UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2020~~2021

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

~~Commission~~CARNEGIE ~~File~~DEVELOPMENT, ~~Number~~INC. ~~333-208350~~(Exact Name of Registrant as Specified in its Charter)

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, Nevada		89509
(Address of principal executive offices)		(Zip Code)

Nevada		76-0513297
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

~~3495~~Securities ~~Lakeside~~registered ~~Drive,~~pursuant ~~#1087,~~to ~~Reno,~~Section ~~NV,~~12(b) ~~89509.~~of the Act: None

Securities registered pursuant to Section 12(~~Address~~g) of ~~principal~~the ~~executive~~Act: ~~offices)~~Common ~~(Zip~~Stock, ~~Code)~~$0.00001 par value

~~(800)~~Indicate ~~345~~by check mark if the Registrant is a well-~~8561~~known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

(Indicate by check mark if the Registrant’s ~~telephone~~is ~~number,~~not ~~including~~required ~~area~~to ~~code~~file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the ~~registrant~~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~~Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒☐ Yes ☐☒ No

Indicate by check mark whether the ~~registrant~~Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the ~~registrant~~Registrant was required to submit ~~and post~~ such files). ☒☐ Yes ☐ ☒ No

Indicate by check mark whether the ~~registrant~~Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” ~~and~~ “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 ☒ Emerging ~~Growth~~growth ~~Company~~company ☒☐

If an ~~Emerging~~emerging growth company, indicate by check mark if the ~~registrant~~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~~Registrant ishas filed a ~~shell~~report ~~company~~on ~~(as~~and ~~defined~~attestation into ~~Rule~~its ~~12b-2~~management’s assessment of the ~~Exchange~~effectiveness ~~Act~~of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. ☐7262(b)) ~~Yes ☒~~by Nothe registered public accounting firm that prepared or issued its audit report. ☐

AsIndicate ofby ~~November~~check ~~14,~~mark ~~2020,~~whether ~~there~~the ~~were~~Registrant ~~46,203,716~~is ~~shares~~a ofshell ~~common~~company ~~stock~~(as ~~issued~~defined ~~and~~in ~~outstanding~~Rule 12b-2 of the Act). ☐ Yes ☒ No

State the aggregate market value of the voting and nonvoting common equity held by non-affiliates computed by reference to the price at which the common equity was last 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 second fiscal quarter.

Held by Non-affiliates at Market Price as on March 31, 2021

Voting	Common Stock	6,203,716 Shares	$2.80 per Share	$17,370,405

DOCUMENTS INCORPORATED BY REFERENCE

None

TABLE OF CONTENTS

		Page
PART 1. FINANCIAL INFORMATION
Part I Financial Information
Item 1.	Financial Statements	3
Item 1	Financial Statements	3
Item 2.	Management’s Discussions and Analysis of Financial Condition and Results of Operations	15
	Balance Sheet	3
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	17
	Statement of Operations	4
Item 4.	Controls and Procedures	17
	Statement of Cash Flows	5
PART 2. OTHER INFORMATION
	Statement of Shareholder’s Equity Statement	6
Item 1.	Legal Proceedings	18
	Notes to Financial Statements	7
Item 2.	Unregistered Sales of Securities and Use of Proceeds	18
Item 2	Management’s Discussion and Analysis of Financial Condition and results of Operation	12
Item 5.	Other Information	18
Item 3	Quantitative and Qualitative Disclosures about Market Risk	14
Item 6.	Exhibits	19
Item 4	Controls and Procedures	14
SIGNATURES		20
	Evaluation	14
	Management’s Report on Internal Control over Financial Reporting	14
Part II Other Information
Item 6	Exhibits	16

Carnegie Development, INC.

Carnegie Development INC

BALANCE SHEET (unaudited)

As of March 31, 2021

Current

Prior

As of

3/31/2021

12/31/2020

ASSET

Notes

USD

Current asset

Cash and cash equivalents

863

907

TOTAL ASSET

863

907

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities

Accounts payable

239,522

239,352

Credit card payable

1,423

669

Loan from related party

156,688

156,921

Total liabilities

397,633

396,942

Shareholders’ equity

Series A preferred stock: 1,000 shares authorized, par value $0.001 per share; 1,000 shares issued and outstanding on March 31, 2021 and 1,000 shares issued and outstanding on December 31, 2020

Common stock: 250,000,000 shares authorized, par value $0.00001 per share, 46,203,716 shares issued and outstanding on March 31, 2021 and 46,203,716 shares issued and outstanding on December 31, 2020

3,532,757

3,532,757

Additional paid in capital

3,999

3,999

Accumulated loss

(3,933,527

)

(3,932,792

)

Total shareholders’ equity

(396,770

)

(396,035

)

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

863

907

Unaudited Condensed Consolidated Balance Sheet

			Sep 30, 2020			Dec 31, 2019
	Notes		USD			USD
ASSETS
Current assets
Cash and cash equivalents				1,039			84
Construction in progress				10,568,691			-
				10,569,730			84
Non- Current assets
Land				15,755,181			-
Goodwill		3		22,006,328			-
				37,761,509			-
TOTAL ASSETS				48,331,239			84
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payables and accruals				3,922,543			230,375
Loan from related party		4		155,854			90,411
Credit card payable				177			1,724
				4,078,574			322,510
Non-Current liabilities
Promissory Notes		5		9,755,888			-
Loan from bank				11,603,564			-
Other non-current liabilities				723,237			-
EIDL from SBA				569,300			-
				22,651,989			-
Total liabilities				26,730,563			322,510
Shareholders’ equity
Series A preferred stock: 1,000 shares authorized, par value $0.001 per share; 1,000 shares issued and outstanding on September 30, 2020 and 1,000 shares issued and outstanding on December 31, 2019		6		1			1
Series I Cumulative Convertible Preferred Stock: 100,000 shares authorized, par value $0.001 per share; 21,786 shares issued and outstanding on September 30, 2020 and Nil shares issued and outstanding on December 31, 2019,		6		22			-
Common stock: 250,000,000 shares authorized, par value $0.00001 per share, 46,203,716 shares issued and outstanding on September 30, 2020 and 41,153,156 shares issued and outstanding on December 31, 2019		6		3,532,757			3,532,757
Non-controlling interests				220,063			-
Additional paid in capital		6		21,790,242			3,999
Accumulated loss				(3,942,409	)		(3,859,183	)
Total shareholders’ equity				21,600,676			(322,426	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY				48,331,239			84

See accompanying notes to financial statements.

