Carnegie Development, Inc - FORM 10-K

Attached files

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EX-31.2 - CERTIFICATION - Carnegie Development, Inc	cdi_ex312.htm
EX-32.1 - CERTIFICATION - Carnegie Development, Inc	cdi_ex321.htm
EX-31.1 - CERTIFICATION - Carnegie Development, Inc	cdi_ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

CARNEGIE DEVELOPMENT, INC.

(Exact name of registrant as specified in its charter)

Nevada		90-0712976
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3495 Lakeside Drive, #1087, Reno, NV		89509
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (800) 345-8561

Securities registered under Section 12(b) of the Exchange Act: NONE

Securities registered under Section 12(g) of the Act: Common stock, $.00001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ¨ No x

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

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

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
		Emerging growth 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

State the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal quarter.

Held by Non-Affiliates at Market Price as on December 31^st, 2019.
Voting	Common Stock	6,203,716 shares	$2.02/per share	$12,527,466
Non-Voting	Common Stock	0

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST 5 YEARS)

Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No x

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the registrant’s classes of common equity, as of the latest practicable date.

As of January 06, 2020, the Issuer had a total of 46,203,716 shares of common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

NONE

TABLE OF CONTENTS

		Page
PART I

	FORWARD LOOKING STATEMENTS	3
Item 1.	BUSINESS	4
Item 1A.	RISK FACTORS	7
Item 1B.	UNRESOLVED STAFF COMMENTS	7
Item 2.	DESCRIPTION OF PROPERTY	7
Item 3.	LEGAL PROCEEDINGS	7
Item 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	7

PART II

Item 5.	MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITY	8
Item 6.	SELECTED FINANCIAL DATA	8
Item 7.	MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	8
Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	10
Item 8.	FINANCIAL STATEMENTS	11
Item 9A.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	22
Item 9B.	CONTROLS AND PROCEDURES	22
Item 9C.	OTHER INFORMATION	22

PART III

Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	23
Item 11.	EXECUTIVE COMPENSATION	25
Item 12.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	25
Item 13.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	25
Item 14.	EXHIBITS.	26

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PART I

As used in this Annual Report on Form 10-K, the terms “we”, “us”, “our”, the “Company”, “Carnegie Development, Inc.” and “Carnegie Development” mean “Carnegie Development, Inc”, and its consolidated subsidiaries, unless otherwise indicated.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K and other written and oral statements made from time to time by us may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties.

Forward-looking statement are intended to help in understanding our historical results of operations during the periods presented and our financial condition. They should be read in conjunction with our consolidated financial statements and the accompanying notes to consolidated financial statements and contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

Forward-looking statements can be identified by the use of words such as “expects,” “anticipates,” “plans,” “will,” “should,” “could,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed, and actual future results may vary materially.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

	·	The uncertainty of profitability;

	·	High volatility in the value attributable to our business model and assets;

	·	Rapid change in the regulatory and legal environment in which we operate with many unknown future challenges to operating our business in a lawful manner or which will require our business or the businesses in which we invest to be subjected to added costs and/or uncertainty regarding the ability to operate;

	·	Risks related to failure to obtain adequate financing on a timely basis and on acceptable terms; and

	·	Other risks and uncertainties related to our business plan and business strategy.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully, and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required under applicable law. We cannot guarantee future results, levels of activity, performance or achievements.

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ITEM 1. BUSINESS

OVERVIEW

This Company was originally incorporated in the State of Delaware in February, 1988 under the name Technicraft Financial, Ltd.

	·	In October 1991, the Company changed its name to LBM-US, Inc. (“LBM”).

	·	Pursuant to an agreement effective August 1994, LBM acquired all of the assets and liabilities of GK Intelligent Systems, Inc., a Texas corporation, in exchange for 6,758,920 shares of LBM common stock which were issued to Gary F. Kimmons and his family partnership. The remaining 963,275 shares of LBM common stock then outstanding were retained by the former shareholders of LBM in transaction treated for accounting purposes as a reverse merger.

	·	At that time the Company changed its names to GK Intelligent Systems, Inc.

	·	On April 3, 2002, the Company effectuated a 1-for-10 reverse split of its common stock. On May 18, 2005, the Company changed its name to M Power Entertainment, Inc. and effectuated a 1-for-200 reverse split of its common stock.

	·	On September 4, 2007, the Company changed its name to eDoorways Corporation and effectuated a 1-for-2,000 reverse split of its common stock.

	·	In May 2010, the Company changed its name to eDoorways International Corporation.

	·	On October 27, 2011, the Company effectuated a 1-for-1,000 reverse split of its common stock.

	·	On May 6, 2013, the Company converted from a Delaware corporation to a Nevada corporation.

	·	In April 2015, Sohail Quraeshi, the then CEO, was issued 1,000 shares of the Company’s Series A Preferred Stock which had previously been issued to our former Acting CEO, Arne Ray, who served from August 13, 2013 until April 1, 2015.

	•	Those shares were returned as Treasury stock by Mr. Ray, without consideration, and then issued to Sohail Quraeshi as compensation valued at fair market value, or $4.00 per share so as comply with FASB ASC Topic 718 column (e).

	•	This transaction constituted a change of control of the Company as the Series A Preferred Shares, collectively, votes an equivalent of 75% of all eligible voting shares. The owner of such shares prior to being held by Mr. Ray was our former CEO, Gary Kimmons, who held such shares from issuance until August 15, 2013. The issuances of the shares of Series A Preferred Stock were also treated as compensation to Messrs. Kimmons and Ray, respectively, and valued a fair market value of $0.01 per share pursuant to FASB ASC Topic 718 (e).

