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 June 30, 2020
☐ 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 office)
(800) 345-8561
(Issuer'sRegistrant’s telephone number)
Indicate by check mark whether the issuerregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 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.
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). ☒ 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“large accelerated filer," "accelerated filer,"” “accelerated filer” and "smaller“smaller reporting company"company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
Emerging Growth Company | ☒ | ||
If an Emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes o☒ Nox
PART 1. | FINANCIAL INFORMATION | |||
Item 1. | ||||
| Item 2. | 13 | |||
14 | ||||
15 | ||||
16 | ||||
16 | ||||
16 | ||||
16 | ||||
16 | ||||
16 | ||||
16 | ||||
17 | ||||
18 | ||||
| Table of Contents |
Carnegie Development, INC | ||
Balance Sheet |
|
| 6 months |
|
| 12 months |
| ||
|
| ended |
|
| ended |
| ||
|
| 06/30/20 |
|
| 12/31/19 |
| ||
Assets |
|
|
|
|
|
| ||
Current Assets: |
|
|
|
|
|
| ||
Bank Account |
| $ | 84 |
|
| $ | 84 |
|
Total current assets |
| $ | 84 |
|
| $ | 84 |
|
Total assets |
| $ | 84 |
|
| $ | 84 |
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
Accounts payable - Related Party |
|
| 87,103 |
|
|
| 79,442 |
|
Accounts payable - Others |
|
| 220,122 |
|
|
| 220,122 |
|
Accrued expenses |
|
| - |
|
|
| - |
|
Total Current Liabilities |
|
| 307,225 |
|
|
| 299,564 |
|
Total liabilities |
|
| 307,225 |
|
|
| 299,564 |
|
Stockholders' Equity |
|
|
|
|
|
|
|
|
Series A preferred stock: 1,000 shares authorized, par value $0.001 per share; 1,000 shares issued and outstanding on June 30, 2020 and 1,000 shares issued and outstanding on December 31, 2019 |
|
| 4,000 |
|
|
| 4,000 |
|
Common stock: 250,000,000 shares authorized, par value $0.0001 per share, 46,203,716 shares issued and outstanding on June 30, 2020 and 46,203,716 shares issued and outstanding on December 31, 2019 |
|
| 3,532,757 |
|
|
| 3,532,757 |
|
Additional Paid-in Capital |
|
| 0 |
|
|
| 0 |
|
Retained Earnings |
|
| -3,843,898 |
|
|
| -3,836,237 |
|
Total Stockholders' Equity |
|
| -307,141 |
|
|
| -299,480 |
|
Total Liabilities & Equity |
| $ | 84 |
|
| $ | 84 |
|
| 3 |
| Table of Contents |
Carnegie Development, INC | ||||
Income Statement |
3 months ended | 6 months ended | |||||||||||||||
30-Jun-20 | 30-Jun-19 | 30-Jun-20 | 30-Jun-19 | |||||||||||||
Net Revenues | 0 | 0 | 0 | 0 | ||||||||||||
Operating expenses: | ||||||||||||||||
Selling, general and administrative | 3,064 | 4,699 | 7,661 | 4,865 | ||||||||||||
Total operating expenses | 3,064 | 4,699 | 7,661 | 4,865 | ||||||||||||
Operating loss | (3,064 | ) | (4,699 | ) | (7,661 | ) | (4,865 | ) | ||||||||
Net Gain (loss) | (3,064 | ) | (4,699 | ) | (7,661 | ) | (4,865 | ) | ||||||||
Net gain (loss) attributable to common stock | (3,064 | ) | (4,699 | ) | (7,661 | ) | (4,865 | ) | ||||||||
Earnings per share: | ||||||||||||||||
Basic and diluted | (0.00007 | ) | (0.00011 | ) | (0.00017 | ) | (0.00012 | ) | ||||||||
Basic and diluted weighted average common shares outstanding | 46,203,716 | 41,153,156 | 46,203,716 | 41,153,156 | ||||||||||||
| 4 |
| Table of Contents |
| eDOORWAYS CORPORATION | ||||||
BALANCE SHEETS | ||||||
| (Unaudited) | ||||||
| June 30, | December 31, | |||||
| 2008 | 2007 | |||||
| ASSETS | ||||||
| CURRENT ASSET – Cash | $ | 594 | $ | 45,647 | ||
| Fixed assets, net of accumulated depreciation of $1,937 and $1,660, respectively | 3,612 | 3,889 | ||||
| Deferred financing costs, net of accumulated amortization of $311,722 and $218,052, respectively | 121,679 | 215,686 | ||||
| Deposits | 2,000 | 9,211 | ||||