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Unaudited Condensed Consolidated Statement of Operations

Carnegie Development INC
STATEMENT OF OPERATIONS
	For 3 months			For 3 months
	ended			ended
	3/31/2021			3/31/2020
	unaudited			unaudited
	USD			USD

Revenues		-			-

Cost of revenues		-			-
GROSS LOSS		-			-

General and Administrative expense
Bank charges		73
Dues and subscription		305			507
Legal and professional expense		169			3,944
Office supplies & Software purchases		27			163
Office/General Admin expenses		35
State Filing Fees		125
Taxes and licenses		-
Managerial remuneration		-			-
Total General and Administratived Expense		735			4,614

LOSS FOR THE YEAR		(735	)		(4,614	)

Net loss per share of common stock attributable to common stockholder
Basic		(0.0000	)		(0.0001	)
Diluted		(0.0000	)		(0.0001	)

Weighted average shares used in computing net loss per share of common stock
Basic		46,203,716			46,203,716
Diluted		46,203,716			46,203,716

	Three months ended						Nine months ended
	Sept 30, 2020			Sep 30, 2019			Sep 30, 2020			Sep 30, 2019
Revenues		-			-			-			-
Cost of revenues		-			-			-			-
GROSS LOSS		-			-			-			-
General and Administrative expense		(51,008	)		(45,779	)		(83,226	)		(57,062	)
LOSS FOR THE PERIOD		(51,008	)		(45,779	)		(83,226	)		(57,062	)

See accompanying notes to financial statements.

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Unaudited Condensed Consolidated Statement of Cash Flows

Carnegie Development INC
STATEMENT OF CASH FLOWS
	For 3 months			For 3 months
	ended			ended
	3/31/2021			3/31/2020
	unaudited			unaudited
	USD			USD

OPERATING ACTIVITIES
Net Gain (Loss)		(735	)		(4,614	)
Adjustments for:
Change in accounts payables and accruals		169			4,614
Change in credit card payable		173

Net cash used in operating activities		(392	)		-

FINANCING ACTIVITY
Loan from related party		348

Net cash from financing activity		348			-

Net increase in cash and cash equivalents		(45	)		-
Cash and cash equivalents at beginning of period		907			84
Cash and cash equivalents at end of period		863			84

SUPPLEMENTAL DISCLOSURE: None

		Nine months ended
		September 30			September 30
		2020			2019
	Notes	USD			USD
OPERATING ACTIVITIES
Loss for the period			(83,226	)		(57,062	)
Adjustments for :
Working capital change :
Transfer of construction in progress			(10,568,691	)		-
Change in accounts payables and accruals			3,692,167			627
Change in credit card payable			(1,546	)		-
Net cash used in operating activity			(6,961,296	)		(56,435	)
INVESTING ACTIVITY
Transfer of Land			(15,755,181	)		-
Net cash used in investing activity			(15,755,181	)		-
FINANCING ACTIVITIES
Loan from related party			65,443			56,519
Transfer of Promissory Notes			9,755,888			-
Transfer of Loan from bank			11,603,564			-
Transfer of other non-current liabilities			723,237			-
Transfer of EIDL from SBA			569,300			-
Net cash from financing activities			22,717,432			56,519
Net increase in cash and cash equivalents			955			84
Cash and cash equivalents at beginning of period			84			-
Cash and cash equivalents at end of period			1,039			84
SUPPLEMENTAL DISCLOSURE:
Non-cash financing activity
Conversion of Additional paid in capital into equity share capital			-			1,142,640
Conversion of Accounts payable into equity share capital			-			120,000

See accompanying notes to financial statements.

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~~Unaudited~~Carnegie ~~Statement~~Development INC STATEMENT OF SHAREHOLDER'S EQUITY As of ~~shareholders’~~March ~~equity~~31, 2021

												Additional			Non-
	Series APreferred Stock				Common Stock				Accumulated			Additional paid in			Total Shareholders'
	Preferred Stock				Common Stock				Accumulated			paid in			controlling
	Shares		Amount		Shares		Amount		loss			capital			Equity
	Shares		Amount		Shares		Amount		loss			capital			interests			Total
Balance as on January 1, 2019		1,000		1		41,153,156		2,270,117		(3,536,757	)		1,146,639			(120,000	)
Balance as on January 1, 2019		1,000		1		41,153,156		2,270,117		(3,536,757	)		1,146,639			-			(120,000	)
Shares issued		-		-		5,050,560		1,262,640		-			-			1,262,640
Shares issued		-		-		5,050,560		1,262,640		-			-			-			1,262,640
Converted to equity shares		-		-		-		-		-			(1,142,640	)		(1,142,640	)
Converted to equity shares		-		-		-		-		-			(,142,640	)		-			(1,142,640	)
Net loss during the year		-		-		-		-		(322,426	)		-			(322,426	)
Net loss during the year		-		-		-		-		(322,426	)		-			-			(322,426	)
Balance as on December 31, 2019		1,000		1		46,203,716		3,532,757		(3,859,183	)		3,999			(322,426	)
Balance as on December 31, 2019		1,000		1		46,203,716		3,532,757		(3,859,183	)		3,999			-			(322,426	)
Net loss during the year		-		-		-		-		(73,609	)		-			(73,609	)
Issued for acquisition of SPEs		21,786		22		-		-		-			21,786,243			-			21,786,265
Balance as on December 31, 2020		1,000		1		46,203,716		3,532,757		(3,932,792	)		3,999			(396,035	)
Transfer on acquisition of SPEs		-		-		-		-		-			-			220,063			220,063
Net loss during the year		-		-		-		-		(735	)		-			(735	)
Net loss during the year		-		-		-		-		(83,226	)		-			-			(83,226	)
Balance as on March 31, 2021		1,000		1		46,203,716		3,532,757		(3,933,527	)		3,999			(396,770	)
Balance as on September 30, 2020		22,786		23		46,203,716		3,532,757		(3,942,409	)		21,790,242			220,063			21,600,676

See accompanying notes to financial statements.

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~~Notes~~CARNEGIE onDEVELOPMENT ~~Accounts~~INC ~~for~~NOTES ~~the~~TO ~~3rd~~FINANCIAL ~~quarter~~STATEMENTS ~~ended~~March ~~September 30~~31, ~~2020~~2021

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Carnegie Development Inc ~~(the “Company” or the “Parent Company”)~~., is a publicly trading company under the symbol, “CDJM”

The ~~company~~Company ~~website~~Website is ~~https~~http://~~www~~carnegiedevelopment.~~carnegie-development.com~~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 1st, 2019 the Articles of Incorporation has been amended and the new name is Carnegie Development, Inc.

