstanding~~a ~~shares~~convertible ofnote ~~common~~to ~~stock~~Power Up Lending Group, 6LTD. for $53,~~381,~~000. ~~shares~~The ~~were~~note ~~issued~~bears tointerest ~~various~~at ~~stockholders~~12%, inmatures ~~exchange~~on ~~for~~July ~~services~~15, 2019, and~~/or~~ ~~under~~is ~~restricted~~convertible ~~stock~~into ~~agreements.~~common ~~Relative~~stock toat ~~those~~58% ~~shares,~~of ~~since inception,~~ the ~~Company~~lowest ~~has~~3 ~~recognized~~closing ~~total~~market ~~expense~~prices of ~~$6,195,157. During~~ the ~~nine~~previous ~~months~~10 ~~ended~~trading ~~May~~days ~~31,~~prior ~~2018,~~to ~~the~~conversion. The Company ~~issued~~also ~~275~~recorded a $3,000 ~~shares~~debt ~~for~~discount ~~stock~~due ~~compensation~~to ~~expense~~issuance ~~of $114,750~~fees. ~~During~~The ~~the~~holder’s ~~nine~~conversion ~~months~~option ~~ended~~under ~~May~~the ~~31,~~note ~~2017,~~does ~~the~~not ~~Company~~become ~~issued~~active ~~150,000~~until ~~shares~~180 ~~for~~days ~~stock~~after ~~compensation~~the ~~expense~~issuance ~~of $112,500~~date.

~~NOTE~~On 4November –6, ~~COMMITMENTS~~2018, ~~AND~~the ~~CONTINGENCIES~~Company entered into a Securities Purchase Agreement whereby Auctus Fund, LLC agreed to purchase from the Company a 12% convertible note for a principal amount of $111,000. On November 6, 2018, the Company issued a convertible promissory note to Auctus Fund, LLC for $97,250 in proceeds, after a $13,750 reduction for issuance fees. The note matures on August 6, 2019. The note is convertible at a conversion price of 55% of the lowest trading price during the 25-day period ending one trading day prior to the date of the conversion notice. At the closing, the Company paid closing costs and fees totaling $6,000. Accordingly, the Company recorded a debt discount of $19,750. At issuance, the holder’s option to convert was active and the Company recorded a derivative liability of $15,063, in which the fair value of the embedded derivative was determined using the Black-Scholes valuation model. The derivative liability was attributed to debt discount. The debt discount is amortized over the term of the note or to the date of conversion, and the derivative liability is revalued at each conversion or reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

The ~~Company~~following ~~maintains~~table asummarizes ~~month to month lease on its corporate headquarters location. The Company has a lease for~~ the ~~office~~balances of ~~its~~convertible ~~discontinued~~notes ~~operation in South Africa that expires in the Company’s fiscal fourth quarter, under which the remaining commitment is not significant.~~payable:

Based on a recent performance review by Poverty Dignified Inc.’s Board of Directors, and disclosed in the Company’s 8-K filing on June 19, 2018, the decision was made to withdraw all operations of its wholly owned subsidiary, My Power Solutions, Inc., in South Africa. As a result, there are pending disputes filed with the Commission for Conciliation, Mediation and Arbitration (CCMA) in South Africa. As the Company winds down its operations in South Africa, legal counsel has confirmed with management that any potential creditors including employees, vendors, consultants, contractors or other persons who may have claims against the Company, will be able to lodge the same with the appointed liquidator. The Company’s legal Counsel further stated that in their opinion it is not probable that the creditors will have claims against Poverty Dignified, Inc.

	November 30,		August 31,
	2018		2018

Power Up Lending Group, LTD	$	126,667	$	125,667
EMA Financial, LLC		47,430		33,002
Power Up Lending Group, LTD		50,667		-
Auctus Fund, LLC		80,055		-

Convertible notes payable, net of discount	$	304,819	$	158,669

12Amortization ~~Table~~ of ~~Contents~~the debt discounts recorded as interest expense during the three months ended November 30, 2018 and 2017 totaled $19,963 and $40,293, respectively.

NOTE 57 – ~~CONVERTIBLE~~DERIVATIVE ~~NOTES PAYABLE~~LIABILITIES

OnThe ~~April 13, 2017, the~~ Company ~~entered~~analyzed ~~into a Securities Purchase Agreement whereas, Peak One Opportunity Fund, L.P. (~~the ~~"buyer")~~warrant wishes to purchase from the Company securities consisting of the Company’s convertible debentures due three years from issuance for an aggregate principal amount of up to $400,000 (which includes an aggregate purchase price of $370,000 and anbeneficial ~~original~~conversion ~~issue~~features ~~discount~~ (~~"OID") of $30,000) (the~~ “~~Debentures“~~BCF”). ~~The~~for ~~Debentures~~derivative ~~are~~accounting toconsideration beunder ~~issued~~ASC ~~in three tranches. On April 21~~815, ~~2017,~~“Derivatives ~~the~~and ~~Company issued the first (the "Signing Debenture") of the three Debentures amounting to $100~~Hedging,~~000 of principal~~ ” and adetermined ~~$10,000~~that ~~OID. The Signing Debenture matures on April 21, 2020. At closing,~~ the ~~Company~~Warrant ~~paid~~was a ~~commitment~~derivative ~~fee~~warrant toliability ~~the buyer of $2,500~~ and ~~paid~~that the ~~buyer’s legal costs of $2,500, resulting in net proceeds of $85,000. The debenture was convertible at a~~ conversion ~~price~~options of $1.50 up to 180 days. After 180 days, the conversion price is the lesser of (a) $1.50 or (b) sixty five percent (65%) of the lowest closing bid price of the common stock for the twenty (20) trading days immediately preceding the date of the date of conversion of the Debentures. As additional consideration, the Company issued 30,000 shares of common stock to Peak One Investments, LLC (the General Partner of the buyer) upon execution of this agreement. In relation to this transaction, the Company also incurred deferred finance costs totaling $2,500 for legal fees and commitment fees and $8,500 for a due diligence fee. Accordingly, the Company recorded debt discount of $41,379 related to the restricted shares issued, based on ~~the~~convertible ~~relative~~notes ~~fair~~payable ~~value~~become ~~allocation~~derivatives ofat the ~~net~~point ~~proceeds between~~ the ~~face value of debentures and the fair value of the restricted shares and deferred finance costs of $11,000. During the nine months ended May 31, 2018, the~~ holder’s option to convert ~~became~~becomes active and ~~the~~there Company recorded a derivative liability of $116,364, in which the fair value of the embedded derivative was determined using the Black-Scholes valuation model. A portion of the derivative liability was attributed to debt discount, with the remaining amount recorded as a loss on valuation of derivative liabilities. The debt discount is ~~amortized~~active ~~over~~trading ~~the term~~ of the note or to the date of conversion, and the derivative liability is revalued at each conversion or reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. During the nine months ended May 31, 2018, the holder effected five conversions for a total of 393,744 shares to extinguish a portion of the long-term convertible debenture. As a result, the Company’s ~~recorded a loss on extinguishment of debt of $81,795~~stock.

