10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2019

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

Commission File Number 333-208350

CARNEGIE DEVELOPMENT, INC.

(Exact name of registrant as specified in its charter)

Nevada	76-0513297
(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)

(800) 345-8561

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 was required to submit and post such files). x Yes     ¨ No

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 “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

If an Emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes     x No

As of June 30, 2019, there were 41,153,156 shares of common stock issued and outstanding.

TABLE OF CONTENTS

		Page
PART 1.	FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussions and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	17
Item 4.	Controls and Procedures	17
PART 2.	OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors.	18
Item 2.	Unregistered Sales of Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	19
	SIGNATURES	20

2

Carnegie Development, INC.

Balance Sheet - Unaudited

	3 months ended			12 months ended
	31-Mar-19			31-Dec-18
	Unaudited			Audited
Assets
Current Assets:
Bank Account	$	84		$	-
Total current assets	$	84		$	-
Total assets	$	84		$	-
Liabilities
Current Liabilities:
Accounts payable - Related Party	$	250		$	120,000
Accrued expenses	$	-		$	-
Total Current Liabilities	$	250		$	120,000
Total liabilities	$	250		$	120,000
Stockholders' Equity
Series A preferred stock: 1,000 shares authorized, par value $0.001 per share; 1,000 shares issued and outstanding on March 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, 41,153,156 shares issued and outstanding on March 31, 2019 and 41,153,156 shares issued and outstanding on December 31, 2018	$	2,270,117		$	2,270,117
Additional Paid-in Capital	$	1,262,640		$	1,142,640
Retained Earnings	$	(3,536,923	)	$	(3,536,757	)
Total Stockholders' Equity	$	(166	)	$	(120,000	)
Total Liabilities & Equity	$	84		$	-

3

Carnegie Development, INC.

Statement of Operations - Unaudited

	For 3 months ended
	31-Mar-19			31-Mar-18
	Unaudited			Unaudited
Net Revenues	$	-		$	-
Operating expenses:
Selling, general and administrative	$	166		$	15,000
Total operating expenses	$	166		$	15,000
Operating loss	$	(166	)	$	(15,000	)
Net Gain (loss)	$	(166	)	$	(15,000	)
Net gain (loss) attributable to common stock	$	(166	)	$	(15,000	)
Earnings per share:
Basic and diluted	$	(0.0000	)	$	(0.0004	)
Basic and diluted weighted average common shares outstanding		41,153,156			41,153,156

4

Carnegie Development, INC.

Statement of Cash Flows - Unaudited

	For 3 months ended
	31-Mar-19		31-Mar-18
	Unaudited		Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES
Net Gain (loss)	($166)		($15,000)
Adjustments to reconcile Net Income to Net Cash provided by operations:
Accounts Payable	$	250	$	15,000
Accrued Expenses	($120,000)
Total Adjustments to reconcile Net Income to Net Cash provided by operations	($119,750)		$	15,000
Net cash provided by operating activities	($119,916)		$	0
CASH FLOW from Investing Activities
NET CASH used by Investing Activities	$	0	$	0
CASH FLOWS FROM FINANCING ACTIVITIES
Additional Paid-in Capital	$	120,000
NET CASH used by Financing Activities	$	120,000	$	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

5

Carnegie Development, INC.

Statement of Changes in Equity

	Series A
	Preferred Stock				Common Stock				Surplus
	Shares		$		Shares		$		(Deficit)
Balance, December 31, 2016		1,000		4000		41,153,156		2,270,117	$	(3,416,757	)
Net Income (Loss)		-		-		-		-	$	(60,000	)
Balance, December 31, 2017		1000		4000		41,153,156		2,270,117	$	(3,476,757	)
Net Income (Loss)		-		-		-		-	$	(60,000	)
Balance, December 31, 2018		1,000		4000		41,153,156		2,270,117	$	(3,536,757	)
Net Income (Loss)		-		-		-		-	$	(166	)
Balance, March 31, 2019		1,000		4000		41,153,156		2,270,117	$	(3,536,923	)

6

Carnegie Development, Inc.

Notes to Financial Statements as of March 31, 2019

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Carnegie Development Inc., is a publicly held trading company which has its common stock available for trading 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

NOTE 2 - GOING CONCERN

The Company has an accumulated deficit of $ 3,536,923 as on the reporting date and there was no revenue since inception.

The Company is currently in the process of attempting to acquire three special purpose entities (SPE) in the state of Texas. The Company is also seeking debt or equity financing to fund its development plan. No financing arrangement is currently in place. The Company provides no assurance that financing will be available on acceptable terms. However, the management believes that the actions, (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 July 2019, the Company plans to invest and participate in the real estate projects

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.

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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.

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.

9

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.

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.

10

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.

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.

11

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. We are not aware of any material pending legal proceedings to which we are a party or of which any of our properties is the subject.