| TOTAL ASSETS | $ | 127,885 | $ | 274,433 | ||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||
| CURRENT LIABILITIES | ||||||
| Accounts payable - trade | $ | 788,126 | $ | 450,651 | ||
| Stock payable | 205,185 | - | ||||
| Accrued expenses | 1,171,496 | 1,074,587 | ||||
| Accrued expenses – related parties | 177,982 | - | ||||
| Notes payable | 117,000 | 102,000 | ||||
| Convertible debentures, 6%, net of discount of $1,461,142 and $1,811,528, respectively | 780,042 | 434,826 | ||||
| Convertible debenture derivative liability | 12,212,792 | 2,805,523 | ||||
| TOTAL LIABILITIES | 15,452,623 | 4,867,587 | ||||
| Commitments and contingencies | - | |||||
| STOCKHOLDERS' DEFICIT | ||||||
| Series A convertible preferred stock, $0.001 par value per share; 7,000,000 shares authorized, none issued | - | - | ||||
| Series B convertible preferred stock, $0.001 par value per share; 1,100,000 shares authorized, none issued | - | - | ||||
| Series C convertible preferred stock, $0.001 par value per share; 1,000,000 shares authorized, 1,000,000 and -0- shares issued and outstanding, respectively | 1,000 | - | ||||
| Series D preferred stock, $0.001 par value per share; 1,000 shares authorized, issued and outstanding | 1 | 1 | ||||
| Common stock, $0.001 par value per share; 990,899,000 shares authorized; 188,850,146 and 13,318,846 shares issued and outstanding, respectively | 188,850 | 13,318 | ||||
| Additional paid-in capital | 65,064,265 | 62,818,788 | ||||
| Accumulated deficit | (80,578,854) | (67,425,261 | ) | |||
| Total stockholders' deficit | (15,324,738) | (4,593,154 | ) | |||
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 127,885 | $ | 274,433 | ||
| eDOORWAYS CORPORATION | ||||||||||||
STATEMENTS OF OPERATIONS | ||||||||||||
| (Unaudited) | ||||||||||||
For The Three Months Ended June 30, | For The Six Months Ended June 30, | |||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||
| REVENUE | $ - | $ - | $ - | $ - | ||||||||
| OPERATING EXPENSES | ||||||||||||
| Depreciation and amortization | 138 | 139 | 277 | 277 | ||||||||
| Compensation expense | 122,008 | 122,500 | 602,000 | 252,500 | ||||||||
| Professional fees | 66,444 | 35,870 | 74,227 | 143,783 | ||||||||
| General and administrative | 2,016,461 | 169,057 | 2,353,102 | 214,623 | ||||||||
| Total operating expense | 2,205,051 | 327,566 | 3,029,606 | 611,183 | ||||||||
| LOSS FROM OPERATIONS | (2,205,051 | ) | (327,566) | (3,029,606 | ) | (611,183) | ||||||
| OTHER INCOME (EXPENSES) | ||||||||||||
| Interest expense | (274,402 | ) | (180,746) | (547,729 | ) | (341,337) | ||||||
| Loss on derivative liability | (6,609,111 | ) | (1,288,059) | (9,411,758 | ) | (622,440) | ||||||
| Loss on debt settlement | (157,500 | ) | - | (164,500 | ) | - | ||||||
| Total other expenses | (7,041,013 | ) | (1,468,805) | �� | (10,123,987 | ) | (963,777) | |||||
| NET LOSS | $ | (9,246,064 | ) | $ | (1,796,371) | $ | (13,153,593 | ) | $ | (1,574,960) | ||
| LOSS PER SHARE – Basic and diluted | $ | (0.07 | ) | $ | (16.09) | $ | (0.15 | ) | $ | (18.75) | ||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING – Basic and diluted | 136,610,923 | 111,646 | 90,631,917 | 84,018 | ||||||||
| Additional | Total | ||||||||||||||||
| Series C Preferred Stock | Series D Preferred Stock | Common Stock | Paid-in | Accumulated | Stockholders’ | ||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | |||||||||
| Balance –December 31, 2008 | - | $ - | 1,000 | $ 1 | 13,318,846 | $ 13,318 | $ 62,818,788 | $ (67,425,261) | $ (4,593,154) | ||||||||
| Preferred stock issued for services and compensation | 1,000,000 | 1,000 | - | - | - | - | 139,000 | - | 140,000 | ||||||||
| Common stock issued for services and compensation | - | - | - | - | 143,431,300 | 143,432 | 1,291,666 | - | 1,435,098 | ||||||||
