Carnegie Development Inc. (CDJM)

[S-BEES-BUMBLEBEE]

MPWE, from its 10K filed on 2 Apr 07…

Below are some things that caught my attention when I researched and scanned the MPWE 10K…
http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001377742%252D07....

(Pay particular attention to what’s in bold below.)
** Trades on the OTCBB with consistent SEC filings.
** The Outstanding Shares (OS) = 182,424,688 Shares (From TA)
** The Authorized Shares (AS) = 250,000,000 Shares (From TA)
** It’s Market Capital at its opening price of .0008 per share today = .0008 x 182,424,688 = $145,939

** Working prototype of eDOORWAYS ready for demonstration in June, 2007
** eDOORWAYS ready to serve the public to generate Revenues in August, 2007

** Private investors issued seven year warrants to purchase 30,000,000 common shares at an exercise price of $0.10 per share.

~ In addition, M Power periodically issues warrants to purchase common stock as an incentive, as compensation for services or settlement of debt to officers, directors, employees, and consultants.
~ M Power has warrants outstanding to purchase 46,666,667 shares that were issued in connection with financing transactions. All of these warrants are currently exercisable. These warrants have an exercise price of $0.10 and expire in 2009.

** This means that they feel that .10 cents is a discount and fair price to pay for shares of MPWE at some point in the future considering MPWE implement their business plan as it appears they are doing.

** This means that for MPWE to give their employees warrants to purchase shares at .10 per share for their services rendered is a huge sign of support that their employees must be very confident in the future of MPWE. The best thing to do to help see the possible magnitude of something like this is to ask yourself: What would you have to know to feel confident that such a deal to purchase shares at .10 per share was presented to you as a discount?

~ Equity compensation plans approved by security holders to exercise options to purchase 39,321,747 at .2402 per share.

** Mr. Kimmons, the CEO, new employment agreement, since 3 years after 1 Feb 03, automatically renews at the end of each term for consecutive one-year terms, provides for an annual base compensation of $240,000 and non-qualified stock options to purchase 3,000,000 shares of Common Stock under the Company's 2003 Stock Option Plan, at a purchase price of $0.18 per share.

** Mr. Kimmon has part of his salary, $20,000 of which was paid through the issuance of warrants to acquire 80,000 shares of common stock exercisable at $0.35 per share until December 31, 2007.

** Mr. Meador, a member of the Board of Directors, received a warrant on December 31, 2005 to purchase up to 300,000 shares of unregistered common stock exercisable at $0.08 per share until December 31, 2011. (a little DD on Mr. Meador)
http://www.zoominfo.com/search/PersonDetail.aspx?PersonID=338397227

** Mr. Kimmons received a warrant to purchase up to 2,600 shares at the exercise price of $70.00 per share exercisable until December 31, 2007, which represented part of Mr. Kimmons' compensation for 2002; (b) a warrant to purchase up to 400 shares at the exercise price of $70.00 per share exercisable until December 31, 2007; and (c) an option to purchase up to 15,000 shares at the exercise price of $36.00 per share.

** As for their IR Firm, the contract with Booke and Company Inc. has recently been extended an additional 6 months at the rate of $6,000 per month. According to the 10K, this new period would begin 1 Apr 07. Booke will perform services for MPWE in all areas generally considered to be investor relations.
**Since we have not seen any announcements of developments and other news through Newswire, Businesswire, etc., I’m thinking they re-hired them because the time must be near for them to begin their marketing campaign or they would have allowed their elapsed time to pass.

~ MPWE was incorporated in Delaware.

** Financed from private investors $2,000,000 in which repayment will be in the form of secured convertible debentures in which the earliest maturity date for conversion into common shares is 18 Apr 09 with a 6 percent interest rate.

** Secure short-term financing from Investment Bankers of at least $10 million.

Now this is kind of tricky because you got to wonder how they are planning on doing this. First understand that any stock you buy is eventually going to sell shares into the market to finance their product, service, or business. That’s why any stock trades in the market. The key is to know and understand the “how, what, and when” and at what prices that this selling will more than likely take place. Those are some of the key unknown variables especially within the pink sheets. Since MPWE has a consistent history of filing with the SEC and trades on the OTCBB, their transparency is more believable than your average pink sheet stock.

* The $10 million in financing is a large amount if they are planning on doing this through Convertible Debentures (CDs). The good news is that if they do use CDs to finance, then you know that the conversion date for those CDs would probably be no earlier than 2009 which would give any investor more than enough time to see if their business plan will be implemented. However, as another piece of thought, read and consider the piece below from the MPWE 10K verbatim as to where the $10 million is coming from…

M Power is working with investment bankers to raise $10,000,000 in 2007 to facilitate the implementation of our business plan for the next 12 months. Our business plan assumes that the $10,000,000 of funding will be received by mid-year, 2007. In summary, this funding will be used for:
* $1,000,000 in computer purchases and facility construction
* $3,000,000 to retire existing debt
* $6,000,000 as working capital and to launch the product successfully into the marketplace

Revenues:
Over the next 12 months, M Power anticipates generating a minimum of $2,500,000 in revenues from our e-Commerce platform, advertising , distance learning, consultative services and marketing services.

** The above leads me to think that they will receive some funds/loan from a bank very soon and will be allowed to pay the $10 million back in installments over a period of time as they generate Revenue from them proving their business plan to the bank to receive their support. Also, although I’m not sure just yet how they are going to obtain the $10 million, $3,000,000 of that will be used to retire their debt to make them debt free. I do not think that we will see any kind of “significant” to “if any” dilution from MPWE to implement their business plan.

From checking out the MPWE team of professionals, which is an award-winning Smart One teaching technology and marketing expertise team, I can see how raising $10 million is very doable while still obtaining the necessary support for the share price to continue appreciating:

~ Carmel Consulting - a seasoned Silicon Valley development firm specializing in developing collaborative web platforms. Check out their clients list.
http://www.digitalcarmel.net/clients.html

~ Technical Objectives, Inc. - an artificial intelligence scientist from AT&T research labs; a proven computer based training expert.

~ Marty Lobkowitz - the former VP Mktg. for Office Depot; a channel marketing consultant to top retailers including Home Depot, Comp USA, Best Buy and others.

~ Graj & Gustavsen - highly touted NYC branding consultants (branders of Oshkosh; Tommy Hilfiger; Target; many others). Click on portfolio and click on clients to see who all they support.
http://ggny.com/flash/index.html

~ Telcordia - an innovative NJ based government contractor specializing in advanced software technology and network design. Check out their current 31 partners to include Nokia, IBM, HP, SUN, Swisscom IT, and more.
http://www.telcordia.com/partners/profiles/

Please understand that the above thoughts are some things that I had gotten from a quick scan of condensing 40 pages of information down to 4 pages. Please read the 10K yourself and make your own investing decision based on what you gather from your due diligence (DD). Believe me, I’ve had my share of seeing things correctly and incorrectly and I’m sure I will see things on each side again too. I have only shared why I see MPWE as a good trading and investing opportunity as a solid penny stock with some nice potential that’s on the OTCBB for a change with a decent share structure and not the pink sheets.

v/r
Sterling