OnThe ~~April~~Company ~~24,~~determined ~~2017,~~our ~~the~~derivative ~~Company~~liabilities ~~entered~~to ~~into~~be a ~~Securities~~Level ~~Purchase~~3 ~~Agreement~~fair ~~whereas,~~value ~~Auctus~~measurement ~~Fund,~~and ~~LLC~~used (the ~~"buyer")~~Black-Scholes ~~wishes~~pricing model to ~~purchase~~calculate ~~from~~ the ~~Company~~fair avalue ~~10%~~as ~~convertible note for a principal amount~~ of ~~$65,000.~~November ~~On April 24~~30, ~~2017,~~2018 ~~the~~and ~~Company~~August ~~issued a convertible promissory note (the “note”) to the buyer for $65~~31,~~000~~ ~~in proceeds~~2018. The ~~note~~Black-Scholes ismodel ~~convertible~~requires atsix abasic ~~conversion~~data ~~price~~inputs: of the ~~lesser~~exercise ~~of (i) 50% of lowest trading price during the 25 days prior to the date of the note~~ or ~~(ii)~~strike ~~50% of the lowest trading~~ price, ~~during~~time ~~the 25 days prior~~ to ~~the conversion date. At the closing~~expiration, the ~~Company~~risk-free ~~paid~~interest ~~legal and compliance fees of $2~~rate,~~750,~~ ~~a management fee to an affiliate of~~ the ~~buyer~~current ofstock $5price,~~500~~ ~~and~~the aestimated ~~due~~volatility ~~diligence fee~~ of ~~$5,675 to~~ the ~~group~~stock ~~that~~price ~~introduced~~in the ~~Company to the buyer. Accordingly~~future, ~~the~~and ~~Company recorded a debt discount of $65,000, with $51,075 attributable to~~ the ~~allocation~~dividend ~~to the beneficial conversion feature and $13,925 related to deferred finance costs~~rate. ~~During~~Changes ~~the six months ended February 28, 2018, the holder’s option~~ to ~~convert~~these ~~became~~inputs ~~active~~could ~~and~~produce ~~the Company recorded~~ a ~~derivative~~significantly ~~liability~~higher ofor ~~$68,506,~~lower infair ~~which~~value ~~the~~measurement. The fair value of ~~the~~each ~~embedded~~convertible ~~derivative~~note ~~was~~is ~~determined~~estimated using the Black-Scholes valuation model. ~~A portion of the derivative liability was attributed to debt discount, with the remaining amount recorded to reclassify the beneficial conversion feature.~~ The ~~debt~~following ~~discount~~weighted-average isassumptions ~~amortized~~were ~~over~~used ~~the term of the note or to the date of conversion, and the derivative liability is revalued~~ at ~~each~~November ~~conversion or reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. During the nine months ended May 31~~30, 2018, the holder effected five conversions for a total of 300,000 shares to extinguish a portion of the convertible note payable. As a result, the Company recorded a loss on extinguishment of debt of $86,636. The convertible note payable to Auctus Fund, LLC matured on January 5, 2018 but was not repaid at that date. Under the terms of the note agreement, the failure to pay the outstanding balance on the note by the maturity date constitutes an event of default. Due to the event of default, the outstanding principal amount increased by $15,000, the interest rate increased to 24% and ~~the~~August ~~unpaid principal and accrued interest increased to 150% of the previous outstanding amount. As such, the Company has recorded a debt default penalty expense of $46,288 for the nine months ended May~~ 31, 2018.:

On November 15, 2017, the Company issued a convertible note to Power Up Lending Group, LTD. for $48,000. The note bears interest at 12%, matures on August 20, 2018, and is convertible into common stock at 58% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion. The Company also recorded a $3,000 debt discount due to issuance fees. The holder’s conversion option under the note does not become active until 180 days after the issuance date. On May 11, 2018, the Company repaid the convertible note payable, including a prepayment percentage of 140% of the outstanding balance. As a result, the Company recorded a loss on debt prepayment of $21,077.

	November 30,	August 31,
	2018	2018

Expected term	0.364-4.06 years	0.614-4.31 years
Expected average volatility	83.29%-128.47%	85.45%-130.21%
Expected dividend yield	0.00%	0.00%
Risk-free interest rate	2.37%-2.84%	2.46%-2.74%

Table of Contents

On November 15, 2017, the Company entered into a Securities Purchase Agreement whereas, Morningview Financial, LLC (the "buyer") wishes to purchase from the Company a 10% convertible note for a principal amount of $55,000. On November 15, 2017, the Company issued a convertible promissory note (the “note”) to the buyer for $50,000 in proceeds, after a $5,000 original issue discount. The ~~note~~following ~~matures~~table onsummarizes ~~November 15, 2018. The note is convertible at a conversion price of 50% of~~ the ~~lowest~~balances ~~trading price during the 20 days prior to the conversion date. At the closing, the Company paid closing costs and a consulting fee totaling $7,000. Accordingly, the Company recorded a debt discount~~ of ~~$12,000. At issuance, the holder’s option to convert was active and the Company recorded a~~ derivative liability of $63,442, in which the fair value of the embedded derivative was determined using the Black-Scholes valuation model. A portion of the derivative liability was attributed to debt discount, with the remaining amount recorded to loss on valuation of derivative liabilities. The debt discount is amortized over the term of the note or to the date of conversion, and the derivative liability is revalued at each conversion or reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. On May 11, 2018, the Company repaid the convertible note payable, including a prepayment percentage of 140% of the outstanding balance. As a result of the prepayment percentage and the corresponding mitigating removal of the derivative liability, the Company recorded a gain on debt prepayment of $7,028.:

On December 18, 2017, the Company entered into a Securities Purchase Agreement whereas, EMA Financial, LLC (the "buyer") wishes to purchase from the Company an 8% convertible note for a principal amount of $56,000. On December 18, 2017, the Company issued a convertible promissory note (the “note”) to the buyer for $53,000 in proceeds, after a $3,000 original issue discount. The note matures on December 18, 2018. The note is convertible at a conversion price of 50% of the lowest trading price during the 20 days prior to the conversion date. At the closing, the Company paid closing costs and a consulting fee totaling $8,000. Accordingly, the Company recorded a debt discount of $11,000. At issuance, the holder’s option to convert was active and the Company recorded a derivative liability of $64,948, in which the fair value of the embedded derivative was determined using the Black-Scholes valuation model. A portion of the derivative liability was attributed to debt discount, with the remaining amount recorded to loss on valuation of derivative liabilities. The debt discount is amortized over the term of the note or to the date of conversion, and the derivative liability is revalued at each conversion or reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. On May 11, 2018, the Company repaid the convertible note payable, including a prepayment percentage of 150% of the outstanding balance. As a result of the prepayment percentage and the corresponding mitigating removal of the derivative liability, the Company recorded a loss on debt prepayment of $3,179.

	November 30,		August 31,
	2018		2018

EMA Financial, LLC	$	44,609	$	49,134
Auctus Fund, LLC		14,796		-
Crown Bridge Partners, LLC - Warrant		2,665		7,086

Total derivative liabilities	$	62,070	$	56,220

On December 21, 2017, the Company entered into a Securities Purchase Agreement whereas, Crown Bridge Partners, LLC (the "buyer") wishes to purchase from the Company securities consisting of the Company’s 8% convertible notes payable for an aggregate principal amount of up to $120,000 (which includes an aggregate purchase price of $106,500 and an original issue discount ("OID") of $13,500). The ~~convertible~~following ~~notes~~table ~~payable~~summarizes ~~are to be issued in three tranches. On December 21, 2017,~~ the ~~Company~~change ~~issued the first of the three convertible notes payable amounting to $40,000 of principal and a $4,500 OID. At closing, the Company paid the buyer’s legal costs of $1,500, resulting~~ in net proceeds of $34,000. The note is convertible at a conversion price of 55% of the lowest trading price during the 25 days prior to the conversion date. If the determined conversion price is less than $.050, then the conversion price is 40% of the lowest trading price during the 25 days prior to the conversion date. This convertible note payable matures on December 21, 2018. As additional consideration, the Company issued a Common Stock Purchase Warrant (the “warrant”) for 32,000 shares at an exercise price of $1.25 over an exercise period of 5 years. Due to the provisions of the warrant, the warrant was classified as a derivative warrant liability, the fair value of which was determined using the Black-Scholes valuation model. The value of $7,332 at issuance was attributed to debt discount. Additionally, at issuance, the holder’s option to convert was active and the Company recorded a derivative liability of $64,698, in which the fair value of the embedded derivative was determined using the Black-Scholes valuation model. A portion of the derivative liability was attributed to debt discount, with the remaining amount recorded to loss on valuation of derivative liabilities. ~~The~~included ~~debt discount is amortized over the term of the note or to the date of conversion, and the derivative liabilities are revalued at each conversion or reporting date to fair value. Any change~~ in ~~fair value is credited or charged to~~ the ~~statement of operations in the period. On May 11, 2018, the Company repaid the convertible note payable, including a prepayment percentage of 150% of the outstanding~~ balance. Assheet afor ~~result of~~ the ~~prepayment~~three ~~percentage~~months ~~and~~ended ~~the~~November ~~corresponding mitigating removal of the derivative liability~~30, ~~the Company recorded a gain on debt prepayment of $20,195.~~2018:

14 Table of Contents

Fair Value Measurements Using Significant Observable Inputs (Level 3)

Balance - August 31, 2018	$	56,220
Addition of new derivative liabilities as debt discounts, upon issuance of warrants and convertible notes		15,063
Gain on change in fair value of derivative liabilities		(9,213	)

Balance - November 30, 2018	$	62,070

~~The~~14 ~~following~~Table ~~table summarizes the balances~~ of ~~convertible notes payable:~~Contents

	May 31, 2018		August 31, 2017
Convertible notes payable, net of discounts:
Auctus Fund, LLC, in default	$	93,863	$	32,500
	$	93,863	$	32,500
Long term convertible debenture, net of discounts:
Peak One Opportunity Fund I, L.P.	$	1,029	$	53,441
	$	1,029	$	53,441

NOTE 8 – INCOME TAXES

~~Amortization~~Due ofto ~~the~~continued ~~debt~~operating ~~discounts~~losses, ~~recorded~~there asis ~~interest~~a ~~expense~~full ~~during~~valuation ~~the~~against ~~three~~gross ~~and~~deferred ~~nine~~tax ~~months~~assets ~~ended~~for ~~May~~the ~~31,~~period ~~2018~~from ~~totaled~~inception ~~$35,589~~through ~~and~~November ~~$129~~30,~~934,~~ ~~respectively~~2018.

~~NOTE~~Deferred 6income –taxes ~~DERIVATIVE~~reflect ~~LIABILITIES~~the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes.

The Company’s ~~analyzed~~total ~~the~~deferred ~~warrant~~tax ~~and beneficial conversion features (“BCF”) for derivative accounting consideration under ASC 815~~asset, ~~“Derivatives~~calculated ~~and~~using ~~Hedging,” and~~effective ~~determined~~tax ~~that~~rates ~~the warrant was a derivative warrant liability and that the conversion options on convertible notes payable become derivatives at the point the holder’s option to convert becomes active and there~~ is ~~active~~as ~~trading of the Company’s stock.~~follows:

The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of May 31, 2018. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model. The following weighted-average assumptions were used at May 31, 2018 and August 31, 2017:

	November 30,			August 31,
	2018			2018

Net operating loss carryforwards	$	649,611		$	630,534
Foreign net operating losses		275,306			274,803
Organization costs		50,778			51,916
Accrued payroll		228,701			212,932

Gross deferred tax asset		1,204,396			1,170,185

Valuation allowance		(1,204,396	)		(1,170,185	)

Net deferred tax asset	$	-		$	-

	May 31, 2018			August 31, 2017
Expected term		0.00 - 1.89 years			-
Expected average volatility		0% - 119	%		-
Expected dividend yield		-			-
Risk-free interest rate		0.00% - 2.40	%		-

The Company has not recognized a deferred tax asset for its stock compensation expense due to its non-deductibility. The Company has no plans to pursue any tax benefits relative to its recognized stock compensation expense.

The ~~following~~reconciliation ~~table~~of ~~summarizes~~income ~~the~~taxes ~~balances~~is computed at a rate of ~~derivative~~21% ~~liabilities~~and 35% for federal income taxes for the three months ended November 30, 2018 and 2017, respectively, and at 28% for foreign income taxes is as follows:

	May 31, 2018			August 31, 2017
	Three Months Ended November 30,
Peak One Opportunity Fund I, L.P. – BCF	$	20,924		$	-
	2018			2017
Auctus Fund, LLC – BCF		16,394			-
Income tax computed at the federal statutory rate	$	(75,909	)	$	(107,840	)
	$	37,318		$	-
Foreign income tax		(503	)		(33,321	)
Non-deductible stock compensation expense		42,201			-
Other		-			(8,331	)
Total		(34,211	)		(149,492	)
Change in valuation allowance		34,211			149,492
Provision for income taxes	$	-		$	-

15As ~~Table~~of November 30, 2018, the Company had net operating loss carryforwards in the amount of ~~Contents~~$4,076,624, of which $3,093,387 was incurred in the U.S. and $983,237 was the result of cumulative operating losses of the Company’s subsidiaries in South Africa, which have now been discontinued. Because of the Company’s lack of earnings history and uncertainty regarding the usability of the losses from its discontinued operation in South Africa, the net operating loss carryforwards and other deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by $34,211 and $149,492 during the three months ended November 30, 2018 and 2017, respectively.

~~The~~Our ~~derivative~~federal ~~liabilities~~net ~~associated~~operating ~~with~~losses ~~Morningview~~will ~~Financial,~~begin ~~LLC,~~to ~~EMA~~expire ~~Financial,~~in ~~LLC,~~2034 and ~~Crown~~our ~~Bridge~~state ~~Partners,~~tax ~~LLC~~loss ~~were~~carryforwards ~~removed~~will ~~when~~begin ~~the~~to ~~corresponding~~expire ~~convertible~~in ~~notes~~2029. ~~payable~~Federal ~~were~~net ~~repaid~~operating onlosses ~~May~~incurred ~~11,~~in 2018 and after carryforward indefinitely.

~~The~~NOTE ~~following~~9 ~~table~~– ~~summarizes~~RELATED ~~the~~PARTY ~~change in derivative liabilities included in the balance sheet for the nine months ended May 31, 2018:~~TRANSACTIONS

Fair Value Measurements Using Significant Observable Inputs (Level 3)
Balance - August 31, 2017	$	-
Addition of new derivative liabilities as debt discounts, upon issuance of warrants and convertible notes		122,000
Addition of new derivative liabilities as debt discount, upon holder’s option becoming active		73,782
Addition of new derivative liabilities recognized as day one loss on derivatives from convertible notes		138,433
Reclassification of beneficial conversion feature to derivative liabilities		51,075
Reduction in derivative liabilities due to conversions of convertible notes to common stock		(110,040	)
Reduction in derivative liabilities due to payoff of convertible notes payable		(183,131	)
Gain on change in fair value of the derivative liabilities		(54,801	)
Balance - May 31, 2018	$	37,318

Due to Officer

~~The~~On ~~following~~March ~~table~~13, ~~summarizes~~2016, ~~the~~John ~~loss~~K. onLowther, ~~derivative~~President, ~~liability~~Chief ~~included~~Executive inOfficer and Director, advanced the ~~income~~Company ~~statement~~$12,916. ~~for~~The ~~the~~balance ~~nine~~outstanding ~~months~~at ~~ended~~November ~~May~~30, 2018 and August 31, 2018 ~~and~~is ~~2017~~$6,725. ~~respectively~~This advance does not bear interest.