On Friday 5th June 2020, FINRA approved the name change as well as the symbol change. The new CUSSIP is 14350V108

The Company, and its Special Purpose Entities are engaged principally in the ownership, management, development, and operation of real estate development activities

On September 30, 2020, the Company acquired 99% of the Membership Interest ownership of six Special Purpose Entities (the “SPE”) in exchange of (a) Promissory Notes carrying an interest at the rate of 6% payable on or before September 30, 2025 and (b) 21,786 Shares of Series I Cumulative Convertible Preferred Stock.

The Group comprises of the Company and the following Special Purpose Entities:

	Effective Beneficial Ownership		Principal Activity
126 Villita LLC		99%	Real Estate Development
D4AVEG, LLC,		99%	Real Estate Development
D4KL LLC		99%	Real Estate Development
Mansion Apartment Homes at Maine Creek LLC		99%	Real Estate Development
Ridgeview Addition LLC		99%	Real Estate Development
Villita Towers LLC		99%	Real Estate Development

Going concern

The ~~Group~~Company has an accumulated deficit of $ 3,~~942~~933,~~409~~527 as on the reporting date and there was no revenue since inception. Since this company is not a fully reporting company and is filing the reports voluntarily, the Company is currently filing the unaudited financial statements and wait for the audited financial statements

The ~~Group~~Company is also seeking debt or equity financing to fund its development plan although no financing arrangements are currently in place and the ~~Group~~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 ~~Group~~Company to continue as a going concern.

7 Table of Contents

Basis of Presentation

~~These~~This ~~condensed financial statements have been prepared by the~~ Company inuses ~~accordance with GAAP for interim financial information and~~ the ~~applicable~~enterprise ~~rules~~reporting ~~and~~under ~~regulations of~~ the ~~Securities~~provisions ~~and Exchange Commission. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. However, in the opinion~~ of ~~management,~~Statement ~~the interim financial statements include all adjustments, consisting~~ of ~~only~~Financial ~~normal~~Accounting ~~recurring~~Standards ~~adjustments,~~("SFAS”) ~~necessary~~no. ~~for a fair statement of the results of the periods presented~~7. The ~~results~~accompanying ~~of operations for the three and nine months ended September 30, 2020 and 2019, are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated~~ financial statements ~~should~~are beprepared ~~read~~ in ~~conjunction~~accordance with ~~the~~Generally ~~Company’s~~accepted ~~audited~~accounting ~~financial~~principles ~~statements~~(“US ~~and~~GAAP”) ~~notes thereto included~~ in the ~~Company’s~~United ~~Annual~~States ~~Report~~of ~~on Form 10-K for the year ended December 31, 2019~~America.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates and Assumptions

The preparation of ~~condensed~~ financial statements ~~in conformity with generally accepted accounting principles (“GAAP”)~~ requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities, ~~the~~and disclosure of contingent assets and liabilities ~~and~~at the ~~reported~~date ~~amounts~~ of ~~revenues and expenses during~~ the ~~year. The Company considered impacts to its estimates related to COVID-19, as appropriate, within its unaudited condensed consolidated~~ financial statements and ~~there may be changes to those estimates in future periods. The Company believes that its accounting estimates are appropriate after considering~~ the ~~increased~~reporting ~~uncertainties~~amounts ~~surrounding~~of ~~the~~revenues ~~severity~~ and ~~duration~~expenses offor the ~~COVID-19~~reported ~~pandemic~~period. Actual results ~~could~~will differ from those estimates.

~~Principles~~Included in these estimates are legal risks and exposures, valuation of ~~Consolidation~~stock-based compensation, the potential outcome of future tax consequences of events that have been recognized in the financial statement or tax returns.

~~The~~7 ~~accompanying~~Table ~~Condensed Consolidated Financial Statements include the accounts~~ of the Company, the Company’s SPEs with the calculations of the controlling interest in the SPEs by the Company, in which calculations the Company determined to be a primary beneficiary of a variable interest entity (“VIE”) in accordance with the Consolidation guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). All inter-company balances and transactions have been eliminated in consolidation. The information presented in the accompanying Condensed Consolidated Financial Statements is unaudited and reflects all adjustments which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods presented, and all such adjustments are of a normal recurring nature. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited Annual Report on Form 10-K for the year ended December 31, 2019 (the “10-K”), as certain disclosures in this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, that would duplicate those included in the 10-K are not included in these Condensed Consolidated Financial StatementsContents

CARNEGIE DEVELOPMENT INC

NOTES TO FINANCIAL STATEMENTS

March 31, 2021

Cash and Cash Equivalents

For purposes of the statement of cash flows, the ~~Group~~Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Construction in progress

Construction in progress is stated at cost. Cost comprises the cost incurred during the development of the project, including:

i. the costs incurred on development works, construction, etc., together with the costs of ancillary activities; and ii. the cost of various design and other technical studies, infrastructure design and master planning conducted in connection with the project, together with all other expenses incurred in connection therewith.

8 Table of Contents

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets until such time as the assets are substantially ready for their intended use. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

Accounts payables

Accounts payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non- current liabilities.

Accounts payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.

Borrowings

Long term loans are recognized initially at fair value, net of transaction costs incurred. Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Concentration of Credit Risks

The ~~Group~~Company is ~~subject~~engaged toin ~~concentrations~~land ofacquisitions ~~credit~~for ~~risk~~real ~~primarily~~estate ~~from cash and cash equivalents~~development.

The ~~Group’~~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

As part of real estate development, this company can sell the well laid-out paper lots (a parcel with an approved tract map which is essentially a level of entitlements) as approved by the city and/or use the paper lots for building (a) single family homes; (b) multi-family homes; and/or (c) Rent-To-Build Homes.

Fair Value of Financial Instruments

The ~~Group~~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.

9The ~~Table~~Company ofdid ~~Contents~~not have any Level 2 or Level 3 assets or liabilities on the reporting date.

The ~~Group~~Company did not ~~have~~identify any ~~Level~~non-recurring 2assets orand ~~Level~~liabilities 3that ~~assets~~are orrequired ~~liabilities~~to onbe presented in the ~~reporting~~balance ~~date.~~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.

Additional Disclosures Regarding Fair Value Measurements

The carrying value of cash and cash equivalents, credit card payable, accounts payable and loan from related party approximate their fair value due to the short maturity of these items.

Revenue Recognition

The ~~Group~~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 ~~Group~~company has not earned any revenue.

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CARNEGIE DEVELOPMENT INC

NOTES TO FINANCIAL STATEMENTS

March 31, 2021

Advertising

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

Share-Based Payment

The ~~Group~~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.