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On June 23, 2015, a Certificate of Amendment to Articles of Incorporation of the Company, which was filed with the Nevada Secretary of State on June 1, 2015, was declared effective by FINRA – Corporate Actions, whereby the Company effectuated (i) A reduction in the number of authorized shares of common stock from 2,500,370,900 to 250,000,000; (ii) a Change of name from eDoorways International Corporation to Escue Energy, Inc.; and (iii) a 1-for-2,000 reverse split of the Company’s common stock, $0.00001 par value per share.

Effective July 1^st, 2019 the Articles of Incorporation has been amended and the new name is Carnegie Development, Inc.

On Tuesday 3^rd September 2019, this company completed the online application (Filing ID: 4128722) for name change and symbol change. On Friday 3^rd April 2020 FINRA required the company to resubmit the application (OTC Corporate Actions CAS – 68178)

Effective June 2020 the Company plans to invest and collaborate in the construction projects of various business entities in the JMJ group, the owner of which is a major shareholder in this Company

INDUSTRY AND MARKET DATA

Information regarding market and industry statistics contained in this Annual Report on Form 10-K has been obtained from industry and other publications that we believe to be reliable, but that are not produced for purposes of securities filings. We have not independently verified any market, industry or similar data presented in this Annual Report and cannot assure you of its accuracy or completeness. Further, we have not reviewed or included data from all sources. Forecasts and other forward-looking information obtained from third-party sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. As a result, investors should not place undue reliance on any such forecasts and other forward-looking information.

PRODUCTS AND SERVICES

Real Estate Development: The Company will be forming strategic partnerships which will allow it to invest in hospitality, single family, multifamily and land development projects creating long term value for the Company and its shareholders.

Digital Healthcare: Digital health is the convergence of digital technologies with health, healthcare, living, and society to enhance the efficiency of healthcare delivery and make medicine more personalized and precise. The discipline involves the use of information and communication technologies to help address the health problems and challenges faced by people under treatment. It is a $10T global market which is growing every year, these technologies include both hardware and software solutions and services, including telemedicine, web-based analysis, email, mobile phones and applications, text messages, wearable devices, and clinic or remote monitoring sensors. The Company is mainly targeting medical data security, healthcare staffing support, patient-managed wellness apps, telehealth & telemedicine.

Financial technology: often shortened to fintech, is the technology and innovation that aims to compete with traditional financial methods in the delivery of financial services. It is an emerging industry that uses technology to improve activities in finance. The use of smartphones for mobile banking, investing services, and cryptocurrency are examples of technologies aiming to make financial services more accessible to the general public. Financial technology companies consist of both startups and established financial institutions and technology companies trying to replace or enhance the usage of financial services provided by existing financial companies.

The company believes there is a great opportunity as there are around 3 billion people who are either unbanked or under-banked, the Company believes the best way to enter the market would be through mobile banking as the information age is providing accessibility to the Internet to a large part of the world’s population and this in turn will grant them access to a banking account via mobile banking.

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Impact Investment: refers to investments ”made into companies, organizations, and funds with the intention to generate a measurable, beneficial social or environmental impact alongside a financial return”. Impact investments provide capital to address social and/or environmental issues. Impact investors actively seek to place capital in businesses, nonprofits, and funds in industries such as renewable energy, basic services including housing, healthcare, and education, micro-finance, and sustainable agriculture. Institutional investors, notably North American and European development finance institutions, pension funds and endowments have played a leading role in the development of impact investing. Under Pope Francis, the Catholic Church has witnessed an increased interest in impact investing. Impact investing occurs across asset classes; for example, private equity/venture capital, debt, and fixed income. Impact investments can be made in either emerging or developed markets, and depending on the goals of the investors, can “target a range of returns from below-market to above-market rates”.

COMPETITION

Danaher Corporation is a globally diversified conglomerate with its headquarters in Washington, D.C., United States. Danaher is ranked 162nd on the 2018 Fortune 500 list. It operates in three segments: environmental & applied solutions, life sciences and diagnostics.

IDEX Corporation, based in Lake Forest, Illinois, is a publicly traded company engaged in the development, design, and manufacture of fluidics systems and specialty engineered products. IDEX Corporation’s products, which include pumps, clamping systems, flow meters, optical filters, powder processing equipment, hydraulic rescue tools, and fire suppression equipment, are used in a variety of industries ranging from agriculture to semiconductor manufacturing. It was formed when Kohlberg Kravis Roberts purchased several divisions of Houdaille Industries, which had recently been sold by KKR to Tube Instruments. TI retained the John Crane seals business.

The company’s name is an acronym of “Innovation, Diversity, and Excellence.

Business units include:

	·	Fluid & Metering Technologies
	·	Health & Science Technologies
	·	Dispensing Equipment
	·	Fire & Safety / Diversified Products

Roper Technologies, Inc. is an American diversified industrial company that produces engineered products for global niche markets. The company is headquartered in Sarasota, Florida. Roper provides a wide range of products and services to customers in over 100 countries. The company has four main business lines: Industrial Technology, Radio Frequency (RF) Technology, Scientific and Industrial Imaging, and Energy Systems and Controls. Roper joined the Russell 1000 index in 2004, and has annual revenues of more than US$1.23 billion, as of 2017.

Illinois Tool Works Inc. or ITW is an American Fortune 500 company that produces engineered fasteners and components, equipment and consumable systems, and specialty products.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

We presently do not have any customers for our services as we are still a development stage company.

PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR LABOR CONTRACTS, INCLUDING DURATION:

The company had no PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR LABOR CONTRACTS.

NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES

Not applicable.

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RESEARCH AND DEVELOPMENT ACTIVITIES AND COSTS

All of our research and development activities are presently borne by the Company. As on the reporting date, we have spent $0 on research and development activities.

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS

We do not expect any environmental laws to give rise to additional costs to our business.

EMPLOYEES

As on the reporting date and thereafter, we had no employee, except the three corporate officers. During 2019, to lower operating costs, we relied on the independent consultants rather than through employment contracts.