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.

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 41,153,156 as on the reporting date.

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)

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NOTE 5 - RELATED PARTY TRANSACTIONS

a) Officer’s compensation is a related party transaction for the reporting period:

	Q1 2019		Q4 2018		Q3 2018		Q2 2018
Compensation.	$	0	$	15,000	$	15,000	$	15,000

b) 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:

	Mar 31, 2019			Dec 31, 2018
Deferred tax assets:
Net operating loss carryovers	$	3,536,923		$	3,536,757
Stock-based compensation		-			-
Other temporary differences		-			-
Total deferred tax assets	$	3,536,923		$	3,536,757
Valuation allowance	$	(3,536,923	)	$	(3,536,757	)
Net deferred tax asset	$	-		$	-

As on the reporting date, the Company had net operating loss carryovers of approximately $3.5 million 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.

NOTE 9 - NOTES PAYABLE

No notes payable is outstanding as on the reporting date.

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

The following Management’s Discussion and Analysis of Financial Condition and Plan of Operations (“MD&A”) is intended to help you understand our historical results of operations during the periods presented and our financial condition. This MD&A 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.

Forward-looking 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.

Results of Operations during the 3 months ended March 31, 2019 as compared to the same period of 3 months in the previous year 2018

There was no revenue during this period

Expenses during the current quarter are $166, which is a considerable reduction from $15,000 as expenses of the same three months period in the previous year.

The net loss for the current quarter is $166, which is also a considerable reduction from $15,000 as the net loss for the same three months period in the previous year.

15

Liquidity and Capital Resources

During the current quarter, the new management completed the formalities of opening the bank account.

Also, at the end of this current quarter, the Company identified three special purpose entities engaged in the land development and construction of multi-family homes and signed up the MOU

Until August 2019, the contracts are not yet signed, while the special purpose entities are preparing the audited financial for negotiation

Cash Flow from Operating Activities

Net cash from operations for the current quarter is $84 as compared to $0 for the same period of the three months in the previous year.

Cash Flow from Investing Activities

Net cash provided by investing activities for the current quarter is $0 which is the same as in the same period of the three months in the previous year.

Cash Flow from Financing Activities

Net cash provided by financing activities for the current quarter is $0 which is the same as in the same period of the three months in the previous year.

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.

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ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a small reporting company as defined by Rule 12b – 2 of the exchange act and are not required to provide information required under this item.

ITEM 4 - 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 (2013). 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.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Currently we are not involved in any pending litigation or legal proceeding.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 2. Unregistered Sales of Securities and Use of Proceeds:

None

Item 3. Defaults Upon Senior Securities:

None

Item 4. Mine Safety Disclosures:

None

Item 5. Other Information:

None

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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 Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f 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 0f of 2002.*

________

Filed Herewith

19

 

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.

	Carnegie Development, Inc.
Date: August 10, 2019		/s/ Saskya Bedoya
		Saskya Bedoya, Treasurer

20

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Saskya Bedoya, certify that:

1.	I have reviewed this quarterly report of Carnegie Development, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d – 15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and,
b)	Any fraud, whether material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2019	/s/ Saskya Bedoya
	Saskya Bedoya, Treasurer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Saskya Bedoya, Principal Financial Officer of Carnegie Development Inc (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

· the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2019, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

· the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 10, 2019	/s/ Saskya Bedoya
	Saskya Bedoya,
	(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the period ended March 31, 2019 of Carnegie Development, Inc., a Nevada corporation (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Saskya Bedoya, Treasurer of the Company certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Quarterly Report fully complies with the requirements of Section 13(a) or15(d) of the Securities and Exchange Act of 1934, as amended; and
2.	The information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: August 10, 2019	/s/ Saskya Bedoya
	Saskya Bedoya, Treasurer

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	Jun. 30, 2019
Document And Entity Information
Entity Registrant Name	Carnegie Development, Inc
Entity Central Index Key	0001024095
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	No
Document Period End Date	Mar. 31, 2019
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019
Entity Ex Transition Period	true
Entity Common Stock Shares Outstanding		41,153,156

XML

Balance Sheet - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Current Assets:
Bank Account	$ 84
Total current assets	84
Total assets	84
Current Liabilities:
Accounts payable - Related Party	250	120,000
Accrued expenses
Total Current Liabilities	250	120,000
Total liabilities	250	120,000
Stockholders' Equity
Common stock: 250,000,000 shares authorized, par value $0.00001 per share, 41,153,156 shares issued and outstanding on March 31, 2019 and 41,153,156 shares issued and outstanding on December 31, 2018	2,270,117	2,270,117
Additional Paid-in Capital	1,262,640	1,142,640
Retained Earnings	(3,536,923)	(3,536,757)
Total Stockholders' Equity	(166)	(120,000)
Total Liabilities & Equity	84
Preferred Stock Series A [Member]
Stockholders' Equity
Series A preferred stock: 1,000 shares authorized, par value $0.001 per share; 1,000 shares issued and outstanding on March 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