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.

Fair Value Measurements

For certain financial instruments, including cash and cash equivalents, credit card payable, accounts payable and loan from related party, the carrying amounts approximate fair value due to their relatively short maturities.

The Group 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 balance sheet for current liabilities 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.

10 Table of Contents

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 Group 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 Group chose not to elect the option to measure the fair value of eligible financial assets and liabilities.

Provisions

Provisions are recognized when the ~~Group~~Company has a present legal or constructive obligation asbecause ~~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.

Net Income per Share

The ~~Group~~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.

3. ~~GOODWILL~~LOAN FROM RELATED PARTY

Group acquired a goodwill in the current year on acquisition of six Special Purpose Entities by acquiring 99% shares in exchange for the consideration.

Goodwill was derived by deducting total value of liabilities of SPEs taken over by the Company, from total value of SPEs at which they are acquired.

The Company issued 21,786 Series I Cumulative Convertible Preferred Stock, at issue price of $1 having liquidation value of $ 1000 per share.

4. LOAN FROM RELATED PARTY

A short-term loan was extended by a related party to finance working capital requirements of the Company. The loan is unsecured, and non- interest bearing, with no set terms of repayment.

5.4 ~~NOTE~~COMMON ~~PAYABLE~~STOCK AND PREFERRED

~~The~~STOCK ~~Company~~Common issued Promissory Note as part of acquisition of six Special Purpose Entities, in exchange of the existing Promissory Notes signed by these six Special Purpose Entities. The note payable is payable on demand, maturing on September 30, 2025, bearing interest rates of 6% per annum, payable quarterly. The Note is to be secured by a Collateral Pledge of the Interest to and in favor of Transferor of all six SPEs.Stock

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6. 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.

Series I - [1] Designation: A series of preferred stock is hereby designated as Series I Cumulative Convertible Preferred Stock. [2] Par value is $0.001 per share; [3] Authorized to issue 100,000 shares; [3] Liquidation Preference: The holders of the Series I Cumulative Convertible Preferred Stock has the liquidation preference over the Junior Securities. [4] Dividends: The holders of the Series I Cumulative Convertible Preferred Stock shall be entitled to receive @ 7% per annum on the “Liquidation Value” as quarterly cumulative dividends in preference to and with priority over dividends upon all “Junior Securities” [5] Number: The number of shares is fixed at 1,000. As on the reporting date, 1,000 shares are authorized, issued and outstanding. [6] Conversion: The Series I Cumulative Convertible Preferred Stock is convertible into shares of common stock at the conversion price and at the option of the holders, either in whole or in part commencing the first business day after 30th June 2021. [7] Conversion Price: The amount obtained by multiplying (i) 0.9 byTable ~~(ii) the simple average~~ of the daily closing price of the common stock for the 20 business days ending on the last business day of the calendar week immediately preceding the date of conversion, provided however the conversion price shall not be less than $4 (i.e. 250 common shared per $1,000 Liquidation Value) [8] Voting Rights: The Series I Cumulative Convertible Preferred Stock, collectively, are entitled to limited voting rights on select issues. [9] Liquidation value of the Series I Cumulative Convertible Preferred Stock is $1,000 per share. [10] There is currently 5 shareholders of record of the company’s Series I Cumulative Convertible Preferred Stock [11] The Series I Cumulative Convertible Preferred Stock can be redeemed at the option of the Issuer [12] On September 30, 2020 the Company issued 21,786 shares. Contents

CARNEGIE DEVELOPMENT INC

NOTES TO FINANCIAL STATEMENTS

March 31, 2021

Additional paid in capital

Additional paid in capital ~~attributable to Series A preferred stock~~ is ~~$ 3,999 and additional paid in capital is~~ attributable to Series IA ~~Cumulative Convertible~~ preferred stock ~~is $21,786,243~~.

7.5 RELATED PARTY TRANSACTIONS

Related parties comprise the shareholders, directors, key management personnel of the Company, and entities controlled, jointly controlled, or significantly influenced by such parties.

The company enters transaction with related parties which arise in the normal course of business from the commercial transactions and same are approved the board.

Since 2019, this company is receiving short loan from a private business entity to pay the bills. The Chairman & the CEO of this company is also managing the private business entity which is providing the short-term loan to this company.

No remuneration was paid to any directors or members of key management during the ~~period~~current ~~ended~~reporting ~~September 30, 2020 (2019: Nil).~~year

8. INCOME TAXES

		Q1 2021				Q4 2020				Q3 2020				Q2 2020
Compensation.		$	0			$	0			$	0			$	0

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 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.

12When ~~Table~~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 ~~Contents~~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.

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 grouping 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 ~~Group’~~Company's effective tax rate to the statutory federal rate is as follows:

	Sep 30, 2020			Dec 31, 2019
Deferred tax assets:
Net operating loss carryovers		3,942,409			3,859,183
Stock-based compensation		-			-
Other temporary differences		-			-
Total deferred tax assets		3,942,409			3,859,183
Valuation allowance		(3,942,409	)		(3,859,183	)
Net deferred tax asset		-			-

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~~9. CONTINGENCIES~~CARNEGIE ~~AND~~DEVELOPMENT ~~COMMITMENTS~~INC NOTES TO FINANCIAL STATEMENTS March 31, 2021

	3/31/2021 USD			2020 USD
Deferred tax assets
Net operating loss carryovers		3,933,757			3,932,792
Stock-based compensation		-			-
Other temporary differences		-			-
Total deferred tax assets		3,933,757			3,932,792
Valuation allowance		(3,933,757	)		(3,932,79	)
Net deferred tax asset		-			-

As on the reporting date, the Company had net operating loss carryovers of $3,933,757 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 the deferred tax asset may not be realized.

7 CONTINGENCIES AND COMMITMENTS

Contingencies

Silverland Finance Ltd, Platinum Investment Corporation, Lin Zhou, Jin Wang, and Li Jun (collectively known as plaintiffs) have filed a law suit on (i) Wal1007, LLC, (ü) Wal1009, 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 25th November, 2019, this Group was served with the notice of the court case. On December 30, 2019 this Group 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 Group withdrew the Motion to Dismiss on February 5, 2020. No other material events occurred in this case since 21st March 2020.NONE

The Management did not provide any provision for this litigation.

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Capital commitments

OnFor ~~September~~the ~~30,~~current ~~2020~~reporting year, the ~~Group~~Company ~~has~~had no capital commitments ~~(2019:~~which ~~Nil)~~is the same for the previous reporting year.