ITEM 1A. RISK FACTORS

Smaller reporting companies are not required to provide the information required by this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. DESCRIPTION OF PROPERTY

The Company does not own any real estate or other properties.

ITEM 3. LEGAL PROCEEDINGS

Silverland Finance Ltd, Platinum Investment Corporation, Lin Zhou, Jin Wang, and Li Jun (collectively known as plaintiffs) have filed a law suit on (i) Wall007, LLC, (ii) Wall009, LLC, (iii) Timothy Barton, (iv) Sada Cumber, and (v) Carnegie Development, Inc. (collectively known as defendants) on November 15, 2019 in the 44th Judicial District of Texas in Dallas County, Texas, Case No DC-19-18361 and on 25^th November, 2019, this company was served with the notice of the court case. On December 30, 2019 this company filed its (i) Plea in Abatement; (ii) Rule 91A Motion to Dismiss Plaintiff’s Original Petition (“Motion to Dismiss”); (iii) Special Exceptions and Original Answer denying the causes of action asserted against CDI, and (iv) Motion for Protective Order and Motion to Stay Discovery Pre-Trial Proceedings. Upon Plaintiffs filing an Amended Petition thereafter, this company withdrew the Motion to Dismiss on February 5, 2020. No other material events occurred in this case as on 21^st march 2020.

There are no other pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, or any owner of record or beneficially of more than 5% of any class of voting securities of the Company, is a party.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of securities holders during the fiscal year ended December 31, 2019.

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PART II

ITEM 5. MARKET FOR REGISTRANTS’ COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is presently traded in the over-the-counter market and quoted on the National Association of Securities Dealers’ OTC Bulletin Board System under the ticker symbol “ESCU.PK.”

Because we are quoted on the OTC Pink market, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.

The following table describes, for the respective periods indicated, the price of our common stock in the over-the-counter market, based on inter-dealer bid prices, without retail mark-up, mark-down or commissions. The figures below may not necessarily represent actual transactions. The share price is from Yahoo Finance http://finance.yahoo.com/quote/ESCU?ltr=1

Fiscal 2019	High		Low
First Quarter (1)	$	0.15	$	0.15
Second Quarter (1)	$	1.27	$	0.15
Third Quarter (1)	$	5.50	$	0.52
Fourth Quarter (1)	$	5.30	$	2.02

Fiscal 2018	High		Low
First Quarter (1)	$	0.70	$	0.70
Second Quarter (1)	$	0.70	$	0.70
Third Quarter (1)	$	0.70	$	0.70
Fourth Quarter (1)	$	0.15	$	0.15

Holders

There were 231 holders of record of our Common Stock as of January 8, 2020.

Transfer Agent

Our registrar and transfer agent for the common stock, is Pacific Stock Transfer, 6725 Via Austi Parkway, Suite 300 Las Vegas, NV 89119

Dividends

We have not declared any cash dividends with respect to our common stock, and we do not intend to declare dividends in the foreseeable future. We anticipate that any earnings generated from our operations will be used to finance our ongoing operations and growth.

ITEM 6. SELECTED FINANCIAL DATA

Smaller reporting companies are not required to provide the information required by this item

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and the accompanying notes thereto included in “Item 8. Financial Statements and Supplementary Data.” In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements.” Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors.

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Much of the discussion in this Item is “forward-looking” as that term is used in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Actual operations and results may materially differ from present plans and projections due to changes in economic conditions, new business opportunities, changed business conditions, and other developments. Other factors that could cause results to differ materially are described in our filings with the Securities and Exchange Commission. There are several factors that could cause actual results or events to differ materially from those anticipated, and include, but are not limited to general economic, financial and business conditions, changes in and compliance with governmental laws and regulations, including various state and federal environmental regulations, our ability to obtain additional financing from outside investors and/or bank and mezzanine lenders and our ability to generate sufficient revenues to cover operating losses and position us to achieve positive cash flow. Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of a certain date. We undertake no obligation to update any forward-looking statements.

Going Concern

Our auditor questioned our ability to continue as a going concern due to our recurring losses from operations, deficit in equity, and the need to raise additional capital to fund operations. A “going concern” opinion could impair our ability to raise the required finance for our proposed operations through the sale of debt or equity securities. However, the financial statements have been prepared assuming that the Company will continue as a going concern

Results of Operations during the year ended December 31, 2019 as compared to the same period of 12 months in the previous year 2018

There was no revenue during this period

Expenses during the current reporting period are $299,497 which is the significantly higher than that of the previous reporting period which was at $60,000.

The net loss for the current year is $299,497 which is also significantly higher than the $60,000 from the same period in the previous year.

Liquidity and Capital Resources

As of today, 14^th April 2020, this Company is waiting for the audited financial statements from the three special purpose entities engaged in land development and construction of multi-family homes, to proceed further with the acquisition process.

Cash Flow from Operating Activities

Net cash from operations for the current reporting period is $299,581 as compared to $0 Net Cash from operations for the same period in the previous year.

Cash Flow from Investing Activities

Net cash from the investing activities for the current reporting period is $0 which is the same as the Net Cash from Investing Activities for the same period in the previous year.

Cash Flow from Financing Activities

Net cash from the financing activities for the current reporting period is $0 as compared to $0 Net Cash from Financing Activities for the same period in the previous year

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Off-Balance Sheet Arrangements

The company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Critical Accounting Policies

A critical accounting policy is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. Specifically, critical accounting estimates have the following attributes: 1) we are required to make assumptions about matters that are highly uncertain at the time of the estimate; and 2) different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations.

Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the financial statements as soon as they became known. Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our financial statements are fairly stated in accordance with accounting principles generally accepted in the United States, and present a meaningful presentation of our financial condition and results of operations. We believe the following critical accounting policies reflect our more significant estimates and assumptions used in the preparation of our financial statements:

Use of Estimates—These financial statements have been prepared in accordance with accounting principles generally accepted in the United States and, accordingly, require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Specifically, our management has estimated variables used to calculate the Black Scholes and binomial lattice model calculations used to value derivative instruments discussed below under “Valuation of Derivative Instruments”. In addition, management has estimated the expected economic life and value of our licensed technology, our net operating loss for tax purposes, share-based payments for compensation to employees, directors, consultants and investment banks, and the useful lives of our fixed assets. Actual results could differ from those estimates.

Deferred Financing Costs—Payments, either in cash or share-based payments, made in connection with the sale of debentures are recorded as deferred debt issuance costs and amortized using the effective interest method over the lives of the related debentures.

Fair Value of Financial Instruments—For certain of our financial instruments, including accounts receivable, accounts payable, accrued expenses, interest payable, bank overdraft, advances payable and notes payable, the carrying amounts approximate fair value due to their relatively short maturities.

Valuation of Derivative Instruments—FAS 133, “Accounting for Derivative Instruments and Hedging Activities” requires bifurcation of embedded derivative instruments and measurement of fair value for accounting purposes. In addition, FAS 155, “Accounting for Certain Hybrid Financial Instruments” requires measurement of fair values of hybrid financial instruments for accounting purposes. In determining the appropriate fair value, the Company uses a variety of valuation techniques including Black Scholes models, Binomial Option Pricing models, Standard Put Option Binomial models and the net present value of certain penalty amounts. Derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as Adjustments to Fair Value of Derivatives. The effects of interactions between embedded derivatives are calculated and accounted for in arriving at the overall fair value of the financial instruments. In addition, the fair values of freestanding derivative instruments such as warrant derivatives are valued using the Black Scholes model.

Stock Based Compensation— The Company follows the fair value recognition provisions of FAS 123(R). Stock-based compensation expense is recognized in the financial statements for granted, modified, or settled stock options based on estimated fair values.

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

Not applicable to a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.

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ITEM 8. FINANCIAL STATEMENTS

The Audit for the current year is not yet completed and the delay in audit is attributable to the “Stay Home” order in force due to COVID – 19 pandemic impact.

Carnegie Development, INC.

Balance Sheet (Unaudited)

	For the year ended
	31-Dec-19			31-Dec-18
Assets
Current Assets:
Bank Account	$	84		$	-
Total current assets	$	84		$	-
Total assets	$	84		$	-
Liabilities
Current Liabilities:
Accounts payable	$	233,300		$	120,000
Accounts payable – related parties	$	66,281		$	-
Accrued expenses	$	-		$	-
Total Current Liabilities	$	299,581		$	120,000
Total liabilities	$	299,581		$	0,000
Stockholders’ Equity
Series A preferred stock: 1,000 shares authorized, par value $0.001 per share; 1,000 shares issued and outstanding on December 31, 2019 and 1,000 shares issued and outstanding on December 31, 2018, recorded @ FMV to comply with FASB ASC Topic 718 Column (e)	$	4,000		$	4,000
Common stock: 250,000,000 shares authorized, par value $0.00001 per share, 46,203,716 shares issued and outstanding on December 31, 2019 and 41,153,156 shares issued and outstanding on December 31, 2018	$	3,532,757		$	2,270,117
Additional Paid-in Capital	$	-		$	1,142,640
Retained Earnings	$	(3,536,757	)	$	(3,536,757	)
Total Stockholders’ Equity	$	(299,497	)	$	(120,000	)
Total Liabilities & Equity	$	84		$	-

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Carnegie Development, INC.

Statement of Operations (Unaudited)

Fort the year ended

31-Dec-19

31-Dec-18

Net Revenues

Operating expenses:

Advertising and Selling Expenses

Administrative Expenses

6,121

60,000

Dues and Subscriptions

3271

Legal & Professional Services

67,065

Taxes & Licenses

223,040

Total operating expenses

299,497

60,000

Operating loss

(299,497

)

(60,000

)

Net Gain (loss)

(299,497

)

(60,000

)

Net gain (loss) attributable to common stock

(299,497

)

(60,000

)

Earnings per share:

Basic and diluted

(0.0065

)

(0.0015

)

Basic and diluted weighted average common shares outstanding

46,203,716

41,153,156

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Carnegie Development, INC.
Statement of Cash Flows (Unaudited)

	For the year ended
	31-Dec-19			31-Dec-18

CASH FLOWS FROM OPERATING ACTIVITIES
Net Gain (loss)	$	(299,497	)	$	(60,000	)
Adjustments to reconcile Net Income to Net Cash provided by operations:
Accounts Payable	$	233,300		$	60,000
Accounts Payable – related parties	$	66,280
Total Adjustments to reconcile Net Income to Net Cash provided by operations	$	172,993		$	60,000
Net cash provided by operating activities	$	299,581		$	0

NET CASH used by Investing Activities	$	0		$	0

NET CASH provided by Financing Activities	$	0		$	0

NET CASH INCREASE (DECREASE) For PERIOD	$	84		$	0
Cash, Beginning	$	0		$	0
Cash, Ending	$	84		$	0

SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES:

Cash paid during the period for:
Interest	$	0		$	0
Income taxes	$	0		$	0

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Carnegie Development, INC.

Statement of Changes in Equity (Unaudited)

	Series A Preferred Stock				Common Stock				Surplus
	Shares		$		Shares		$		(Deficit)
Balance, December 31, 2017		1,000		4,000		41,153,156		2,270,117	$	(3,476,757	)
Net Income (Loss)		-		-		-		-	$	(60,000	)
Balance, December 31, 2018		1,000		4,000		41,153,156		2,270,117	$	(3,536,757	)
Common Stock issued						5,050,560		1,262,640
Net Income (Loss)		-		-		-		-	$	(299,497	)
Balance, December 31, 2019		1,000		4,000		46,203,716		3,532,757	$	(3,836,254	)

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Carnegie Development, INC.