XML

Balance Sheet (Parenthetical) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
Stockholders' Equity
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares par value	$ 0.00001	$ 0.00001
Common stock, shares issued	41,153,156	41,153,156
Common stock, shares outstanding	41,153,156	41,153,156
Preferred Stock Series A [Member]
Stockholders' Equity
Preferred stock, shares authorized	1,000	1,000
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares issued	1,000	1,000
Preferred stock, shares outstanding	1,000	1,000

XML

Statement of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Statement of Operations (Unaudited)
Net Revenues
Operating expenses:
Selling, general and administrative	166	15,000
Total operating expenses	166	15,000
Operating loss	(166)	(15,000)
Net Gain (loss)	(166)	(15,000)
Net gain (loss) attributable to common stock	$ (166)	$ (15,000)
Earnings per share:
Basic and diluted	$ (0.0000)	$ (0.0004)
Basic and diluted weighted average common shares outstanding	41,153,156	41,153,156

XML

Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net Gain (loss)	$ (166)	$ (15,000)	$ (60,000)	$ (60,000)
Adjustments to reconcile Net Income to Net Cash provided by operations:
Accounts Payable	250	15,000
Accrued Expenses	(120,000)
Total Adjustments to reconcile Net Income to Net Cash provided by operations	(119,750)	15,000
Net cash provided by operating activities	(119,916)	0
CASH FLOW from Investing Activities
NET CASH used by Investing Activities	0	0
CASH FLOWS FROM FINANCING ACTIVITIES
Additional Paid-in Capital	120,000
NET CASH used by Financing Activities	120,000	0
NET CASH INCREASE (DECREASE) For PERIOD	84	0
Cash, Beginning	0	0	0
Cash, Ending	$ 84	$ 0	$ 0	$ 0
SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES:
Cash paid during the period for:
Interest	$ 0	$ 0
Income taxes	$ 0	$ 0

XML

Statement of Changes in Equity - USD ($)	Total	Preferred Stock Shares	Common Stock Shares	Surplus Deficit
Beginning Balance, Shares at Dec. 31, 2016		1,000	41,153,156
Beginning Balance, amount at Dec. 31, 2016	$ (1,142,640)	$ 4,000	$ 2,270,117	$ (3,416,757)
Net Income (Loss)	(60,000)			(60,000)
Beginning Balance, Shares at Dec. 31, 2017		1,000	41,153,156
Beginning Balance, amount at Dec. 31, 2017	(1,202,640)	$ 4,000	$ 2,270,117	(3,476,757)
Net Income (Loss)	(60,000)			(60,000)
Beginning Balance, Shares at Dec. 31, 2018		1,000	41,153,156
Beginning Balance, amount at Dec. 31, 2018	(1,262,640)	$ 4,000	$ 2,270,117	(3,536,757)
Net Income (Loss)	(166)			(166)
Beginning Balance, Shares at Mar. 31, 2019		1,000	41,153,156
Beginning Balance, amount at Mar. 31, 2019	$ (1,266,806)	$ 4,000	$ 2,270,117	$ (3,536,923)

XML

ORGANIZATION AND DESCRIPTION OF BUSINESS

3 Months Ended

Mar. 31, 2019

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Carnegie Development Inc., is a publicly held trading company which has its common stock available for trading 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

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GOING CONCERN

3 Months Ended

Mar. 31, 2019

GOING CONCERN

NOTE 2 - GOING CONCERN

The Company has an accumulated deficit of $ 3,536,923 as on the reporting date and there was no revenue since inception.

The Company is currently in the process of attempting to acquire three special purpose entities (SPE) in the state of Texas. The Company is also seeking debt or equity financing to fund its development plan. No financing arrangement is currently in place. The Company provides no assurance that financing will be available on acceptable terms. However, the management believes that the actions, (a) obtaining the additional funds and (b) implementing its strategic plans, provide the opportunity for the Company to continue as a going concern.

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Significant Accounting Policies

3 Months Ended

Mar. 31, 2019

Significant Accounting Policies

Note 3 - Significant Accounting Policies

This summary of significant account policies of the Company is presented to assist in understanding the Companys financial statements. The financial statements and the notes are the representation of the Companys 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.

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 Companys 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 July 2019, the Company plans to invest and participate in the real estate projects

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.

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.

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 units 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.

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. We are not aware of any material pending legal proceedings to which we are a party or of which any of our properties is the subject.

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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COMMON STOCK AND PREFERRED STOCK

3 Months Ended

Mar. 31, 2019

COMMON STOCK AND PREFERRED STOCK

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 41,153,156 as on the reporting date.