| Common stock issued for debt conversions | - | - | - | - | 32,100,000 | 32,100 | 805,570 | - | 837,670 | ||||||||
| Fair value of derivatives converted to equity | - | - | - | - | - | - | 4,489 | - | 4,489 | ||||||||
| Debt discount on convertible debt | - | - | - | - | - | - | 4,752 | - | 4,752 | ||||||||
| Net loss | - | - | - | - | - | - | - | (13,153,593) | (13,153,593) | ||||||||
| Balance - June 30, 2008 | 1,000,000 | $ 1,000 | 1,000 | $ 1 | 188,850,146 | $ 188,850 | $ 65,064,265 | $ (80,578,854) | $ (15,324,738) | ||||||||
| eDOORWAYS CORPORATION | ||
STATEMENTS OF CASH FLOW | ||
| (Unaudited) | ||
| Six Months Ended June 30, | ||
| 2008 | 2007 | |
| CASH FLOWS FROM OPERATING ACTIVITES | ||
| Net loss | $ | (13,153,593) | $ | (1,574,960) |
| Adjustments to reconcile net loss to net cash used in operating activities | ||||
| Depreciation and amortization expense | 277 | 277 | ||
| Amortization of deferred financing costs | 94,007 | - | ||
| Amortization of note payable discount | 355,138 | - | ||
| Preferred stock and common stock issued for services | 1,575,098 | - | ||
| Notes payable issued for services | 665,000 | - | ||
| Change in fair value of derivative | 9,411,758 | 622,441 | ||
| Loss on conversion of note payable | 164,500 | - | ||
| Non-cash interest expense | 98,584 | 352,389 | ||
| Cancellation of stock issued for services | - | (29,000) | ||
| Changes in operating assets and liabilities: | ||||
| Deposits | 7,211 | (3,849) | ||
| Accounts payable and accrued expenses | 335,800 | 14,040 | ||
| Accounts payable and accrued expenses - related parties | 177,982 | - | ||
| Stock payable | 205,185 | - | ||
| Net cash used in operating activities | (63,053) | (618,663) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Proceeds from issuance of new debt | 18,000 | 148,500 | ||
| NET DECREASE IN CASH | (45,053) | (470,163) | ||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 45,647 | 728,393 | ||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 594 | $ | 258,230 |
| Cash paid for: | ||||
| Interest | $ | - | $ | - |
| Taxes | - | $ | - | |
| $ | ||||
| Non cash investing and financing transactions: | ||||
| Conversion of derivative liability | $ | 4,489 | $ | 111,044 |
| Common stock issued to convert debt | $ | 837,670 | $ | 87,871 |
| Discount on issuance of convertible debt | $ | 4,752 | $ | - |
Carnegie Development, INC | ||||
Cash Flow Statement |
|
| 3 months ended |
|
| 6 months ended |
| ||||||||||
|
| 30-Jun-20 |
|
| 30-Jun-19 |
|
| 30-Jun-20 |
|
| 30-Jun-19 |
| ||||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net Gain (loss) |
|
| (3,064 | ) |
|
| (4,699 | ) |
|
| (7,661 | ) |
|
| (4,865 | ) |
Adjustments to reconcile Net Income to Net Cash provided by operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable |
|
| 3,064 |
|
|
| 4,699 |
|
|
| 7,661 |
|
|
| 4,949 |
|
Accrued Expenses |
|
| (0 | ) |
|
| (0 | ) |
|
| (0 | ) |
|
| (120,000 | ) |
Total Adjustments to reconcile Net Income to Net Cash provided by operations |
|
| 3,064 |
|
|
| 4,699 |
|
|
| 7,661 |
|
|
| (115,051 | ) |
Net cash provided by operating activities |
|
| (0 | ) |
|
| (0 | ) |
|
| (0 | ) |
|
| (119,916 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOW from Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH used by Investing Activities |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS from Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional Paid-in Capital |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 120,000 |
|
NET CASH used by Financing Activities |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 120,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH INCREASE (DECREASE) For PERIOD |
|
| (0 | ) |
|
| (0 | ) |