(A DEVELOPMENT STAGE COMPANY)

Notes to Financial Statements

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Carnegie Development Inc., is a publicly trading company under the symbol, “ESCU”

The Company Website is http://carnegiedevelopment.net/

This Company was previously known as:

	·	Escue Energy Inc until July 1, 2019
	·	State of incorporation changed from Delaware to Nevada in 2015
	·	eDoorways Corporation, Inc. until 2015
	·	M Power Entertainment, Inc. until 2007
	·	GK Intelligent Systems, Inc. until 2005
	·	Technicraft Financial, Ltd. until 1994
	·	Incorporated in Delaware in February 1988

Effective July 1^st, 2019 the Articles of Incorporation has been amended and the new name is Carnegie Development, Inc.

NOTE 2 - GOING CONCERN

The Company has an accumulated deficit of $ 3,836,254 as on the reporting date and there was no revenue since inception.

The Company is also seeking debt or equity financing to fund its development plan although no financing arrangements are currently in place and the Company can provide no assurance that financing will be available on acceptable terms. However, the management believes that the actions for (a) obtaining the additional funds and (b) implementing its strategic plans, provide the opportunity for the Company to continue as a going concern.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

This summary of significant account policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and the notes are the representation of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to U.S. generally accepted accounting principles (“US GAAP”) and have been consistently applied in the preparation of the financial statements.

Basis of Presentation

This Company uses the enterprise reporting under the provisions of Statement of Financial Accounting Standards (“SFAS”) no. 7. The accompanying financial statements are prepared in accordance with Generally accepted accounting principles (“US GAAP”) in the United States of America.

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Use of Estimates

The preparation of financial statements requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses for the reported period. Actual results will differ from those estimates. Included in these estimates are legal risks and exposures, valuation of stock-based compensation, the potential outcome of future tax consequences of events that have been recognized in the financial statement or tax returns.

Reclassification

Certain amounts in the financial statements of the prior year have been reclassified to conform to the presentation of the current year for comparative purposes.

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less, when purchased, to be cash equivalents.

Concentration of Credit Risks

The Company is subject to concentrations of credit risk primarily from cash and cash equivalents.

The Company’s cash and cash equivalents accounts are held at financial institutions and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to $250,000. As on the reporting date, there were no cash balances in excess of federally insured limits.

Product Concentration

Effective January 2020, the Company will be focusing on four platforms to provide a strong portfolio for its shareholder:

	a)	Real estate development.
	b)	Fintech and Data Integrity.
	c)	Digital Healthcare
	d)	Impact Investment.

Fair Value of Financial Instruments

The Company accounts, for the assets and liabilities measured at fair value on a recurring basis, in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

	Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities.

	Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data.

	Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entities own assumptions.

The Company did not have any Level 2 or Level 3 assets or liabilities on the reporting date.

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Additional Disclosures Regarding Fair Value Measurements

The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, interest payable, advances payable, and notes and convertible promissory notes payable approximate their fair value due to the short maturity of these items.

Revenue Recognition

The Company recognizes revenue on arrangements in accordance with ASC 606 — Revenue from Contracts with Customers. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability of the resulting receivable is reasonably assured. Since inception and until now, this company has not earned any revenue.

Advertising

The Company expenses advertising costs as incurred. The Company did not spend any money for the advertising, during the reporting period.

Share-Based Payment

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation, Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.

Basic and Diluted Earnings per Share

Basic earnings per share are calculated by dividing the income available to stockholders by the weighted-average number of shares of Common Stock outstanding during each period. Diluted earnings per share are computed using the weighted average number of shares of Common Stock and dilutive Common Stock share equivalents outstanding during the period. Dilutive Common Stock share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method). Earnings per share calculations are provided as part of the income statement.

Property and Equipment

Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives of three years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized.

Depreciation expense is $0 for the reporting period.

Impairment of Long-Lived Assets and Amortizable Intangible Assets

The Company follows ASC 360-10, ”Property, Plant, and Equipment,” which established a ”primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

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Intangible Assets - Goodwill

The excess of the purchase price over net tangible and identifiable intangible assets of business acquired is carried as Goodwill on the balance sheet. Goodwill is not amortized, but instead is assessed for impairment at least annually and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. Measurement of the impairment loss, if any, is based on the difference between the carrying value and fair value of reporting unit. The goodwill impairment test follows a two-step process. In the first step, the fair value of a reporting unit is compared to its carrying value. If the carrying value of a reporting unit exceeds its fair value, the second step of the impairment test is performed for purposes of measuring the impairment. In the second step, the fair value of the reporting unit is allocated to all of the assets and liabilities of the reporting unit to determine an implied goodwill value. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of goodwill, an impairment loss will be recognized in an amount equal to that excess. There were no material impairments to the carrying value of long-lived assets and intangible assets subject to amortization during the reporting period.

Acquisitions

The Company recognizes the assets acquired, the liabilities assumed, and any non-controlling interest in the acquired at the acquisition date, measured at their fair values as of that date. Contingent purchase consideration is recorded at fair value at the date of acquisition. Any excess purchase price over the fair value of the net assets acquired is recorded as goodwill. Within one year from the date of acquisition, the Company may update the value allocated to the assets acquired and liabilities assumed and the resulting goodwill balances as a result of information received regarding the valuation of such assets and liabilities that was not available at the time of purchase. Measuring assets and liabilities at fair value requires the Company to determine the price that would be paid by a third-party market participant based on the highest and best use of the assets or interests acquired. Acquisition costs are expensed as incurred.

Fair Value Measurements

For certain financial instruments, including accounts receivable, accounts payable, interest payable, advances payable and notes payable, the carrying amounts approximate fair value due to their relatively short maturities.

The Company follows ASC 820-10, ”Fair Value Measurements and Disclosures.” ASC 820-10 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

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, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company did not identify any non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with ASC 815.