10The management reviewed with the legal team and concluded that there are no disputes remaining unresolved and hence there are no contingent liabilities as on the reporting date. ~~SUBSEQUENT~~ ~~EVENTS~~The company is trying to settle the claims by share issuance as and when received and processed.

On8 SUBSEQUENT 11 March 2020, the World Health Organization made an assessment that the outbreak of a coronavirus (COVID-19) can be characterized as a pandemic. As a result, the economic and risk environment in which the Group operates has been impacted. This situation arising and any possible impact to these financial statements is considered a subsequent, non-adjusting eventEVENTS

On 11 March 2020, the World Health Organization made an assessment that the outbreak of a coronavirus (COVID-19) can be characterized as a pandemic. As a result, the economic and risk environment in which the company operates has been impacted. This situation arising and any possible impact to these financial statements is considered a subsequent, non-adjusting event

The situation, including the government and public response to the challenges, continue to progress and rapidly evolve. Therefore, the extent and duration of the impact of these conditions remain uncertain and depend on future developments that cannot be accurately predicted at this stage, and a reliable estimate of such an impact cannot be made at the date of authorization of these financial statements.

~~11.~~9 RESTATEMENT OF PRIOR YEAR COMPARATIVES

Certain figures for the previous year were regrouped/reclassified, wherever necessary, to conform to current year’'s presentation. However, such reclassifications do not have any impact on the ~~Group’~~Company's previously reported financial results.

1410 MANAGEMENT ~~Table~~ASSERTIONS ofON ~~Contents~~CRITICAL AUDIT MATTERS

~~Item~~Manuals 2and handbooks: Absence of written manuals and handbooks is the concern for the audit. ~~Management’s~~Since ~~Discussion~~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 ~~Analysis~~handbooks. However, the Management is aware of ~~Financial~~the ~~Condition~~need for standard operating procedures to educate and ~~Results~~train its growing general staff. Preparation of ~~Operations~~manuals and handbooks has begun.

~~This~~11 ~~MD&A~~Table ~~(“Management’s Discussion and Analysis~~ of Financial Condition and Plan of Operations”) is intended for understanding the historical results of operations during the accounting periods presented in this report and the financial condition. This MD&A should be read in conjunction with the related consolidated financial statements presented in this report and the accompanying notes to consolidated financial statements and contains forward-looking statements that involve risks and uncertainties. The actual results could differ materially from what is 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.Contents

~~Forward-looking~~ITEM 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 meaning2. ~~One~~MANAGEMENT’S ~~can~~DISCUSSION ~~identify~~AND ~~them~~ANALYSIS byOF ~~the~~FINANCIAL ~~fact~~CONDITION ~~that~~AND ~~they~~RESULTS doOF ~~not relate strictly to historical or current facts~~OPERATIONS. 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.

~~Forward-looking~~This ~~statements~~Management’s ~~are~~Discussion ~~only~~and ~~predictions~~Analysis ~~and~~of ~~involve~~Financial ~~known~~Condition and ~~unknown~~Results ~~risks,~~of ~~uncertainties~~Operations ~~and~~is ~~other~~intended ~~factors,~~to ~~including~~provide ~~the~~a ~~risks~~reader inof ~~the~~our ~~section~~financial ~~entitled~~statements ~~“Risk~~with ~~Factors”~~a ~~and~~narrative from the ~~risks~~perspective ~~set~~of ~~out~~our ~~below~~management on our financial condition, ~~any~~results of ~~which~~operations, liquidity, and certain other factors that may ~~cause~~affect our orfuture results. The following discussion and analysis should be read in conjunction with our ~~industry’s~~audited ~~actual~~consolidated ~~results,~~financial ~~levels~~statements ofand ~~activity,~~the ~~performance~~accompanying ornotes ~~achievements~~thereto toincluded bein ~~materially~~“Item ~~different~~8. ~~from~~Financial ~~any~~Statements ~~future~~and ~~results,~~Supplementary ~~levels~~Data.” ofIn ~~activity,~~addition ~~performance~~to orhistorical ~~achievements~~financial ~~expressed~~information, orthe ~~implied~~following bydiscussion ~~these~~and analysis contains forward-looking statements. ~~These~~that involve risks, ~~include~~uncertainties, byand ~~way~~assumptions. ofSee ~~example~~“Forward-Looking Statements.” Our results and ~~not~~the timing of selected events may differ materially from those anticipated in ~~limitation:~~these forward-looking statements because of many factors.

•Much ~~The~~of ~~uncertainty~~the ofdiscussion ~~profitability;~~in •this ~~High~~Item ~~volatility~~is “forward-looking” as that term is used in Section 27A of the ~~value~~Securities ~~attributable~~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 ~~our~~changes in economic conditions, new business ~~model~~opportunities, changed business conditions, and ~~assets;~~other •developments. ~~Rapid~~Other ~~change~~factors that could cause results to differ materially are described in our filings with the ~~regulatory~~Securities and ~~legal~~Exchange ~~environment~~Commission. inThere ~~which~~are weseveral ~~operate~~factors ~~with~~that ~~many~~could ~~unknown~~cause ~~future~~actual ~~challenges~~results or events to ~~operating~~differ ~~our~~materially from those anticipated, and include, but are not limited to general economic, financial and business conditions, changes in aand ~~lawful~~compliance ~~manner~~with orgovernmental ~~which~~laws ~~will~~and ~~require~~regulations, ~~our~~including ~~business~~various orstate ~~the~~and ~~businesses~~federal inenvironmental ~~which~~regulations, weour ~~invest~~ability to beobtain ~~subjected~~additional tofinancing ~~added~~from ~~costs~~outside investors and/or ~~uncertainty~~bank ~~regarding~~and ~~the~~mezzanine lenders and our ability to ~~operate;~~generate •sufficient ~~Risks~~revenues ~~related~~to cover operating losses and position us to ~~failure~~achieve positive cash flow. Readers are cautioned not to ~~obtain~~place ~~adequate~~undue ~~financing~~reliance on athe ~~timely~~forward-looking ~~basis~~statements ~~and~~contained onherein, ~~acceptable~~which ~~terms;~~speak ~~and~~only •as ~~Other~~of ~~risks~~a ~~and~~certain ~~uncertainties~~date. ~~related~~We toundertake ~~our~~no ~~business~~obligation ~~plan~~to ~~and~~update ~~business~~any ~~strategy~~forward-looking statements.