	Nine months Ended
	May 31,
	2018			2017
Day one loss due to derivative liabilities on convertible notes and warrants	$	138,433		$	-
Gain on change in fair value of the derivative liabilities		(54,801	)		-
Loss on change in the fair value of derivative liabilities	$	83,632		$	-

Table of Contents

~~NOTE~~Notes 7Payable – ~~INCOME~~Related ~~TAXES~~Party

~~Due~~During tothe year ended August 31, 2016, Power It Perfect, Inc. loaned the ~~operating~~Company ~~loss~~$208,160 ~~and~~for working capital purposes in exchange for promissory notes. During the ~~inability~~year toended ~~recognize~~August 31, 2017, Power It Perfect, Inc. loaned the Company an ~~income~~additional ~~tax~~$313,450 ~~benefit~~for working capital purposes in exchange for promissory notes. During the year ended August 31, ~~there~~2018, isPower noIt ~~provision~~Perfect, Inc. loaned the Company an additional $678,358 for ~~current~~working orcapital ~~deferred~~and ~~federal~~other orpurposes ~~state~~in ~~income~~exchange ~~taxes~~for promissory notes. All the notes bear interest at five percent per annum, are non-collateralized and due on demand, as soon as the Company has operating cash flow available for repayment. The balance of the ~~period~~notes ~~from~~payable ~~inception~~was ~~through~~$1,114,207 ~~May~~at November 30, 2018 and August 31, 2018. Accrued interest on the notes, which is included in accrued expenses, totaled $16,189 and $2,300 at November 30, 2018 and August 31, 2018, respectively. There are no conversion provisions associated with the notes.

~~Deferred~~Stock-Based income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes.Compensation

~~The~~During ~~Company’s~~the ~~total~~three ~~deferred~~months ~~tax~~ended ~~asset~~November 30, ~~calculated~~2018, ~~using~~the ~~effective~~Company ~~tax~~issued ~~rates~~1,288,758 isshares asto ~~follows:~~employees of an affiliated company for services rendered to the Company. These services were valued at the market value of shares at the time of issuance. The stock-based compensation expense recognized by the Company for the three months ended November 30, 2018 totaled $200,957.

	May 31, 2018			August 31, 2017
Deferred tax assets:
Net operating loss carryforwards	$	605,154		$	933,112
Foreign net operating losses		224,597			-
Organization costs		53,055			94,116
Accrued payroll		196,933			269,324
Gross deferred tax asset		1,079,739			1,296,552
Valuation allowance		(1,079,739	)		(1,296,552	)
Net deferred tax asset	$	-		$	-

NOTE 10 – DISCONTINUED OPERATION

16In ~~Table~~May 2018, the Company decided to withdraw all operations of ~~Contents~~My Power Solutions, Inc. in South Africa. The decision to cease the operations of My Power Solutions, Inc. in rural South African communities represents a strategic shift that impacts the Company’s financial reporting and results. As such, My Power Solutions, Inc. has been classified as a discontinued operation.

The ~~Company~~major ~~has~~classes ~~not~~of ~~recognized~~line aitems ~~deferred~~constituting ~~tax~~the ~~asset~~loss ~~for~~from ~~its~~discontinued ~~stock~~operation ~~compensation~~are ~~expense~~presented ~~due~~in tothe ~~its~~table ~~non-deductibility~~below. ~~The Company has no plans to pursue any tax benefits relative to its recognized stock compensation expense.~~

The reconciliation of income taxes computed at a rate of 21% and 35% for federal income taxes for the nine months ended May 31, 2018 and 2017, respectively, and at 28% for foreign income taxes is as follows:

	Three Months Ended November 30,
	2018			2017

Revenue	$	-		$	-
Franchise and operating expenses		(1,798	)		(119,005	)
Loss on impairment of property and equipment		-			(54,141	)

Loss from discontinued operation	$	(1,798	)	$	(173,146	)

	2018			2017
Income tax computed at the federal statutory rate	$	(193,147	)	$	(228,923	)
Foreign income tax		(102,145	)		-
Impact of rate change from 35% to 21%		512,105			-
Total		216,813			(228,923	)
Change in valuation allowance		(216,813	)		228,923
Provision for income taxes	$	-		$	-

Table of Contents

AsThe ofmajor ~~May~~components ~~31, 2018, the Company had net operating loss carryforwards in the amount~~ of ~~$3,683,816, of which $2,881,684 was incurred in~~ the ~~U.S.~~assets and ~~$802,132~~liabilities ~~was the result~~ of ~~cumulative operating losses of~~ the ~~Company’s subsidiaries in South Africa, which have now been~~ discontinued. ~~Because~~operation ofare ~~the~~presented ~~Company’s lack of earnings history and uncertainty regarding the usability of the losses from its discontinued operation~~ in ~~South Africa,~~ the ~~net~~table ~~operating loss carryforwards and other deferred tax assets have been fully offset by a valuation allowance~~below. ~~The valuation allowance decreased by $216,813 and increased by $228,923 during the nine months ended May 31, 2018 and 2017, respectively.~~

Our federal net operating losses will begin to expire in 2034 and our state tax loss carryforwards will begin to expire in 2029.

	November 30,		August 31,
	2018		2018

Assets:
Prepaid expenses and other assets	$	2,308	$	2,174

Current assets of discontinued operation	$	2,308	$	2,174

Liabilities:
Accounts payable	$	17,848	$	16,812
Accrued payroll and expenses		35,701		41,560
Other liabilities		356,999		356,999

Current liabilities of discontinued operation	$	410,548	$	415,371

NOTE 811 – ~~RELATED~~SUBSEQUENT ~~PARTY TRANSACTIONS~~EVENTS

AsManagement ofhas ~~May~~evaluated ~~31,~~subsequent ~~2018,~~events ~~the~~through ~~Company~~January ~~has issued 6~~14,~~381,000~~ ~~shares of common stock to various stockholders~~2019, ~~under~~which ~~restricted~~is ~~stock~~the ~~agreements~~date orwhen inthese ~~exchange~~consolidated ~~for~~financial ~~cash~~statements ~~and~~were ~~services. The Company~~ issued ~~275~~,~~000~~ ~~shares~~and ~~under~~is ~~restricted~~aware ~~stock~~of ~~agreements~~none ~~during~~requiring ~~the nine months ended May 31, 2018~~disclosure.

~~Due~~17 toTable ~~Officer~~of Contents

On March 13, 2016, John K. Lowther, Chief Executive Officer and Director, advanced the Company $12,916. The balance outstanding at May 31, 2018 and August 31, 2017 is $6,725 and $6,944, respectively. This advance does not bear interest.

Notes Payable – Related Party

During the year ended August 31, 2016, Power It Perfect, Inc. loaned the Company $194,500 for working capital purposes in exchange for promissory notes. During the year ended August 31, 2017, Power It Perfect, Inc. loaned the Company an additional $208,160 for working capital purposes in exchange for promissory notes. During the nine months ended May 31, 2018, Power It Perfect, Inc. loaned the Company an additional $580,800 for working capital and other purposes in exchange for promissory notes. All the notes bear interest at five percent per annum, are non-collateralized and due on demand, as soon as the Company has operating cash flow available for repayment. The balance of the notes payable was $1,055,630 at May 31, 2018 and $486,373 at August 31, 2017. Accrued interest on the notes, which is included in accrued expenses, totaled $12,981 at May 31, 2018 and $4,626 at August 31, 2017. There are no conversion provisions associated with the notes.

17 Table of Contents

NOTE 9 – DISCONTINUED OPERATION

In May 2018, the Company decided to withdraw all operations of My Power Solutions, Inc. in South Africa. The decision to cease the operations of My Power Solutions, Inc. in rural South African communities represents a strategic shift that impacts the Company’s financial reporting and results. As such, My Power Solutions, Inc. has been classified as a discontinued operation.

The major classes of line items constituting the loss from discontinued operation are presented in the table below.

