Carnegie Development Inc. (CDJM)

[ANTI-BAGHOLDER]

Item 5.01. Changes in Control of Registrant



On June 18, 2019, Broadview Holdings, LLC, a Texas limited liability company (“ BHLLC ”), acquired (i) from Sohail Quraeshi (formerly, Director, President and Chief Executive Officer of the Company) 1,000 shares of Series A Preferred Stock, par value $0.001 per share, of the Company and (ii) from Escue Wind SL, a Spanish corporation controlled by Sohail Quraeshi, 40,000,000 shares of Common Stock, par value $0.00001 per share, of the Company in a private placement purchase transaction, all for a total consideration of $135,000. The 40,000,000 shares of Common Stock acquired represent over 90% of the outstanding Common Stock. The Series A Preferred Stock is entitled to no dividends, no liquidation preference and is not currently convertible into shares of Common Stock but is entitled to a number of votes which shall equal 75% of all eligible votes on all matters on which Common Stock is entitled to vote. By virtue of such transaction, a deemed change in control of the Company occurred on June 18, 2019. The amount of consideration utilized on behalf of BHLLC to acquire such positions was from the working capital funds of BHLLC. Control was assumed from Escue Wind SL and Sohail Quraeshi.

ESCU