|
| (0 | ) |
|
| 84 |
|
Cash, Beginning |
|
| 84 |
|
|
| 84 |
|
|
| 84 |
|
|
| 0 |
|
Cash, Ending |
|
| 84 |
|
|
| 84 |
|
|
| 84 |
|
|
| 84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
Income taxes |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| 5 |
| Table of Contents |
Carnegie Development, INC |
Statement of shareholders' equity |
|
| Preferred Stock |
|
| Common Stock |
|
| Surplus |
|
|
|
| ||||||||||||
|
| Shares |
|
| Value |
|
| Shares |
|
| Value |
|
| (Deficit) |
|
| Networth |
| ||||||
Balance, December 31, 2017 |
| 1000 |
|
| $ | 4,000 |
|
|
| 41,153,156 |
|
| $ | 2,270,117 |
|
| $ | (3,484,418 | ) |
| $ | (1,210,301 | ) | |
Net Income (Loss) |
|
| 0 |
|
| $ | 0 |
|
|
| 0 |
|
| $ | 0 |
|
| $ | (60,000 | ) |
| $ | (60,000 | ) |
Balance, December 31, 2018 |
|
| 1,000 |
|
| $ | 4,000 |
|
|
| 41,153,156 |
|
| $ | 2,270,117 |
|
| $ | (3,544,418 | ) |
| $ | (1,270,301 | ) |
Share Issuance |
|
| 0 |
|
| $ | 0 |
|
|
| 5,050,560 |
|
| $ | 1,262,640 |
|
| $ | 0 |
|
| $ | 1,262,640 |
|
Net Income (Loss) |
|
| 0 |
|
| $ | 0 |
|
|
| 0 |
|
| $ | 0 |
|
| $ | (291,819 | ) |
| $ | (291,819 | ) |
Balance, December 31, 2019 |
|
| 1,000 |
|
| $ | 4,000 |
|
|
| 46,203,716 |
|
| $ | 3,532,757 |
|
| $ | (3,836,237 | ) |
| $ | (299,480 | ) |
Net Income (Loss) |
|
| 0 |
|
| $ | 0 |
|
|
| 0 |
|
| $ | 0 |
|
| $ | (7,661 | ) |
| $ | (7,661 | ) |
Balance, June 30, 2020 |
|
| 1,000 |
|
| $ | 4,000 |
|
|
| 46,203,716 |
|
| $ | 3,532,757 |
|
| $ | (3,843,898 | ) |
| $ | (307,141 | ) |
| 6 |
| Table of Contents |
Carnegie Development, Inc.
Notes to Financial Statements
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Carnegie Development Inc., is a publicly trading company under the symbol, “CDJM”
The Company Website is www.carnegie-development.com
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 - BASIS OF PRESENTATION
The Company has an accumulated deficit of $3,843,898 as on the reporting date and there was no revenue since inception.
The Company is currently in the process of acquiring various special purpose entities engaged in developing affordable homes in Texas and is also seeking debt or equity financing to fund its development plan although no financing arrangements are currently in place and the Company can provide no assurance that financing will be available on acceptable terms. However, the management believes that the actions for (a) obtaining the additional funds and (b) implementing its strategic plans, provide the opportunity for the Company to continue as a going concern.
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
This summary of significant account policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and the notes are the representation of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to U.S. generally accepted accounting principles (“US GAAP”) and have been consistently applied in the preparation of the financial statements.
Basis of Presentation
This Company uses the enterprise reporting under the provisions of Statement of Financial Accounting Standards (“SFAS”) no. 7. The accompanying interim financial statements of eDOORWAYS CORPORATION (“eDoorways”) have beenare prepared in accordance with Generally accepted accounting principles generally accepted(“US GAAP”) in the United States of America and the rulesAmerica.
Use of the Securities and Exchange Commission and should be read in conjunction with the auditedEstimates
The preparation of financial statements and notes thereto contained in eDoorways’ latest Annual Report filed withrequires the SEC on Form 10-K/A for the year ended December 31, 2007. In the opinion of management all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year, December 31, 2007, as reported in Form 10-K/A, have been omitted.