ASC 825-10 ”Financial Instruments.” permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The Company chose not to elect the option to measure the fair value of eligible financial assets and liabilities.

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Borrowings

Borrowings are recognized initially at cost, which is the fair value of the proceeds received, net of transaction costs incurred. In subsequent periods, borrowings are stated at amortized cost using the effective yield method; any difference between fair value of the proceeds (net of transaction costs) and the redemption amount is recognized as interest expense over the period of the borrowings.

Provisions

Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Where the Company expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain.

The Company recognizes the estimated liability to repair or replace products sold still under warranty at the balance sheet date. This provision is calculated based on past history of the level of repairs and replacements.

Legal Matters

In the ordinary course of our business, we may be subject to various claims, pending and potential legal actions for damages, investigations relating to governmental laws and regulations and other matters arising out of the normal conduct of our business.

Special Purpose Entities

The Company does not have any off-balance sheet financing activities, as on the reporting date three special purpose entities as wholly owned subsidiaries are likely additions as per the MOU dated 30^th April 2019. Contracts are reviewed by the Legal team.

Net Income per Share

The Company computes net income (loss) per share in accordance with ASC 260-10, ”Earnings per Share.” The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period using the ”as if converted” basis.

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NOTE 4 - COMMON STOCK AND PREFERRED STOCK

Common Stock

There is currently only one class of common stock. Each share common stock is entitled to one vote.

The authorized number of shares of common stock of the Company on the reporting date was 250,000,000 shares with a par value per share of $0.00001. Authorized shares that have been issued and outstanding are 46,203,716 as on the reporting date. Past dues were settled by share issuance as reflected in Statement of Shareholders equity.

Preferred Stock

Series A – [1] Designation: A series of preferred stock is hereby designated as Series A Preferred Stock. [2] Liquidation Preference: The holders of the Series A Preferred Stock has no liquidation preference. [3] Dividends: The holders of the Series A Preferred Stock shall not receive dividend. [4] Number: The number of shares is fixed at 1,000. As on the reporting date, 1,000 shares are authorized, issued and outstanding. [5] Conversion: The Series A Preferred Stock is not convertible into shares of common stock. [7] Voting Rights: The Series A Preferred Stock, collectively, are entitled to that number of votes which shall equal Seventy-five percent (75%) of all eligible votes. There is currently 1 shareholder of record of the company’s common stock. These shares are accounted at FMV so as to comply with FASB ASC Topic 718 column (e)

NOTE 5 - RELATED PARTY TRANSACTIONS

		Q4 2019				Q3 2019				Q2 2019				Q1 2019
Compensation.		$	0			$	0			$	0			$	0

In July 2019, the Company signed a contract with JMJ development, Inc. for all the administrative support. The owner of JMJ Development, Inc. is a major shareholder in the Company.

NOTE 6 - INCOME TAXES

Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.

When tax 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 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. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations.

A reconciliation of the Company’s effective tax rate to the statutory federal rate is as follows:

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The components of the deferred tax assets and liabilities are as follows:

	December 31, 2019			December 31, 2018
Deferred tax assets:
Net operating loss carryovers	$	3,836,254		$	3,536,757
Stock-based compensation		-			-
Other temporary differences		-			-
Total deferred tax assets	$	3,836,254		$	3,536,757
Valuation allowance	$	(3,836,254	)	$	(3,536,757	)
Net deferred tax asset	$	-		$	-

As on the reporting date, the Company had net operating loss carryovers of $3,836,254 that may be applied against future taxable income and expires at various dates between 2026 and 2031, subject to certain limitations. The Company has a deferred tax asset arising substantially from the benefits of such net operating loss deduction and has recorded a valuation allowance for the full amount of this deferred tax asset since it is more likely than not that some or all of the deferred tax asset may not be realized.

NOTE 7 - RECLASSIFICATIONS

Prior year balances are reclassified to conform to the current year presentation.

NOTE 8 - CONTINGENCIES

The management reviewed with the legal team and concludes that there are no disputes remaining unresolved and hence there are no contingent liabilities as on the reporting date. The company is trying to settle the claims by share issuance as and when received and processed.

NOTE 9 - NOTES PAYABLE

No notes payable is outstanding as on the reporting date.

NOTE 10 - MANAGEMENT ASSERTIONS ON CRITICAL AUDIT MATTERS

Manuals and handbooks: Absence of written manuals and handbooks is the concern for the audit. Since the Company is involving experienced professionals for the day to day operations, the need for specialized training was not felt. So also, the need for the written manuals and handbooks. However, the Management is aware of the need for standard operating procedures to educate and train its growing general staff. Preparation of manuals and handbooks has begun.

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

NONE.

ITEM 9B. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

With the change in the management, this Company is contracting to receive the administrative support and is planning to provide adequate controls and procedures in place in due course.

For the current quarter, the Company has few transactions. The book-keeping and the financial statement preparations were handled by qualified professionals and hence this management believes that there are adequate controls and procedures for the current period covered by this report which are effective to ensure that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, as appropriate to allow timely decisions regarding disclosure. It has been determined by our management that the Company has adequate segregation of duties consistent with control objectives and has also adapted various accounting policies in accounting and financial reporting with respect to the requirements and application of GAAP and SEC requirements. The Company has effective controls over the financial disclosure and reporting processes.

Management’s Annual Report on Internal Control over Financial Reporting

The management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. The internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. The system of internal control over financial reporting prevent or detect misstatements. All projections such as evaluation of effectiveness to future periods, are provided by well experienced professionals, while the same can be subject to inherent risks such as changing conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The management conducts quarterly evaluation of the effectiveness of internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on its evaluation, the Company is constantly requiring the experts to improve the system so as to remove any material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness is eliminated by segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by experts with adequate oversight by a professional with accounting expertise.