	Three Months Ended						Nine Months Ended
	May 31,2018			May 31,2017			May 31,2018			May 31,2017
Revenue	$	-0-		$	7,029		$	-0-		$	29,322
Franchise and operating expenses		(93,851	)		(137,175	)		(310,661	)		(314,508	)
Loss on impairment of property and equipment		(54,141	)		-			(54,141	)		-
Loss from discontinued operation	$	(147,992	)	$	(130,146	)	$	(364,802	)	$	(285,186	)

The major components of the assets and liabilities of the discontinued operation are presented in the table below.

	May 31, 2018		August 31, 2017
Assets:
Prepaid expenses and other assets	$	2,602	$	8,796
Current assets of discontinued operation		2,602		8,796
Property and equipment		-		53,505
Total assets of continued operation	$	2,602	$	62,301

Liabilities:
Accounts payable	$	17,696	$	3,161
Accrued payroll and expenses		30,424		12,426
Other liabilities		206,999		206,999
Current liabilities of continued operation	$	255,119	$	222,586

18 Table of Contents

NOTE 10 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through July 16, 2018, which is the date when these consolidated financial statements were issued, and is aware of none requiring disclosure, except as noted below.

On June 8, 2018, the holder of the Auctus Fund, LLC convertible note payable converted principal and accrued interest of $5,260 into 75,000 shares of common stock.

On June 21, 2018, the Company entered into a new $128,000 12% convertible note payable agreement with Power Up Lending Group Ltd. The note matures on March 30, 2019. After 180 days from the date of the note agreement, the note is convertible at a conversion price of 58% of the average of the lowest three trading price during the 10 days prior to the conversion date. After the payment of debt issuance costs totaling $3,000, net proceeds to the Company were $125,000.

On June 26, 2018, the Company paid the holder of the Auctus Fund, LLC convertible note payable $60,000 to settle all outstanding principal (including the default penalty) and accrued interest.

On June 27, 2018, the Company paid the remaining outstanding principal of $28,000 on its long term convertible debenture with Peak One Opportunity Fund, L.P.

On July 13, 2018, the Company entered into a new $83,500 10% convertible note payable agreement with EMA Financial, LLC. The note matures on April 13, 2019. After 180 days from the date of the note agreement, the note is convertible at a conversion price of 50% of the lowest trade price of Common Stock during 10 Trading Days immediately preceding conversion. After the payment of debt issuance costs totaling $9,010, net proceeds to the Company were $74,490.

19 Table of Contents

Item 2. Management`s Discussion and Analysis of Financial Condition and Results of Operations

~~With~~The ~~the~~following ~~exception~~discussion ofand ~~historical~~analysis ~~matters,~~should ~~the~~be ~~matters~~read ~~discussed~~in ~~herein~~conjunction ~~are~~with ~~forward-looking~~(i) ~~statements~~the ~~that~~accompanying ~~involve~~unaudited ~~risks~~consolidated financial statements and ~~uncertainties.~~notes ~~Forward-looking~~thereto ~~statements~~for ~~include,~~the ~~but~~three ~~are~~months ~~not~~ended ~~limited~~November to30, 2018, (ii) the audited consolidated financial statements ~~concerning~~and ~~anticipated~~notes ~~trends~~thereto for the year ended August 31, 2018 included in ~~revenues~~our Annual Report on Form 10-K filed with the Securities and ~~net~~Exchange ~~income~~Commission (the “SEC”) on December 14, ~~projections~~2018, ~~concerning~~as ~~operations~~amended ~~and~~by ~~available~~that ~~cash~~certain ~~flow~~Amendment No. ~~Our~~1 ~~actual~~to ~~results~~the ~~could~~Form ~~differ~~10-K ~~materially~~filed ~~from~~with the ~~results~~SEC ~~discussed~~on inJanuary ~~such~~14, ~~forward~~2019 (the “Form 10-~~looking~~K”) ~~statements.~~and ~~The~~(iii) ~~following~~the discussion ofunder ~~our~~the ~~financial~~caption ~~condition~~“Management’s Discussion and ~~results~~Analysis of ~~operations~~Financial ~~should~~Condition beand ~~read~~Results of Operations” in ~~conjunction~~the ~~with~~Form ~~our~~10-K. ~~financial~~Except ~~statements~~for certain information as of August 31, 2018, all amounts herein are unaudited. Unless we state otherwise or the context otherwise requires, the terms “we,” “us,” “our” and the ~~related~~“Company” ~~notes~~refer ~~thereto~~to ~~appearing~~Poverty ~~elsewhere~~Dignified, ~~herein~~Inc. and its consolidated subsidiaries.

Background Overview

Poverty Dignified, Inc. was incorporated in the State of Nevada inon September 27, 2013., Weand ~~were~~is ~~formed~~headquartered toin ~~operate~~Belmont, North Carolina. The Company was established as a renewable energy company, incubating ~~franchise~~solar ~~business~~technologies ~~concepts~~to ~~designed~~establish electrification, education, connectivity and media distribution infrastructures in rural communities across the globe to ~~affect~~empower the individual, community and local economy. inMy ~~rural~~Power ~~and~~Solutions, ~~peri~~Inc., a wholly-~~urban~~owned ~~areas~~subsidiary ~~across~~of ~~the~~Poverty ~~globe~~Dignified, Inc. In(“MPS”), was incorporated in the State of Nevada on March ~~2015~~13, we2014 ~~sold~~as ~~our~~a ~~first~~franchise business opportunity with franchise disclosure documents provided for franchise sales in ~~South~~both ~~Africa~~the ~~and~~United ~~began~~States ~~generating~~and ~~minimal~~South ~~revenues~~African markets. ~~However~~Africhise, inInc., ~~May~~a ~~2018~~wholly-owned subsidiary of Poverty Dignified, ~~following~~Inc., anis ~~operational~~a Delaware ~~review~~corporation (“Africhise”) and was formed on August 28, we2015 ~~determined~~to ~~that~~be ~~our~~the ~~initial~~franchise ~~operating~~management ~~structure~~arm ~~and~~of ~~business~~MPS’s ~~plan~~franchise ~~were~~operations ~~not~~in ~~sustainable~~Africa. ~~Due~~My toPower ~~losses~~Solutions ~~from~~Bahamas, Inc., a ~~lack~~wholly-owned subsidiary of ~~significant~~MPS ~~revenues~~(“MPS ~~and~~Bahamas”), ~~higher~~is ~~than~~a ~~expected~~Delaware ~~expenses~~corporation ~~due~~and towas ~~training~~formed on~~-the-ground~~ ~~personnel~~June 14, ~~the~~2018 ~~implementation~~to ofestablish ~~solar~~itself ~~installations~~as ~~and~~a ~~the~~renewable ~~instability~~energy ofsolutions company in the ~~political~~Bahamas. ~~environment,~~MPS ~~the~~Bahamas ~~Company~~has ~~ceased~~yet ~~all~~to ~~established~~establish business operations and did not engage in ~~South~~any ~~Africa~~material business activity during the three months ended November 30, 2018.

~~Plan~~In May 2018, following an operational review, the Company decided to withdraw all operations of ~~Operation~~MPS in South Africa (“MPS South Africa”). With a lack of significant revenues, higher than expected expenses due to training on-the-ground personnel and the implementation of solar installations, plus the instability of the political environment, the established operating structure and initial business plan of MPS South Africa were not sustainable. The decision to cease the operations of MPS South Africa represents a strategic shift that impacts the Company’s financial reporting and results. As such, MPS South Africa has been classified as a discontinued operation.