15Going ~~Table of Contents~~Concern

~~This~~While ~~list~~the isauditor ~~not~~has anbeen ~~exhaustive~~questioning ~~list~~our ofability ~~the~~to ~~factors~~continue ~~that~~as ~~may~~a ~~affect~~going ~~any~~concern ofdue to our ~~forward-looking~~recurring ~~statements.~~losses ~~These~~from ~~and~~operations, ~~other~~deficit ~~factors~~in ~~should be considered carefully~~equity, and ~~readers~~the ~~should~~need ~~not~~to ~~place~~raise ~~undue~~additional ~~reliance~~capital onto ~~our~~fund ~~forward-looking~~operations, ~~statements.~~the ~~Forward~~company ~~looking~~re-aligned ~~statements~~itself ~~are~~to ~~made~~engage ~~based~~in onland ~~management’s~~acquisition ~~beliefs,~~for ~~estimates~~Real ~~and~~Estate ~~opinions~~Development. onA ~~the~~“going ~~date~~concern” ~~the~~opinion ~~statements~~could ~~are~~impair ~~made,~~our ~~and~~ability weto ~~undertake~~raise nothe ~~obligation~~required tofinance ~~update~~for ~~forward-looking~~our ~~statements~~proposed ifoperations ~~these~~through ~~beliefs,~~the ~~estimates~~sale ~~and~~of ~~opinions~~debt or ~~other~~equity ~~circumstances~~securities. ~~should change~~However, ~~except~~the asfinancial ~~may~~statements behave ~~required~~been ~~under~~prepared ~~applicable~~assuming ~~law.~~that Wethe ~~cannot~~Company ~~guarantee~~continues ~~future~~as ~~results,~~a ~~levels~~going ~~of activity, performance or achievements.~~concern

Results of Operations ~~during~~for the 9current ~~months~~reporting ~~ended September 30~~period, ~~2020~~ as compared to ~~the~~previous ~~same~~reporting period ~~of 9 months in the previous year 2019~~

There was no revenue during this period

Expenses during the current ~~quarter~~reporting period are $~~83,226,~~735 which is alower ~~considerable~~than ~~increase from~~ $574,~~062~~614 asfor ~~expenses of~~ the same ~~three~~reporting ~~months~~ period inof the previous year.

The net loss for the current ~~quarter~~reporting period is $~~83,226,~~735 which is also alower ~~considerable~~than ~~increase from~~ $574,~~062~~614 ~~as the net loss~~ for the same ~~three~~reporting ~~months~~ period inof the previous year.

Liquidity and Capital Resources

During the ~~previous~~current ~~year,~~reporting ~~the new management completed the formalities and started with a new bank account. At the end of the previous year~~period, the ~~Company~~company’s ~~identified~~liquidity ~~three~~was ~~special~~very ~~purpose~~impacted ~~entities~~by ~~engaged in~~ the ~~land~~Pandemic ~~development~~caused ~~and~~by ~~construction of multi-family homes and signed up~~ the ~~MOU~~Covid-19. ~~In September 2020~~Consequently, ~~the~~this ~~contracts~~company ~~were~~was ~~signed,~~not ~~and~~able ~~the~~to ~~special~~access ~~purpose~~any ~~entities~~capital ~~are~~resources ~~now~~during ~~preparing~~ the ~~audited~~current ~~financials,~~reporting ~~as required under the regulations~~period. ~~With the acquisition of these 6 special purpose entities, the Company may improve the liquidity in the coming years~~

Cash Flow from Operating Activities

~~Net~~The ~~cash~~Company used $392 in ~~operations~~cash for the current ~~quarter~~reporting isperiod ~~$ 6,961,296~~ as ~~compared~~against to $~~56,435~~0 for the same reporting period of the ~~three months in the~~ previous year.

~~Cash~~12 ~~Flow~~Table ~~from~~of ~~Investing Activities~~Contents

~~Net~~Cash ~~cash~~Flow ~~used~~from byInvesting ~~investing activities for the current quarter is $15,755,181 as compared to $ 0 for the same as in the same period of the three months in the previous year.~~Activities

~~Cash~~The ~~Flow~~Company neither used nor received any from ~~Financing~~the ~~Activities~~investing activities for the current reporting period and it is the same in for the same reporting period of the previous year.

~~Net~~Cash ~~cash~~Flow ~~provided~~from byFinancing ~~financing activities for the current quarter is $ 22,717,432 as compared to $ 56,519 for the same as in the same period of the three months in the previous year.~~Activities

16The ~~Table~~Company received $348 as a repayable loan as a related party transaction, in the current reporting period whereas it was $0 for the same reporting period of ~~Contents~~the previous year.

Off-~~balance~~Balance ~~sheet~~Sheet ~~arrangements~~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.

~~ITEM~~Critical 3Accounting ~~- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~Policies

WeA ~~are~~critical aaccounting ~~small~~policy ~~reporting~~is ~~company~~defined as ~~defined~~one bythat ~~Rule~~is ~~12b(2)~~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 ~~Exchange~~following ~~Act~~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 ~~not~~reasonably ~~required~~likely to ~~provide~~occur, ~~information~~would ~~required~~have ~~under~~a ~~this~~material ~~item~~effect on our financial condition or results of operations.

~~ITEM~~Estimates 4and -assumptions ~~CONTROLS~~about ~~AND~~future ~~PROCEDURES~~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:

~~With~~Use ~~the~~of ~~change~~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, ~~this~~our ~~Company~~management ishas ~~contracting~~estimated variables used to ~~receive~~calculate the ~~administrative~~Black ~~support~~Scholes and isbinomial ~~planning~~lattice model calculations used to ~~provide~~value ~~adequate~~derivative ~~controls~~instruments discussed below under “Valuation of Derivative Instruments”. In addition, management has estimated the expected economic life and ~~procedures~~value inof ~~place~~our inlicensed ~~due~~technology, ~~course~~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.

~~For~~13 ~~the~~Table current quarter, the Company had 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 the Company’s management, as appropriate to allow timely decisions regarding disclosure. It has been determined by the Company’s 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.Contents

~~Management~~Deferred sFinancing ~~Annual~~Costs—Payments, ~~Report~~either onin ~~Internal~~cash ~~Control~~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 ~~Financial~~the ~~Reporting~~lives of the related debentures.