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.
| 7 |
| Table of Contents |
Cash and diluted net income (loss) per share calculationsCash 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 presentedheld 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
The Company is focusing on developing affordable homes in Texas
Fair Value of Financial Instruments
The Company accounts, for the assets and liabilities measured at fair value on a recurring basis, in accordance with StatementASC 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 Financial Accounting Standards (“SFAS”) No. 128,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.
| 8 |
| Table of Contents |
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 onby dividing the basisincome 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 common shares of Common Stock and dilutive Common Stock share equivalents outstanding during the period. They includeDilutive Common Stock share equivalents consist of shares issuable upon the dilutive effectexercise of common stock equivalentsoptions 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 periods with net income. All common stock equivalents were excludedcircumstances 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 calculationuse and eventual disposition of diluted loss per share as their effect would have been anti-dilutive.
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 preparing financial statements for nongovernmental entitiescircumstances that are presented in conformity with United States generally accepted accounting principles (GAAP).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 current GAAP hierarchy was criticized duegoodwill impairment test follows a two-step process. In the first step, the fair value of a reporting unit is compared to its complexity, ranking positioncarrying value. If the carrying value of FASB Statementsa reporting unit exceeds its fair value, the second step of Financial Accounting Conceptsthe 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 fact that it is directed at auditors rather than entities. SFAS No. 162reporting 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 effective November 15, 2008 which is 60 days followingrecognized in an amount equal to that excess. There were no material impairments to the United States Securitiescarrying value of long-lived assets and Exchange Commission’s (SEC’s) approval ofintangible assets subject to amortization during the Publicreporting period.
Acquisitions
The Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The FASB does not expect that SFAS No. 162 will result in a change in current practice, and the Company does not believe that SFAS No. 162 will have an impact on operating results, financial position or cash flows.
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Fair Value Measurements
For certain financial instruments, including accounts receivable, accounts payable, interest payable, advances payable and notes payable, the non-controlling interestscarrying 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 acquiree, at the full amountsconsolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values. SFAS No. 141(R) is effectivevalues 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 business combinations occurringidentical assets or liabilities in fiscal years beginning onactive 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 after December 15, 2008. 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 will applydid not identify any non-recurring assets and liabilities that are required to be presented in the requirements of SFAS No. 141(R) upon its adoption on January 1, 2009 and is currently evaluating whether SFAS No. 141(R) will have an impact on its financial position and results of operations.
ASC 825-10 ”Financial Assets and Liabilities - - Including an Amendment of SFAS 115
Borrowings
Borrowings are recognized initially at cost, which is the fair value in GAAP, and expands disclosures aboutof 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 measurements.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 Statement applies underprovision 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 accounting pronouncements that requirematters 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 permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair valueof which any of our properties is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities,subject.
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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 application of this Statement will change current practice. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Effective January 1, 2008, eDoorways adopted SFAS 157 for fair value measurements not delayed by FSP FAS No. 157-2. The adoption resulted in additional disclosures as requirednet loss by the pronouncement (See 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 74 - FAIR VALUE MEASUREMENTS) related to our fair value measurements for derivative liabilities but no change in our fair value calculation methodologies. Accordingly, the adoption had no impact on our financial condition or results of operations.
Common Stock
There is currently in default.
The authorized number of $18,000. The notes carried no interest and had a termshares of 10 days. They were convertible into common stock of eDoorways atthe Company on the reporting date was 250,000,000 shares with a rate of between $0.02 and $0.033par value per share duringof $0.00001. Authorized shares that have been issued and outstanding are 46,203,716 as on the 10-day termreporting 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 notes.
NOTE 5 - RELATED PARTY TRANSACTIONS
a) | Officer’s compensation is a related party transaction for the reporting period: |
|
| Q2 2020 |
|
| Q1 2020 |
|
| Q4 2019 |
|
| Q3 2019 |
| ||||
Compensation. |
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
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 dateliability 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 settlement of $0.01 per share. Asassets and liabilities and their tax bases. Deferred tax assets are reduced by a result, eDoorways recognized a loss on debt settlement of $7,000.
