UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act

Date of Report (Date of earliest event reported): ~~August~~November 1122, ~~2020~~2021

CARNEGIE DEVELOPMENT, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada

333-207583

90-0712976

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(I.R.S. Employer

Identification No.)

3495 Lakeside Drive, #1087

Reno, Nevada

89509

(Address of principal executive offices)

(Zip Code)

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

~~_______________________________________~~_____________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on which Registered
None

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ('‘230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ('‘240.12b-2 of this chapter).

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. ☐

Section 5 8 - ~~Corporate~~Other ~~Governance and Management~~Events

Item 58.0301. ~~Amendments~~Other ~~to Articles of Incorporation or Bylaws; Change in Fiscal Year~~Events

~~(a)~~On ~~Effective~~November ~~August 11~~22, ~~2020~~2021, Carnegie Development, Inc. (the “Company” or the “Issuer”) ~~filed~~entered ~~with~~into ~~the~~a ~~Secretary~~Subscription ofAgreement ~~State~~and Letter of ~~Nevada~~Investment aIntent ~~Certificate~~to ofissue ~~Designation~~4,761,905 ~~designating~~shares ~~a new Series~~ of ~~preferred~~Common ~~stock~~Stock asat ~~the~~an ~~“Series~~aggregate Iconsideration ~~Cumulative~~value ~~Convertible~~of ~~Preferred Stock~~$1,”000,000 ~~which~~($0.21 ~~was~~per ~~designated~~share) byto ~~resolution~~Lynn ofInvestments, ~~the~~LLC, ~~Board~~a ofTexas ~~Directors~~limited ~~pursuant~~liability tocompany, ~~a provision~~ in ~~the~~consideration ~~Articles~~ of ~~Incorporation~~the ~~that~~acquisition ~~permits~~by the ~~establishment~~Issuer of ~~series~~100% ~~or classes~~ of ~~stock.~~the ~~The~~membership ~~Series~~interest Iin ~~Cumulative~~LaJolla ~~Convertible~~Construction ~~Preferred Stock will contain such number of shares as may ultimately be issued~~Management, ~~not to exceed 100~~LLC,~~000~~ ~~shares, bears~~ a ~~dividend~~Texas ~~reference~~limited ~~equivalent~~liability tocompany ~~7% per annum of the Liquidation Value per share of $1~~(“LaJolla”),~~000~~ ~~per~~which ~~share,~~ is ~~convertible~~engaged ~~into Common Stock~~ in the ~~manner~~business ~~specified~~of inmanagement ~~the~~of ~~Certificate,~~construction ~~bears~~projects nofor ~~voting~~a ~~rights~~fee. ~~except~~The asshares ~~may be specifically required by law, is redeemable at the option~~ of ~~the~~Common ~~Issuer~~Stock atissued ~~any~~constitute ~~time~~less ~~after~~than ~~notice,~~5% ~~in accordance with the provisions~~ of the ~~Certificate,~~issued and isoutstanding ~~also~~shares ~~redeemable~~of atCommon ~~the~~Stock ~~option~~ of the ~~holder~~Issuer ~~thereof~~and atwill, ~~any~~when ~~time~~issued, ~~following~~be ~~the~~restricted ~~third anniversary date of the date of issuance~~securities. No ~~shares~~underwriter ofor ~~the~~broker ~~Series~~was Iinvolved ~~Cumulative~~in ~~Convertible~~the ~~Preferred Stock have yet been issued~~transaction, and no ~~current~~commissions ~~transaction~~were ispaid into ~~the~~any ~~offing~~person ~~which~~or ~~would require its issuance~~entity. ~~Such~~The ~~Series~~overall ~~was~~transaction ~~established~~did bynot ~~the~~involve ~~Board~~any ofpublic ~~Directors~~offering inand ~~anticipation~~would ofqualify ~~utilization~~as ofan ~~shares~~exempt oftransaction ~~such~~under ~~Series~~Section in4(a)(2) ~~connection~~under ~~with~~the ~~acquisitions~~Securities Act of ~~other~~1933, ~~entities~~as ~~and/or assets in the future~~amended.

~~Section 9 - Financial Statements and Exhibits~~2

~~Item 9.01. Financial Statements and Exhibits~~SIGNATURES

~~(d)~~Pursuant ~~Exhibits~~to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.

The following exhibit is furnished with this report:

	CARNEGIE DEVELOPMENT, INC.

Dated: November 29, 2021	By:	/s/ Timothy Barton
		Timothy Barton,
		President and Chief Executive Officer

Exhibit Designation		Description of Exhibit
3.3*		Certificate of Designation of Series I Cumulative Convertible Preferred Stock, as filed with the Secretary of State of Nevada on August 11, 2020

_____________

* Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.

	CARNEGIE DEVELOPMENT, INC.
Dated: August 17, 2020	By:	/s/ Timothy Barton
		Timothy Barton
		President and Chief Executive Officer

Filing Compare · Carnegie Development, Inc