~~The~~Fair ~~management~~Value ~~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~~Financial ~~Exchange~~Instruments—For ~~Act.~~certain ~~The internal control system is designed to provide reasonable assurance regarding the reliability~~ of ~~financial~~our ~~reporting and the preparation of~~ financial ~~statements~~instruments, ~~for~~including ~~external~~accounts ~~purposes~~receivable, inaccounts ~~accordance~~payable, ~~with~~accrued ~~generally~~expenses, ~~accepted~~interest ~~accounting principles. The system of internal control over financial reporting prevent or detect misstatements. All projections such as evaluation of effectiveness to future periods~~payable, ~~are~~bank ~~provided by well experienced professionals~~overdraft, ~~while~~advances ~~the~~payable ~~same~~and ~~can~~notes ~~be subject to inherent risks such as changing conditions~~payable, ~~or that~~ the ~~degree~~carrying ofamounts ~~compliance~~approximate ~~with~~fair ~~the~~value ~~policies~~due orto ~~procedures~~their ~~may~~relatively ~~deteriorate~~short maturities.

~~The~~Valuation ~~management~~of ~~conducts~~Derivative ~~quarterly~~Instruments—FAS ~~evaluation~~133, “Accounting for Derivative Instruments and Hedging Activities” requires bifurcation of ~~the~~embedded ~~effectiveness~~derivative instruments and measurement of ~~internal~~fair ~~control~~value ~~over~~for ~~financial~~accounting ~~reporting~~purposes. ~~using~~In ~~the~~addition, ~~criteria~~FAS ~~set~~155, ~~forth~~“Accounting byfor ~~the~~Certain ~~Committee~~Hybrid ofFinancial ~~Sponsoring~~Instruments” ~~Organizations~~requires measurement of ~~the~~fair ~~Treadway~~values ~~Commission~~of ~~(COSO)~~hybrid infinancial ~~Internal~~instruments ~~Control~~for ~~Integrated~~accounting ~~Framework (2013)~~purposes. ~~Based~~In ondetermining ~~its~~the ~~evaluation~~appropriate fair value, the Company isuses ~~constantly~~a ~~requiring~~variety ~~the~~of ~~experts~~valuation totechniques ~~improve~~including ~~the~~Black ~~system~~Scholes somodels, asBinomial toOption ~~remove~~Pricing ~~any~~models, ~~material~~Standard ~~weakness~~Put inOption ~~our~~Binomial ~~internal~~models ~~control~~and ~~over~~the ~~financial~~net ~~reporting~~present value of certain penalty amounts. ADerivative ~~material~~liabilities ~~weakness~~are isadjusted ato ~~deficiency,~~reflect orfair avalue ~~combination~~at ofeach ~~control~~period ~~deficiencies~~end, with any increase or decrease in ~~internal~~the ~~control~~fair ~~over~~value ~~financial~~being ~~reporting~~recorded ~~such~~in ~~that~~results ~~there~~of isoperations aas ~~reasonable~~Adjustments ~~possibility~~to ~~that~~Fair aValue ~~material~~of ~~misstatement~~Derivatives. The effects of interactions between embedded derivatives are calculated and accounted for in arriving at the ~~Company~~overall sfair ~~annual~~value orof ~~interim~~the financial ~~statements~~instruments. ~~will~~In ~~not~~addition, bethe ~~prevented~~fair orvalues ~~detected~~of onfreestanding aderivative ~~timely~~instruments ~~basis~~such as warrant derivatives are valued using the Black Scholes model.

~~The~~Stock ~~material~~Based ~~weakness~~Compensation—The isCompany ~~eliminated~~follows bythe ~~segregation~~fair ofvalue ~~duties~~recognition inprovisions ~~financial~~of ~~reporting,~~FAS as123(R). ~~our~~Stock-based ~~financial~~compensation ~~reporting~~expense ~~and~~is ~~all~~recognized ~~accounting~~in ~~functions~~the ~~are~~financial ~~performed~~statements byfor ~~experts~~granted, ~~with~~modified, ~~adequate~~or ~~oversight~~settled bystock aoptions ~~professional~~based ~~with~~on ~~accounting~~estimated ~~expertise~~fair values.

InITEM 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 weakness3. ~~The~~QUANTITATIVE ~~management~~AND ~~assertion~~QUALITATIVE isDISCLOSURES ~~adequate~~ABOUT ~~internal~~MARKET ~~control over financial reporting~~RISK.

17Not ~~Table~~applicable to a “smaller reporting company” as defined in Rule 12b-2 of ~~Contents~~the Exchange Act.

~~PART~~ITEM ~~II—OTHER~~4. ~~INFORMATION~~CONTROLS AND PROCEDURES.

~~Item~~Evaluation 1.of ~~Legal~~Disclosure ~~Proceedings~~Controls and Procedures.

~~Silverland~~This ~~Finance~~Company ~~Ltd,~~is ~~Platinum~~receiving 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~~administrative ~~Judicial~~support ~~District of Texas in Dallas County, Texas, Case No DC-19-18361~~ and onis ~~25th~~planning ~~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~~provide ~~Plaintiff’s~~adequate ~~Original~~controls ~~Petition (“Motion to Dismiss”); (iii) Special Exceptions~~ and ~~Original~~procedures ~~Answer~~in ~~denying~~place 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~~due ~~case as on 21st March 2020~~course.

~~There~~The book-keeping and the financial statement preparations were handled by qualified professionals and hence this management believes that there are noadequate ~~other~~controls ~~pending~~and ~~legal~~procedures ~~proceedings~~for tothe current period covered by this report which are effective to ensure that the ~~Company~~information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is a(i) ~~party~~recorded, orprocessed, summarized and reported within the time periods specified in ~~which~~the ~~any~~SEC’s ~~director~~rules and forms and (ii) accumulated and communicated to our management, ~~officer~~as orappropriate ~~affiliate~~to ofallow timely decisions regarding disclosure. It has been determined by the management that the Company, orhas ~~any~~adequate ~~owner~~segregation of ~~record~~duties orconsistent ~~beneficially~~with ofcontrol ~~more~~objectives ~~than~~and 5%has ofalso ~~any~~adapted ~~class~~various ofaccounting ~~voting~~policies ~~securities~~in ofaccounting and financial reporting with respect to the requirements and application of GAAP and SEC requirements. The Company, ishas aeffective ~~party~~controls over the financial disclosure and reporting processes.