In general, there have been no changes in our system of internal controls over financial reporting during the current period of reporting, while the management has been constantly reviewing and eliminating any area of material weakness. The management assertion is adequate internal control over financial reporting.

However, this company being not a fully reporting company is not required to adhere to detailed and exhaustive procedures.

ITEM 9C. OTHER INFORMATION

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the names of our current directors and executive officers. Also, the principal officers and positions with us held by each person and the date such person became our director, executive officer. Our executive officers are appointed by our Board of Directors. Our directors serve until the earlier occurrence of the election of his or her successor at the next meeting of stockholders, death, resignation or removal by the Board of Directors.

Sada Cumber	Chairman of the Board of Directors	1^st October, 2019
John S Butler	Director	1^st October, 2019
Geoffrey S Connor	Director	1^st October, 2019
Saskya Bedoya	President	22^nd January 2019
Murugan Venkatchalam	Secretary	30^th June 2019
Gabriel Blanco	Controller	10^th October, 2019

BIOGRAPHIES

Sada Cumber - Chairman of the Board of Directors.

For more than the past five years, Mr. Cumber has been a self-employed entrepreneur focused on a myriad of small and large industries. Mr. Cumber served as the first U.S. Special Envoy to the OIC, a 57-nation NGO. As a U.S. ambassador he engaged in hard and soft diplomacy, advancing the interests of America and its allies while building new partnerships and keeping pressure on America’s rivals. Additionally, drawing on his diplomatic, international, and entrepreneurial experience, he speaks and lectures internationally. He has been written about and quoted in publications including Forbes, The Wall Street Journal, and Business Journal. His editorials have appeared in The Hill and Daily Signal. Prior to his appointment as Special Envoy, Mr. Cumber was a technology entrepreneur who founded over a dozen companies, some of which were acquired by Fortune 500 companies; most notable – Chairman and CEO of Psionic Technologies, Inc. (a cybersecurity firm acquired by Cisco Systems, NASDAQ: CSCO); Co-founder of Applied Science Fiction (assets acquired by Kodak, NYSE: EK); owner of Triumph Flexo Industries (acquired by American Greetings, NYSE: AM). Mr. Cumber’s current projects include Eden LLC memory care, Plumbrook Global Consulting Company, and TCMS, which is developing a digital device that applies cosmetics pixel by pixel on human skin. At the intersection of entrepreneurship with public policy and higher education, Mr. Cumber has chaired the Texas 5-Year Strategic Plan for International Business and served on the Texas Economic Development Board, the Texas Emerging Technology Fund, World Congress Information Technology, the Texas Business Council, the Governor’s Task Force on Higher Education, and the Texas Higher Education Coordinating Board. Mr. Cumber was born in 1951. He holds a bachelor’s degree in Commerce and a master’s degree in History, both from the University of Karachi.

John S Butler – Director.

Professor John Sibley Butler is a globally recognized expert in management, entrepreneurship, sociology, and the interconnectivity between them. His research is in the areas of organizational behavior and new venture development. At the University of Texas at Austin he holds the J. Marion West Chair for Constructive Capitalism in the Graduate School of Business (Department of Management) and the Darrell K. Royal Regents Professorship in Ethics and American Society (Sociology). From 2002 to 2013 he directed the IC2 Institute, an organization dedicated to the creation of new ventures throughout the world, where he continues to serve as Research Fellow. He is a former director of Herb Kelleher Center for Entrepreneurship. Professor Butler also occupies the Distinguished Visiting Professor position at Aoyama Gakuin University in Tokyo, Japan, where he lectures on new venture start-ups and general entrepreneurship and holds the same status at Peking University in China. His vision was essential in the emergence of Austin, Texas as a technology hub. He has served as a consultant for many firms as well as the U.S. Military. At this time Professor Butler is Management Consultant for State Farm Insurance Companies. He was a distinguished member of the Advisory Team of Governor George Bush’s 2000 Presidential Campaign. Professor Butler has appeared on over 30 radio and television programs, including Eye on America (CBS Nightly News), The Jim Leher News Hour, CBS Radio Talk Show, The Osgood Report, and Public Radio. His research has appeared in The Wall Street Journal, The New York Times, The Chicago Tribune, Time Magazine, U.S. News and World Report, and other newspapers and magazines across America. His publications include Framework for Research on Leadership, Cohesion, and Values; Entrepreneurship and Self-Help Among Black Americans: A Reconsideration of Race and Economics; All That We Can Be: Black Leadership and Racial Integration the Army Way (with Charles C. Moskos – winner of the Washington Monthly Best Book Award); and Immigrant and Minority Entrepreneurship: The Continuous Rebirth of American Communities (with George Kozmetsky, forthcoming). Professor Butler was born in 1947. He earned his undergraduate from Louisiana State University in Baton Rouge and his Ph.D. from Northwestern University in Evanston, Illinois. He is a decorated Vietnam Veteran.

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Geoffrey S. Connor – Director.