As18 aTable renewable energy Company, Poverty Dignified remains committed to incubating solar technologies that establish electrification, education, connectivity and media distribution infrastructures in rural communities across the globe to empower the individual, community and local economy. Even though the Company recently announced the decision to withdraw all operations of its wholly owned subsidiary, My Power Solutions, Inc., in South Africa, it also announced that a new team has been assembled to lead the restructuring and recapitalization efforts of the Company’s continued expansion into Africa. Contents

~~With~~Liquidity a new leadership team now in place, plans are being initialized to redirect the operational focus away from the former electrification model of 20 to 100 homes at a time, in favor of building a more robust infrastructure to provide “community-wide” solar and ~~“community-wide”~~Capital internet connectivity, with an expanded capacity to power thousands of homes at a time. These new plans call for recapitalization from private investors, and once obtained, this new cash infusion will enable the installation of a 9.9-Megawatt solar park to electrify informal settlements in South Africa. We believe this new direction and recapitalization will accelerate the growth of the Company and ensure the operational capacity to promote a redefined and strategic expansion on a much greater scale.Resources

Going Concern

The accompanying 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. As of ~~May~~November 3130, 2018, the Company had cash of $192,~~956~~815, a working capital deficit of $2,~~449~~976,~~181~~361 and a stockholders’ deficit of $2,~~450~~976,~~210~~361. The Company has incurred net losses from start-up costs and minimal operations since inception to ~~May~~November 3130, 2018 and has ceased operations of its subsidiary, MyMPS ~~Power~~South ~~Solutions~~Africa. In June 2018, ~~Inc~~the Company established MPS Bahamas to begin offering renewable energy solutions throughout the Bahamas, but to date has no operations. As a result, as of ~~May~~November 3130, 2018, these issues raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company’s ~~$2,459,768~~needs ofto ~~total~~generate ~~liabilities~~revenues ator ~~May~~must 31raise additional capital, ~~2018~~reduce ~~includes~~expenses ~~$94,892~~and ofcurtail ~~convertible~~cash ~~notes~~outflows ~~that~~in ~~were~~order ~~repaid~~to ~~subsequent~~be able to ~~May~~accomplish 31its business plan. In the interim, ~~2018~~the Company intends to accrue for management salaries and defer certain payments. ~~Additionally~~The Company’s $3,077,976 itof total liabilities at November 30, 2018 includes $1,~~055~~114,~~630~~207 of notes payable to a related party, $~~937~~1,~~775~~089,950 of accrued payroll expenses due to Company management, and $6,725 due to an officer of the Company, all of which we believe we can continue to delay payment. OnDuring ~~June~~the 21three months ended November 30, 2018, we received net proceeds totaling $~~125~~147,~~000~~250 from atwo convertible ~~note~~notes payable. The first payments on these notes are due in March 2019. Additionally, these notes can be repaid through conversion into the Company’s common stock. Unless we achieve revenue and obtain equity or debt financing as described below, we do not believe we currently have the capabilities and available resources to continue for the next twelve months.

20To ~~Table~~continue as a going concern and achieve a profitable level of ~~Contents~~operations, we will need, among other things, additional capital resources. Management’s plan to continue as a going concern includes generating revenue through operations and securing additional debt and/or equity financing. However, we may not be successful in accomplishing any of our plans to raise additional investment capital or generate revenue through operations. Our ability to continue as a going concern is dependent upon management’s ability to successfully implement the plans described above. Management cannot provide any assurance that unforeseen circumstances that may occur at any time within the next twelve months, or thereafter, will not increase the need for us to raise additional capital on an immediate basis. There can be no assurance that we will be able to continue to raise funds in subsequent debt or equity financings, in which case the Company may be unable to meet its obligations and be forced to discontinue its efforts to develop its business.

~~However,~~Convertible in order to continue as a going concern and achieve a profitable level of operations, we will need, among other things, additional capital resources. Management’s plan to continue as a going concern includes raising investment capital through leveraging equity in the Company and by securing additional debt and/or equity financing. However, management cannot provide any assurances that we will be successful in accomplishing any of our plans to raise additional investment capital. Our ability to continue as a going concern is dependent upon management’s ability to successfully implement the plan of operation described above. Management cannot provide any assurance that unforeseen circumstances that may occur at any time within the next twelve months, or thereafter, will not increase the need for us to raise additional capital on an immediate basis. There can be no assurance that we will be able to continue to raise funds in subsequent debt or equity financings, in which case the Company may be unable to meet its obligations.Notes

During the three months ended November 30, 2018, the Company engaged in the following transactions:

	·	On September 27, 2018, the Company issued a convertible promissory note to Power Up Lending Group, LTD (“*Power Up*”) in the amount of $53,000, resulting in $50,000 in net proceeds to the Company after the payment of debt issuance costs totaling $3,000. The note matures on July 15, 2019. After 180 days from the date of the note agreement, the note is convertible at a conversion price of 58% of the average of the lowest three trading price during the 10 days prior to the conversion date.

	·	On November 6, 2018, the Company issued a convertible promissory note to Auctus Fund, LLC (“*Auctus*”) in the amount of $111,000, resulting in $97,250 of net proceeds to the Company after the payment of debt issuance costs totaling $12,750. The Auctus note matures on August 6, 2019 and bears interest at 12%. The Auctus note is convertible into shares of common stock at the lesser of market price at the date of the conversion or 55% of the lowest trading price during the 25-day period ending one trading day prior to the date of the conversion notice.

Table of Contents

Related Party Notes Payable

During the year ended August 31, 2016, Power It Perfect, Inc. loaned the Company $208,160 for working capital purposes in exchange for promissory notes. During the year ended August 31, 2017, Power It Perfect, Inc. loaned the Company an additional $313,450 for working capital purposes in exchange for promissory notes. During the year ended August 31, 2018, Power It Perfect, Inc. loaned the Company an additional $678,358 for working capital and other purposes in exchange for promissory notes (collectively, the “PIP Notes”). All of the PIP Notes bear interest at 5% per annum, are noncollateralized and due on demand, as soon as the Company has operating cash flow available for repayment. The outstanding balance of the PIP Notes was $1,114,207 at November 30, 2018 and August 31, 2018. During the three months ended November 30, 2018, there have been no additional borrowings or repayments of notes payable to related party. Accrued interest on the PIP Notes, which is included in accrued expenses, totaled $16,189 and $2,300 at November 30, 2018 and August 31, 2018, respectively.

Cash

As of November 30, 2018, the Company had cash of $92,815, an increase of $90,996 from the cash at the beginning of the period. The increase in cash is attributable to the Auctus and Power Up notes. Our net cash used in operating activities of our continuing operation was $40,526 for the three months ended November 30, 2018. However, we do not currently have enough cash on hand to deploy our business plan in 2019.

Results of Operations

InFor ~~May 2018, following an operational review,~~ the ~~Company~~three ~~decided~~months toended ~~withdraw~~November ~~all operations of My Power Solutions~~30, Inc. in South Africa. The decision to cease the operations of My Power Solutions, Inc. in rural South African communities represents a strategic shift that impacts the Company’s financial reporting and results. As such, My Power Solutions, Inc. in South Africa has been classified as a discontinued operation. Since it has been classified as a discontinued operation, the results of operations for My Power Solutions, Inc. have been reclassified from their historical presentation to loss from discontinued operation for all periods presented. Losses associated with disposals of assets have also been recorded in the loss from discontinued operation in the period of the disposal.2018

~~For~~The Company generated no revenues for the three ~~and~~months ~~nine~~ended November 30, 2018. The net loss from continuing operations for the three months ended ~~May~~November 3130, 2018 was $361,470.

~~There~~Our primary expenses for the three months ended November 30, 2018 were nopayroll ~~revenues~~expenses ~~from~~of ~~continuing~~$76,436, ~~operations~~non-cash stock-based compensation expenses of $200,957, and professional fees of $33,985. $76,087 of the payroll expenses related to amounts accrued for, but not paid to, the ~~three~~Company’s ~~and~~management ~~nine~~team. Interest expense for the three months ended ~~May~~November 3130, 2018 totaled $42,886, of which $19,963 related to amortization of debt discounts.