~~Item~~Management’s 2.Report ~~Unregistered~~on ~~Sales~~Internal ofControl ~~Equity~~over ~~Securities~~Financial ~~and Use of Proceeds~~Reporting

OnThe ~~September~~management ~~30,~~is ~~2020,~~responsible ~~Carnegie~~for ~~Development,~~establishing ~~Inc.~~and ~~(the~~maintaining ~~“Issuer”~~adequate orinternal ~~the~~control ~~“Company”)~~over ~~issued~~financial anreporting, ~~aggregate~~as ofsuch ~~21,786~~term ~~Shares~~is ofdefined ~~its~~in ~~Series~~Rules I13a-15(f) ~~Cumulative~~and ~~Convertible~~15d-15(f) ~~Preferred~~of ~~Stock~~the toExchange ~~five~~Act. ~~different~~The ~~entities~~internal ascontrol ~~part~~system ofis ~~the~~designed ~~acquisition~~to ofprovide ~~99%~~reasonable ofassurance ~~six~~regarding ~~different~~the ~~limited~~reliability ~~liability~~of ~~companies,~~financial ~~which~~reporting ~~are~~and ~~all~~the ~~Special~~preparation ~~Purpose~~of ~~Entities~~financial ~~(“SPE”)~~statements ~~engaged~~for external purposes, in ~~real~~accordance ~~estate~~with ~~development~~generally ~~activities~~accepted inaccounting ~~Texas~~principles. orThe ~~Florida,~~system ~~including~~of ~~multifamily,~~internal ~~individual~~control ~~lot~~over ~~development~~financial ~~and~~reporting ~~home~~prevents ~~building~~or detect misstatements. ~~Each~~All ~~entity~~projections ~~receiving~~such ~~Shares~~as evaluation of ~~Series~~effectiveness Ito ~~Cumulative~~future ~~Convertible~~periods, ~~Preferred~~are ~~Stock~~provided ~~executed~~by ~~and~~well ~~delivered~~experienced aprofessionals, ~~Subscription~~while ~~Agreement~~the ~~and~~same ~~Letter~~can ofbe ~~Investment~~subject ~~Intent,~~to ~~and~~inherent ~~the~~risks ~~Shares~~such ~~were~~as ~~issued~~changing inconditions, ~~reliance~~or ~~upon~~that the ~~exemption~~degree ~~under~~of ~~Section~~compliance ~~4(2)~~with of the ~~Securities~~policies ~~Act~~or ofprocedures ~~1933~~may deteriorate.

~~Item~~14 5.Table ~~Other~~of ~~Information:~~Contents

OnThe ~~September~~management ~~30,~~conducts ~~2020,~~quarterly evaluation of the ~~Company~~effectiveness ~~acquired~~of ~~99%~~internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the ~~membership~~Treadway ~~interest~~Commission (COSO) in ~~each~~Internal ofControl—Integrated Framework. Based on its evaluation, the ~~following~~Company ~~entities~~is ~~from~~constantly ~~five~~requiring ~~other~~the ~~entities~~experts to improve the system to remove any material weakness in ~~exchange~~our ~~for~~internal 21control over financial reporting. A material weakness is a deficiency,~~786~~ ~~Shares~~or a combination of ~~Series~~control Ideficiencies, ~~Cumulative~~in ~~Convertible~~internal ~~Preferred~~control ~~Stock~~over ~~and~~financial ~~Promissory~~reporting ~~Notes~~such inthat ~~the~~there ~~original~~is ~~Stated~~a ~~Principal~~reasonable ~~Amount~~possibility that a material misstatement of ~~$9,755,888:~~the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

~~● 126~~The ~~Villita,~~material ~~LLC,~~weakness ~~which~~ is ~~developing~~eliminated ~~St.~~by ~~Mary’s~~segregation ~~Tower~~of duties in ~~San~~financial ~~Antonio~~reporting, ~~Bexar~~as ~~County,~~our ~~Texas,~~financial areporting ~~24-story building with steel frame, stucco~~ and ~~glass~~all ~~exterior,~~accounting ~~with~~functions aare ~~flat~~performed ~~roof;~~by ~~the~~experts ~~building, when completed, will have 186,500 net rentable square feet~~ with ~~level~~adequate 1oversight ~~for~~by ~~office space, levels 2-6 for parking, level 7 for~~ a ~~pool~~professional ~~and~~with ~~social~~accounting ~~deck, and levels 8-24 including 250 residential units~~expertise. ~~The building is located on a 0.492-acre tract of land in the city of San Antonio. The budget for the development is $62,100,000.~~

~~● D4AVEG~~In general, ~~LLC~~there ishave ~~developing~~been ~~280~~no ~~housing~~changes ~~units~~in ~~consisting~~our system of ~~238,968~~internal ~~square~~controls ~~feet~~over onfinancial ~~21.68~~reporting ~~acres~~during ~~located~~the incurrent ~~Winter~~period ~~Haven~~of reporting, ~~Polk~~while ~~County,~~the ~~Florida~~management has been constantly reviewing and eliminating any area of material weakness. The ~~development~~management ~~budget~~assertion is ~~$40,770,000~~adequate asinternal acontrol ~~non-HUD,~~over ~~multifamily~~financial ~~project~~reporting.

~~● D4KL~~However, ~~LLC~~this iscompany ~~developing~~being ~~226~~not ~~housing~~a ~~units~~fully onreporting ~~16.17~~company ~~acres~~is ofnot ~~land~~required ~~located~~to inadhere ~~Killeen,~~to ~~Texas.~~detailed ~~The~~and ~~development~~exhaustive ~~budget is $46,900,000~~procedures.

~~● Mansions~~15 ~~Apartments~~Table ~~at Marine Creek LLC is developing 638 housing units on a 54.166-acre tract~~ of ~~land located in Tarrant County, Texas. Construction is in three separate phases, and in each phase, the development budget is approximately $42,000,000.~~ Contents

~~● Ridgeview~~PART Additions LLC is a land development project on a 15.004-acre tract of land located in Venus, Johnson County, Texas, which ultimately will create 54 lots, with an average lot size of 56 feet by 108 feet, for an expected sale price of $955 per front foot ($53,480 per lot). II

~~● Villita~~OTHER ~~Towers LLC is developing 226 multifamily housing units on a 0.35-acre tract of land in San Antonio, Bexar County, Texas, with an estimated loan component of $66,000,000.~~INFORMATION

~~All~~ITEM of6. ~~the foregoing items are in varying stages of development from initial plans to near completion~~EXHIBITS.

18 Table of Contents

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

~~Item 6. Exhibits.~~_________

Exhibit No.		Description
31.1		Certification of Principal Executive Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of Principal Financial Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002*

Filed Herewith

~~________~~16 Table of Contents

*Filed HerewithSIGNATURES

19Pursuant ~~Table~~to the requirements of ~~Contents~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SIGNATURES

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~17

	Carnegie Development, Inc.
Date: November 14, 2020	By:	/s/ Timothy Barton
		Timothy Barton President

Carnegie Development, Inc.

/s/ Timothy Barton

/s/ Saskya Bedoya

Date: May 10, 2021

Timothy Barton

Saskya Bedoya

President & Director

Treasurer & Director

Filing Compare · Carnegie Development, Inc