Geoffrey S. Connor is an attorney, businessman, former government official, consultant, scholar and advisor in international, regulatory, environmental, and governmental affairs. Mr. Connor served as Texas Secretary of State from 2003 to 2005, after having served as Deputy Secretary of State 2001 to 2003. He was the first modern Texas Secretary of State to use the office to promote Texas business internationally. As the state’s chief international officer, Connor led trade missions to many diverse countries, including China, Mexico, Brazil, France, Japan, Trinidad and Tobago, Vietnam, and Ethiopia. He also hosted visiting international dignitaries and investor groups in Texas making it one of the leading destinations for foreign investment. During Mr. Connor’s tenure, Texas overtook California as America’s largest exporting state. His previous public service included senior positions in the Governor’s Office, Department of Agriculture and Texas Commission on Environmental Quality. In the private sector, Mr. Connor practiced at top-tier law firms in administrative, regulatory and governmental affairs. He cofounded Texas Global, an international strategic consulting firm that advised clients on government affairs, economic development, and corporate growth. Mr. Connor was also a cofounder of a boutique investment advisory firm. Mr. Connor has maintained a strong international focus with ties to a variety of international communities in Texas and the United States. He is frequently sought as a speaker on issues of international politics, regulatory law, the world economy, and cross-cultural cooperation. He also serves as a contact and advisor for foreign businesses and organizations seeking to achieve business or policy goals in the U.S., as well as by U.S. entities looking to enhance their performance or impact abroad. His continued work with international clients has taken him to the UAE, Malta, New Zealand, Barbados, Pakistan and India. Mr. Connor served as an international election monitor for presidential elections in Liberia in 2006, Georgia in 2008, and Ukraine in 2010. He is a National Security Fellow with the Clements Center for National Security at the University of Texas at Austin. He previously worked as Director of Strategy for the Center and helped to organize conferences of leading scholars in the fields of national security, diplomacy, intelligence and defense. Mr. Connor is active in a number of civic, educational, and professional organizations. He is a member of the Board of Directors for the Asia Society of Texas, the Liberal Arts Advisory Board of Texas State University and the Austin Council on Foreign Affairs. He is member of the Explorers Club of New York, the Venerable Order of St. John, the Sovereign Military Order of the Temple of Jerusalem, and also serves as a JAG officer in the Texas State Guard. He has a BA in International Studies from Texas State University, a JD from the University of Texas Law School, a Graduate Certificate in Intelligence Studies from the Bush School of Texas A&M University, and a PhD in History from the University of Texas. He is the author of The Rise of Houston as a Global City, to be published by Texas A&M University Press in 2020. Geoffrey S. Connor was born in 1963.

Saskya Bedoya – President, Treasurer and Director.

Ms. Bedoya has a comprehensive background in account management, operational, regulatory and financial reporting areas. She brings nearly two decades of financial management experience, with responsibility for overseeing treasury, human resources and administrative functions, including more than 15 years at Dallas – based JMJ Development. A special focus of Bedoya’s work has been developing policies and procedures which improve performance and productivity. She has been employed exclusively within real estate development, construction, operation and asset management since completing her academic career at Texas State University in San Marcos.

Murugan Venkat – Secretary and Director.

Dr. Venkat brings his diverse global executive experience to financial and compliance aspects of corporate governance as well as to the integrity of its framework. Venkat has a Ph.D. in corporate finance from the University of Madras, India and began his career as an Associate Professor teaching finance, accounting and auditing at IMFR in Chennai. Before moving to the United States, he spent a decade as FA & CAO in the construction industry, three years as the chief accountant in a sugar manufacturing company and three years as the controller in an airline. In the beginning of this century, he helped an American aviation company for setting up an airline by adding 10 Boeing aircrafts one by one over a period of 3 years. Then he was controller for ten years in a manufacturing company in South Florida. Besides his involvement in Carnegie Development, he is also teaching online at CTU.

Gabriel Blanco, CPA – Controller.

Gabriel Blanco currently serves as a controller, supervising accounting matters such preparation of financials statement and SEC filings. He has over 10 years of experience in public accounting and leading accounting departments. Prior to Joining Carnegie Development Inc Gabriel worked for several large public companies, including KPMG, in positions such as Tax Accountant, Controller, and Auditor. Gabriel holds a BS and MA in accounting from Florida International University. He is a certified public accountant and is a member of the American Institute of Certified Public Accountants.

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Section 16(a) Beneficial Ownership Compliance.

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers, directors and persons who own more than ten percent of our shares of common stock, to file initial reports of beneficial ownership on Form 3, changes in beneficial ownership on Form 4 and an annual statement of beneficial ownership on Form 5, with the SEC. Such executive officers, directors and greater than ten percent shareholders are required by SEC rules to furnish us with copies of all such forms that they have filed.

Based solely on our review of the copies of such forms filed with the SEC electronically, received by us and representations from certain reporting persons, for the fiscal year ended December 31, 2019, none of the officers, directors and more than 10% beneficial owners have filed Form 5 with the SEC.

Broadview Holdings LLC is the majority shareholder but does not involve in the day to day activities of the Company and hence is a passive ownership.

Code of Ethics

We have adopted a code of ethics for our principal executive officers.

Director Independence

Our determination of independence of directors is made using the definition of “independent director” contained in Rule 4200(a)(15) of the Marketplace Rules of the NASDAQ Stock Market (“NASDAQ”), even though such definitions do not currently apply to us because we are not listed on NASDAQ. We have determined that none of the members of our Board of Directors as of December 31, 2019 were “independent” within the meaning of such rules.

ITEM 11. EXECUTIVE COMPENSATION

There was no executive compensation for the current year.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the accounting year 2019, $66,281 is owed for the related party transactions.

ITEM 13. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Independent Public Accountants

Our independent accountants for the fiscal year ended December 31, 2019 and for the fiscal year ended December 31, 2018 was Yusufali & Associates LLC. Below is a summary of the fees billed to us by our independent accountants for professional services rendered for 2019 and 2018:

Fee Category	2019		2018
Audit Fees		17,500		10,000
Audit-Related Fees		-
Tax Fees		-
All Other Fees		-
Total Fees		17,500		10,000

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ITEM 14. EXHIBITS.

Exhibit No.		Description
31.1		RULE 13A-14(A)/15D-14(A) CERTIFICATIONS
31.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

_________

Filed Herewith

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

Dated: 15^th April, 2020

/s/ Saskya Bedoya

By: Saskya Bedoya

Its: President

In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: 15^th April, 2020

/s/ Saskya Bedoya

Saskya Bedoya

Director and Treasurer

Carnegie Development, Inc - FORM 10-K - April 16, 2020

Attached files

Carnegie Development, Inc Reports