~~Our~~The ~~expenses~~Company ~~for~~recorded ~~the~~a ~~nine~~gain ~~months~~on ~~ended~~the ~~May~~changes ~~31,~~in ~~2018~~fair ~~were~~value ~~related to professional fees~~ of ~~$84,117,~~derivative ~~and~~liabilities ~~general and administrative costs~~ of $~~365~~9,~~150.~~213 ~~General~~for ~~and administrative costs primarily consisted of payroll expenses of $219,661, non-cash stock-based compensation expense of $114,750 and $11,596 of travel related costs. $193,644 of~~ the ~~payroll~~three ~~expenses~~months ~~related~~ended toNovember ~~amounts accrued for~~30, ~~but not paid to, the Company’s management team~~2018.

~~Additionally,~~The weloss ~~incurred~~from ~~interest~~the ~~expense~~discontinued ofoperation was $~~175~~1,~~096~~798 ~~for~~during the ~~nine~~three months ended ~~May~~November 3130, 2018~~, primarily due to interest on our related party and convertible notes payable and amortization of the debt discounts on the convertible notes payable~~.

~~The~~For ~~Company recorded a loss on~~ the ~~changes~~three ~~in fair value of derivative liabilities of $83,632 for the nine~~ months ended ~~May~~November 3130, 2018. As a result of conversions of convertible debt during the nine months ended May 31, 2018, the Company recorded a loss on extinguishment of debt of $168,431. Additionally, due to an event of default on one of its convertible notes payable, the Company recorded debt default penalty expense of $46,288 during the nine months ended May 31, 2018.2017

~~Significant~~The ~~expense~~Company ~~and~~generated ~~loss~~no ~~items~~revenues for the three months ended ~~May~~November 3130, ~~2018~~2017. ~~included~~The ~~payroll~~net ~~of $56,962, non-cash stock-based compensation expense of $29,000, interest expense of $54,390 and~~ loss onfrom ~~extinguishment~~continuing ofoperations ~~debt~~for ~~of $78,340. These were offset by a gain on valuation of derivative liabilities of $43,537 during~~ the three months ended ~~May~~November 3130, ~~2018~~2017 was $308,114.

~~For~~Our ~~the~~primary ~~three~~expenses ~~and~~for ~~nine~~the three months ended ~~May~~November 3130, ~~2018,~~2017 wewere ~~recognized~~payroll aexpenses ~~loss~~of ~~from~~$81,131, ~~discontinued~~professional ~~operation~~fees of $~~147~~24,~~992~~612, and $~~364~~11,~~802,~~596 ~~respectively~~of travel related costs. ~~The~~$68,453 ~~loss~~of ~~from~~the ~~discontinued~~payroll ~~operation~~expenses ~~was~~related ~~primarily~~to ~~derived~~amounts ~~from~~accrued ~~payroll~~for, ~~costs~~but not paid to, ~~professional~~the ~~fees~~Company’s ~~and~~management ateam. ~~loss~~Interest onexpense for the ~~disposal~~three months ended November 30, 2017 totaled $50,027, of ~~property~~which ~~and~~$40,293 ~~equipment~~related to amortization of debt discounts.

~~For~~The Company recorded a loss on the changes in fair value of derivative liabilities of $76,977 for the three ~~and~~months ~~nine~~ended November 30, 2017. As a result of conversions of convertible debt during the three months ended ~~May~~November 3130, 2017, the Company recorded a loss on extinguishment of debt of $51,050.

~~There~~The ~~were~~loss nofrom ~~revenues~~the ~~from~~discontinued ~~continuing~~operation ~~operations~~was ~~for~~$173,146 during the three ~~and nine~~ months ended ~~May~~November 3130, 2017.

Our expenses for the nine months ended May 31, 2017 were related to professional fees of $108,926, and general and administrative costs of $660,542. General and administrative costs primarily consisted of payroll expenses of $358,825, non-cash stock-based compensation expense of $112,500, advertising expenses of $52,163 and $93,929 of travel related costs. $226,864 of the payroll expenses related to amounts accrued for, but not paid to, the Company’s management team.

21 Table of Contents

Significant expense and loss items for the three months ended May 31, 2017 included payroll of $119,678, non-cash stock-based compensation expense of $112,500, and $16,094 of travel related costs.

Additionally, we incurred interest expense of $15,318 and $24,057, respectively, for the three and nine months ended May 31, 2017, primarily due to interest on our related party and convertible notes payable and amortization of the debt discounts on the convertible notes payable.

For the three and nine months ended May 31, 2017, we recognized a loss from discontinued operation of $130,146 and $285,186, respectively. The loss from discontinued operation included revenues of $7,029 and $29,322 for the three and nine months ended May 31, 2017, respectively. However, cost of revenue and operating expenses, such as payroll and professional fees, led to an overall loss from discontinued operation.

Liquidity and Capital Resources

As of May 31, 2018, we had cash of $1,956 and had a net decrease in cash of $83 during the nine months ended May 31, 2018. We recently announced the decision to withdraw all operations of our wholly owned subsidiary, My Power Solutions, Inc., in South Africa and, as such, we currently have no revenue generating activities.

However, as a renewable energy Company, Poverty Dignified remains committed to incubating solar technologies that establish electrification, education, connectivity and media distribution infrastructures in rural communities across the globe to empower the individual, community and local economy. Plans are being initialized to redirect the operational focus away from the former electrification model of 20 to 100 homes at a time, in favor of building a more robust infrastructure to provide “community-wide” solar and “community-wide” internet connectivity, with an expanded capacity to power thousands of homes at a time, starting with the installation of a 9.9-Megawatt solar park to electrify informal settlements in South Africa.

We do not currently have enough cash on hand to deploy this new plan of operation. In order to execute our new plan, we are pursuing a recapitalization from private investors. We believe this new direction and recapitalization, once obtained, will accelerate the growth of the Company and ensure the operational capacity to promote a redefined and strategic expansion on a much greater scale. However, management cannot provide any assurances that we will be successful in accomplishing any of our plans to raise additional investment capital.

Additionally, we cannot provide any assurance that unforeseen circumstances that may occur at any time within the next twelve months, or thereafter, will not increase the need for us to raise additional capital on an immediate basis. Historically, for immediate working capital needs and purposes, the Company has borrowed funds from a related party and $1,055,630 remains outstanding under notes payable to this related party at May 31, 2018.

The Company's primary source of operating funds since inception has been equity financings through a private placement. In its private placement memorandum dated January 2014 and closed November 2014, the Company raised $1,182,180 for its operations, research and development, and marketing of its franchise opportunities. Since our original Private Placement Offering was not sufficient to capitalize the Company, Poverty Dignified, Inc. conducted a Private Investment in Public Equity transaction, in which the Company offered 1,000,000 unregistered shares to accredited investors at a discounted price of $0.75 per share to raise an additional $750,000 of growth capital. Under this offering, the Company sold 999,970 shares of common stock for proceeds of $749,977, including 784,302 shares of common stock for proceeds of $588,226 during the year ended August 31, 2017. Poverty Dignified, Inc. is currently doing a Private Placement Memorandum, in which the Company is offering 2,000,000 shares at a price of $1.50 per share to raise an additional $3,000,000 in growth capital. In this Private Placement Memorandum, the Company has the option to sell shares at a price lower than the $1.50 per share. Through August 31, 2017, under this Private Placement Memorandum, the Company issued 144,000 shares of common stock at a discounted price of $0.75 per share for proceeds of $108,000 and issued 36,000 shares of common stock at the offering price of $1.50 per share for proceeds of $54,000. During the nine months ended May 31, 2018, the Company issued 10,800 shares at a discounted price of $0.75 per share and 6,000 shares at a price of $1.50 for total proceeds of $17,100.