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 companys common stock. These shares are accounted at FMV so as to comply with FASB ASC Topic 718 column (e)

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2019

RELATED PARTY TRANSACTIONS

NOTE 5 - RELATED PARTY TRANSACTIONS

a) Officers compensation is a related party transaction for the reporting period:

	Q1 2019		Q4 2018		Q3 2018		Q2 2018
Compensation.	$	0	$	15,000	$	15,000	$	15,000

b) 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.

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INCOME TAXES

3 Months Ended

Mar. 31, 2019

INCOME TAXES

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 Companys effective tax rate to the statutory federal rate is as follows:

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

	Mar 31, 2019			Dec 31, 2018
Deferred tax assets:
Net operating loss carryovers	$	3,536,923		$	3,536,757
Stock-based compensation		-			-
Other temporary differences		-			-
Total deferred tax assets	$	3,536,923		$	3,536,757
Valuation allowance	$	(3,536,923	)	$	(3,536,757	)
Net deferred tax asset	$	-		$	-

As on the reporting date, the Company had net operating loss carryovers of approximately $3.5 million 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.

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RECLASSIFICATIONS

3 Months Ended

Mar. 31, 2019

RECLASSIFICATIONS

NOTE 7 - RECLASSIFICATIONS

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

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CONTINGENCIES

3 Months Ended

Mar. 31, 2019

CONTINGENCIES

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.

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NOTES PAYABLE

3 Months Ended

Mar. 31, 2019

NOTES PAYABLE

NOTE 9 - NOTES PAYABLE

No notes payable is outstanding as on the reporting date.

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Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2019

Significant Accounting Policies (Policies)

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.

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 Companys 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 July 2019, the Company plans to invest and participate in the real estate projects

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.

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.

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 units 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.

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. We are not aware of any material pending legal proceedings to which we are a party or of which any of our properties is the subject.

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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RELATED PARTY TRANSACTIONS (Tables)

3 Months Ended

Mar. 31, 2019

RELATED PARTY TRANSACTIONS (Tables)

Schedule of related party transaction

	Q1 2019		Q4 2018		Q3 2018		Q2 2018
Compensation.	$	0	$	15,000	$	15,000	$	15,000

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INCOME TAXES (Tables)

3 Months Ended

Mar. 31, 2019

INCOME TAXES (Tables)

Schedule of deferred tax assets and liabilities

	Mar 31, 2019			Dec 31, 2018
Deferred tax assets:
Net operating loss carryovers	$	3,536,923		$	3,536,757
Stock-based compensation		-			-
Other temporary differences		-			-
Total deferred tax assets	$	3,536,923		$	3,536,757
Valuation allowance	$	(3,536,923	)	$	(3,536,757	)
Net deferred tax asset	$	-		$	-

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GOING CONCERN (Details Narrative) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
GOING CONCERN (Details Narrative)
Accumulated deficit	$ (3,536,923)	$ (3,536,757)

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Significant Accounting Policies (Details Narrative)	3 Months Ended
	Mar. 31, 2019 USD ($)
Significant Accounting Policies (Details Narrative)
FDIC, amount	$ 250,000
Property and Equipment, estimated useful lives	3 years
Depreciation expense	$ 0

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COMMON STOCK AND PREFERRED STOCK (Details Narrative)	3 Months Ended
	Mar. 31, 2019 integer $ / shares shares	Dec. 31, 2018 $ / shares shares
Commom stock voting rights, description	The Series A Preferred Stock, collectively, are entitled to that number of votes which shall equal Seventy-five percent (75%) of all eligible votes.
Number of shareholder | integer	1
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares par value | $ / shares	$ 0.00001	$ 0.00001
Common stock, shares issued	41,153,156	41,153,156
Common stock, shares outstanding	41,153,156	41,153,156
Preferred Stock Series A [Member]
Preferred stock, shares authorized	1,000	1,000
Preferred stock, shares par value | $ / shares	$ 0.001	$ 0.001
Preferred stock, shares issued	1,000	1,000
Preferred stock, shares outstanding	1,000	1,000

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RELATED PARTY TRANSACTIONS (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018
Officer [Member]
Compensation	$ 0	$ 15,000	$ 15,000	$ 15,000

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INCOME TAXES (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Deferred tax assets:
Net operating loss carryovers	$ 3,536,923	$ 3,536,757
Stock-based compensation
Other temporary differences
Total deferred tax assets	3,536,923	3,536,757
Valuation allowance	(3,536,923)	(3,536,757)
Net deferred tax asset

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INCOME TAXES (Details Narrative)	3 Months Ended
	Mar. 31, 2019 USD ($)
INCOME TAXES (Details Narrative)
Net operating loss carryforward	$ 3,500,000
Expiration year	between 2026 and 2031