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the terms of alltaxing authorities, while others are subject to uncertainty about the merits of the convertible notes in accordance with EITF 98-5 and EITF 00-27 and concluded that these notes did not result in a derivative. eDoorways evaluatedposition taken or the terms of the convertible notes and concluded that there was a beneficial conversion feature. The discount related to the beneficial conversion feature was valued at $4,752 at inception based on the intrinsic value of the discount. The discount was amortized using the effective interest method over the 10-day term of the note. The entire amount of the discountposition that would be ultimately sustained. The benefit of $4,752 was charged toa 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 expense during the six months ended June 30, 2008.
| June 30, 2008 | December 31, 2007 | Gain (loss) | ||
| Embedded derivative – Convertible Debentures | $ 11,912,309 | $ 2,715,417 | $ (9,201,381) | (a) |
| Freestanding derivative – Warrants | 300,483 | 90,106 | (210,377) | |
| Total | $ 12,212,792 | $ 2,805,523 | $ (9,411,758) |
| Monthly Amount | Total Each Period | |||
| Month 1-3 | $ 37,782 | $ 113,346 | ||
| Month 4-6 | 53,976 | 161,928 | ||
| Month 7-12 | 80,963 | 485,778 | ||
| Month 13-24 | 134,939 | 1,619,268 | ||
| Month 25-36 | 242,890 | 2,914,680 | ||
| Total | $ 5,295,000 |
Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the third quarter, in accordance with SFAS No. 15, eDoorways will reducestatements of operations.
A reconciliation of the carryingCompany’s effective tax rate to the statutory federal rate is as follows:
The components of the deferred tax assets and liabilities are as follows:
|
| June 30, 2020 |
|
| December 31, 2019 |
| ||
Deferred tax assets: |
|
|
|
|
|
| ||
Net operating loss carryovers |
| $ | 3,843,898 |
|
| $ | 3,836,254 |
|
Stock-based compensation |
|
| - |
|
|
| - |
|
Other temporary differences |
|
| - |
|
|
| - |
|
Total deferred tax assets |
| $ | 3,843,898 |
|
| $ | 3,836,254 |
|
Valuation allowance |
| $ | (3,843,898 | ) |
| $ | (3,836,254 | ) |
Net deferred tax asset |
| $ | - |
|
| $ | - |
|
As on the reporting date, the Company had net operating loss carryovers of approximately $3.8 million that may be applied against future taxable income and expires at various dates between 2027 and 2033, 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 the Convertible Debentures to an amount equal to the total future cash payments specified by the New Notes and will recognize a gain on the restructuring of debt in the amount of $7,690. All cash payments under the terms of the New Notes will be accounted for as reductions of the carrying amount of the New Notes and no interest expense shall be recognized.
NOTE 7 - RECLASSIFICATIONS
Prior year balances are reclassified to her attorneys. We recorded the amount of $8,400 in our Financial Statements as of December 31, 2007 and June 30, 2008.
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 a reward for Mr. Kimmons' accomplishments related to eDoorways initiative in 2007; and, d) eDoorways will issue 750,000 (seven hundred fifty thousand) shares of Series C convertible preferred stock (See Note 6 – Stockholder’s Equity) to be issued in the name of The Kimmons Family Partnership, LTD as a signing bonus to be given to Executive at the time the employment agreement was executed on January 1, 2008.
NOTE 9 - NOTES PAYABLE
No notes payable is outstanding as on the date of issuance. The Series C convertible preferred stock was valued using a market value equivalent of twenty shares of common stock. eDoorways recorded the value of the common stock and preferred stock as compensation expense.
The following table presents eDoorways’ assetsManagement’s Discussion and liabilities recognized in the balance sheetAnalysis of Financial Condition and measured at fair value on a recurring basis asPlan of June 30, 2008:
| Input Levels for Fair Value Measurements | ||||||||
| Description | Level 1 | Level 2 | Level 3 | Total | ||||
| Liabilities: | ||||||||
| Convertible debenture derivative liability | $ - | $ 12,212,792 | $ - | $ 12,212,792 | ||||
| $ - | $ 12,212,792 | $ - | $ 12,212,792 | |||||
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 made,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 not meet these expectations. We do not intend to updateaffect any of theour 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 afterare made based on management’s beliefs, estimates and opinions on the date of this document to conform thesethe statements to actual results.
| Monthly Amount | Total Each Period | |||
| Month 1-3 | $ 37,782 | $ 113,346 | ||
| Month 4-6 | 53,976 | 161,928 | ||
| Month 7-12 | 80,963 | 485,778 | ||
| Month 13-24 | 134,939 | 1,619,268 | ||
| Month 25-36 | 242,890 | 2,914,680 | ||
| Total | $ 5,295,000 |
Results of Operations during the third3 months ended 30th June 2020 are compared to the same period of 3 months in the previous year 2019
There was no revenue during this period
Expenses during the current quarter in accordance with SFAS No. 15, we will reduce the carrying amountare $3,064, which is a considerable decrease from $4,699 as expenses of the Convertible Debentures to an amount equal to the total future cash payments specified by the New Notes and will recognize a gain on the restructuring of debtsame three months period in the amountprevious year.