22 Table of Contents

During the year ended August 31, 2017, the Company entered into two separate convertible note payable agreements, which provided net proceeds of $125,075, after payment of debt issuance costs totaling $24,925. Repayment on these notes was made through a combination of holder effected conversions of principal and interest into common stock and cash repayments made by the Company. Subsequent to May 31, 2018, the remaining balances of each these two notes was repaid. During the nine months ended May 31, 2018, the Company entered into four separate convertible note payable agreements for an aggregate principal amount of $199,000. After original issue discounts and debt issuance costs totaling $32,000, net proceeds to the Company were $167,000. In May 2018, the outstanding balances of each of these notes were repaid by the Company from funds borrowed under the notes payable to related party. For the short-term, the Company was able to leverage the capital from all these convertible notes to reinforce its foundation as a solid renewable energy Company and position itself for restructuring and accelerated growth potential.

Equity Distribution to Management

Since our incorporation, we have raised capital through private sales of our common equity. As of May 31, 2018, we have issued 6,381,000 shares of our common stock to various shareholders, under restricted stock agreements or in exchange for cash and services. Since inception, we have recognized total expense of $6,195,157. During the nine months ended May 31, 2018, we issued 275,000 under restricted stock agreements for stock-based compensation expense totaling $114,750. During the nine months ended May 31, 2017, the Company issued 150,000 shares for stock compensation expense of $112,500.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Table of Contents

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not ~~required~~applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based upon an evaluation of the effectiveness of disclosure controls and procedures, our principal executive and financial officer has concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective. The Company’s principal executive and financial officer has determined that there are material weaknesses in our disclosure controls and procedures.

The material weaknesses in our disclosure control procedures are as follows:

1)	lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal control and procedures; and
2)	inadequate segregation of duties consistent with control objectives;.

23 Table of Contents

We recognize the importance of the control environment as it sets the overall tone for the organization and is the foundation for all other components of internal control.

As of ~~July~~January __14, ~~2018~~2019, while we have hired a third-party consultant to help us with our public reporting and disclosures, we have not taken action to correct the material weaknesses identified above in our internal control over financial reporting. Once the Company has additional sales activities and has sufficient personnel available, then our Board of Directors, in connection with the aforementioned weaknesses, will implement the following remediation measures:

We will ~~hire~~create ~~additional~~a ~~personnel~~position ~~with sufficient qualifications~~ to ~~allow us to~~ segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. We plan to ~~use~~raise ~~some~~additional funds through our capital raise to allocate to these control objectives. We also plan to appoint one or more outside directors to our Board of Directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the ~~funds~~oversight ~~through~~in the ~~private~~establishment ~~placement~~and ~~offering~~monitoring toof ~~allocate~~required tointernal ~~this~~controls ~~additional~~and ~~salary~~procedures ~~cost.~~such as reviewing and approving estimates and assumptions made by management when funds are available to us.

~~And,~~Management webelieves ~~plan~~that tothe ~~appoint~~appointment of one or more outside directors, ~~to our board of directors~~ who shall be appointed to ~~an audit committee resulting in~~ a fully functioning audit committee, ~~who~~ will ~~undertake~~remedy the ~~oversight~~lack ~~in the establishment and monitoring~~ of ~~required~~a ~~internal~~functioning ~~controls~~audit ~~and~~committee ~~procedures such as reviewing~~ and ~~approving~~a ~~estimates~~lack ~~and~~of ~~assumptions~~a ~~made~~majority byof ~~management~~outside ~~when~~directors ~~funds~~on ~~are~~our ~~available~~Board toof usDirectors.

~~Management~~21 ~~believes~~Table ~~that the appointment~~ of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.Contents

If we are able to raise additional capital, we anticipate having sufficient funds to at least partially, if not fully, implement our plans by August 31, 2018. Additionally, we plan to test our updated controls and remediate our deficiencies by August 31, 2018.

24 Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

~~Based~~The ~~on a recent performance review by Poverty Dignified Inc.’s Board of Directors, and disclosed in the~~ Company’s ~~8-K~~is ~~filing~~not ona ~~June~~party ~~19, 2018, the decision was made~~ to ~~withdraw~~any ~~all operations of its wholly owned subsidiary, My Power Solutions, Inc., in South Africa. As a result, there are~~ pending ~~disputes~~legal ~~filed with the Commission for Conciliation~~proceedings, ~~Mediation~~ and ~~Arbitration~~no ~~(CCMA)~~such inproceedings ~~South~~are ~~Africa.~~known Asto the Company winds down its operations in South Africa, legal counsel has confirmed with management that any potential creditors including employees, vendors, consultants, contractors or other persons who may have claims against the Company, will be ~~able to lodge the same with the appointed liquidator~~contemplated. ~~The Company’s legal Counsel further stated that in their opinion it is not probable that the creditors will have claims against Poverty Dignified, Inc.~~

No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.

~~Item~~Based 2.on ~~Unregistered~~a ~~Sales~~performance review by our Board of ~~Equity~~Directors, ~~Securities~~the decision was made to withdraw all operations of MPS South Africa. As a result, MPS South Africa’s employees and ~~Use~~consultants have filed a dispute with The Commission for Conciliation, Mediation and Arbitration (“CCMA”) in South Africa. As the Company winds down its local operations in South Africa, legal counsel has confirmed that the creditors of ~~Proceeds~~the Company will only have claims against the insolvent estate of the local external company and not against MPS or Poverty Dignified, Inc. in the United States. It is therefore management’s position that there is no probable recourse that will have an adverse effect on Poverty Dignified, Inc.

~~None~~Item 1A. Risk Factors

There have been no material changes from the information set forth in “Item 31A. ~~Defaults~~Risk ~~Upon~~Factors” ~~Senior~~in ~~Securities~~the Form 10-K filed with the SEC on December 14, 2018.

~~None~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended November 30, 2018, we issued the following securities that were not registered under the Securities Act. None of the following transactions involved any underwriters, underwriting discounts or commissions. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed on the share certificates issued in these transactions. All recipients had adequate access to sufficient information about us to make an informed investment decision. The sales of these securities were made without any general solicitation or advertising.

Stock Issuances

During the three months ended November 30, 2018, the Company issued 1,288,758 shares under restricted stock agreements for $0 in proceeds. The Company record stock-based compensation expense of $200,957 related to these shares. Each of the following transactions was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) as a transaction not involving a public offering:

	·	On October 5, 2018, we issued 13,000 shares of our common stock to Matthew Alpeter, for an aggregate fair market value at the time of issuance of $4,290, as compensation for services provided to the Company.

	·	On October 17, 2018, we issued 75,758 shares of our common stock to Keith Smith, for an aggregate fair market value at the time of issuance of $16,666.76, as compensation for services provided to the Company.

	·	On November 5, 2018, we issued 1,000,000 shares of our common stock to the Andrew & Angela Thacker Living Trust, for an aggregate fair market value at the time of issuance of $150,000, as compensation for services provided to the Company.

	·	On November 5, 2018, we issued 200,000 shares of our common stock to Robert Jolley, for an aggregate fair market value at the time of issuance of $30,000, as compensation for services provided to the Company.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

2522 Table of Contents

Item 6. Exhibits

Exhibit 31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
Exhibit 31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
Exhibit 32		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		Interactive data files pursuant to Rule 405 of Regulation S-T

2623 Table of Contents

SIGNATURES

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

	Poverty Dignified, Inc.
Dated: July 16, 2018	By:	/s/ John K. Lowther
		John K. Lowther
		President and Chief Executive Officer (Principal Executive Officer)

Poverty Dignified, Inc.

/s/ John K. Lowther
John K. Lowther
President, Chief Executive Officer and Director (Principal Executive Officer)

~~By:~~ /s/ George C. Critz, III George C. Critz, III ~~Vice-President and~~ Chief Financial Officer and Director (Principal Financial Officer) Dated: January 14, 2019

2724

Filing Compare · VirExit Technologies, Inc.