The net loss for the current quarter is $3,064, which is also a considerable increase from $4,699 as the net loss for the same three months period in the previous year.
Liquidity and Capital Resources
This company is negotiating the acquisition of $7,690. All cash payments underquiet a few special purpose entities engaged in the termsdevelopment of affordable homes in Texas. As part of the New Notes will be accountednegotiations, the company is waiting for as reductionsthe audited financials of the carrying amount ofspecial purpose entities
Cash Flow from Operating Activities
Net cash from operations for the New Notes and no interest expense shall be recognized.
Cash Flow from Investing Activities
Net cash balance of $594, we do not have enough working capital to continue operations. If raised, the additional $3 million would be allocated as follows: $1 million will be used for completion of the B to C version of eDOORWAYS, $500,000 for its launch starting in Austin, Texas and the remaining balance will be used for expenses such as general and administrative, marketing, and consulting. The remainder of 2008 has been devoted to the testing and preparing for the soft launch of the B to C version of the service offering, transitioning into the national launch, initiating development of phases II and III of eDOORWAYS, and pursuing the B to B version.
Cash Flow from Financing Activities
Net cash provided by financing activities for the "soft launch" ofcurrent quarter is $0 which is the B to C version early in 2009.
Off-balance sheet arrangements
The company recorded the value of the common stock as compensation expense at issuance. The value of the Series C convertible preferred stock was recorded as deferred stock compensation at the date of issuance and is being amortized over one year. The Company recognized compensation expense of $78,750 related to the Series C Preferred Stock during the nine months ended September 30, 2008.
The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with certainty. We base our estimates on historical experience and on various other assumptions believedthe 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 be applicable and reasonable under the circumstances. These estimates may changesuch entity or similar arrangement that serves 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:
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 for a smaller reporting company.
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ITEM 4T4 - CONTROLS AND PROCEDURES.
With the change in the management, this Company is contracting to receive the administrative support and Procedures.
For the current quarter, the Company has few transactions. The book-keeping and 15d-15(e)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 (the “Act”))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 June 30, 2008. Basedduties 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 this evaluation, our CEOInternal Control over Financial Reporting
The management is responsible for establishing and CFO concluded that, as of June 30, 2008, our disclosure controls and procedures were not effective. This conclusion was based on the existence of the material weaknesses in ourmaintaining adequate internal control over financial reporting, previously disclosed and discussed below.
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.
The material weakness in our internal controls over financial reporting:
In general, there have been no changes in our system of internal controls over financial reporting during the selectioncurrent period of reporting, while the management has been constantly reviewing and applicationeliminating any area of accounting policies in accordance with generally accepted accounting principles were inadequate and constitute a material weakness in the design ofweakness. The management assertion is adequate internal control over financial reporting. This weakness is due to the Company’s lack of working capital to hire additional staff.
Silverland Finance Ltd, Platinum Investment Corporation, Lin Zhou, Jin Wang, and Li Jun (collectively known as plaintiffs) have filed a law suit on us(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 amount44th Judicial District of $109,024Texas in connectionDallas County, Texas, Case No DC-19-18361 and on 25th November, 2019, this company was served with a claim for unpaid compensation by our former employees.
There are no other pleading requirements. The pre-lawsuit demand was for paymentpending legal proceedings to which the Company is a party or in which any director, officer or affiliate of $15,785. Trial was held on this matter in November 2007. On December 31, 2007 the court awarded Deanna S. SlaterCompany, or any owner of record or beneficially of more than 5% of any class of voting securities of the sum of $3,400 and $5,000 to her attorneys. We recorded the amount of $8,400 in our Financial Statements as of December 31, 2007 and June 30, 2008.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not aware of other claims or assessments, other than as described above, which may have a material adverse impact on our financial position or results of operations.
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Exhibit No. | Description | |
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: | By: | /s/ Timothy Barton | |
Timothy Barton Chief Executive Officer | |||