SECURITIES AND EXCHANGE COMMISSION
T☒ | ANNUAL REPORT UNDERPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2008
2021£☐ | TRANSITION REPORT UNDERPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to ______________
Commission File Number 000-51716
eDOORWAYS CORPORATION, INC.
(Exact name of registrant as apecified in its charter)
Delaware | 76-0513297CARNEGIE DEVELOPMENT, INC. |
(Exact Name of Registrant as Specified in its Charter) |
Nevada | | 90-0712976 |
(State or other jurisdiction of incorporation Incorporation or organization) | | (I.R.S. Employer Identification No.) |
820 West Third Street, Suite 1103, Austin, TX | 78701 |
| | |
3495 Lakeside Drive, #1087 Reno, Nevada | | 89509 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (866) 482-3829
code: 800-345-8561Securities registered underpursuant to Section 12(b) of the Exchange Act:
Title of each class | Name of each exchange on which registered |
None | None |
NoneSecurities registered underpursuant to Section 12(g) of the Exchange Act:
Common stock, $.001Stock, $0.00001 par value
(Title of Class)
Indicate by check mark if the registrantRegistrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
Act. ☐ Yes £☒ NoT
Indicate by check mark if the registrantRegistrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act
Act. ☐ Yes £☒ NoT
Indicate by check mark whether the registrantRegistrant (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 registrantRegistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
1. ☐ Yes T☒ No£
2. Yes T No £
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
£
Indicate by check mark whether the registrantRegistrant has submitted electronically every Interactive Data File required to be submitted pursuant 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 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, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “small reporting“emerging growth company” in Rule 12-212b-2 of the Exchange Act.
| | Accelerated filer£ | ☐ |
| | Smaller reporting companyT | ☒ |
(Do not check if a 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 registrantRegistrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes £☒ NoT
State the aggregate market value of the voting and non-votingnonvoting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold or the average bid and asked price of such common equity, as of the last business day of the registrant’sRegistrant’s most recently completed second fiscal quarter.
As of September 22, 2009 the aggregate market value of voting common stock held by non-affiliates of the registrant is $34,921,918. Shares of common stock held by each officer and director have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST 5 YEARS)
Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes £ No T
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the registrant’s classes of common equity, as of the latest practicable date.
As of September 22, 2009, the Issuer had a total of 642,512,589 shares of common stock issued and outstanding.
Held by Non-affiliates at Market Price as on June 30, 2021
|
Voting | Common Stock | 6,203,716 Shares | $1.00 per Share | $6,203,716 |
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
TablePART I
As used in this Annual Report on Form 10-K, the terms “we”, “us”, “our”, the “Company”, “Carnegie Development, Inc.” and “Carnegie Development” mean “Carnegie Development, Inc”, and its consolidated subsidiaries, unless otherwise indicated.
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K and other written and oral statements made from time to time by us may contain so-called “forward-looking statements,” all of Contents
PART I
ITwhich are subject to risks and uncertainties.Forward-looking statement are intended to help in understanding our historical results of operations during the periods presented and our financial condition. They 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.
These 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; |
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| • | High volatility in the value attributable to our business model and assets; |
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| • | 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; |
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| • | Risks related to failure to obtain adequate financing on a timely basis and on acceptable terms; and |
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| • | 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.
EM ITEM 1. DESCRIPTION OF BUSINESS
eDoorways Corporation, Inc. (the “Company”, “eDoorways,” “we” or “us”)This Company was originally incorporated in the stateState of Delaware onin February 26, 1988 under the name Technicraft Financial, Ltd. In October 1991, the Company changed its name was changed to LBM-US, Inc. In(“LBM”). Pursuant to an agreement effective August 1994, LBM acquired all the assets and liabilities of GK Intelligent Systems, Inc., a Texas corporation, in exchange for 6,758,920 shares of LBM common stock which were issued to Gary F. Kimmons and his family partnership. The remaining 963,275 shares of LBM common stock then outstanding were retained by the former shareholders of LBM in transaction treated for accounting purposes as a reverse merger in Augustmerger. On April 3, 2002, the Company effectuated a 1-for-10 reverse split of 1994,its common stock. On May 18, 2005, the company acquiredCompany changed its name to M Power Entertainment, Inc. and effectuated a 1-for-200 reverse split of its common stock and changed the names as GK Intelligent Systems, Inc. and the Company adopted such name. In 2006,On September 4, 2007, the Company changed its name to eDoorways Corporation Inc.
We areand effectuated a web-based service provider aimed1-for-2,000 reverse split of its common stock. In May 2010, the Company changed its name to eDoorways International Corporation. On October 27, 2011, the Company effectuated a 1-for-1,000 reverse split of its common stock. On May 6, 2013, the Company converted from a Delaware corporation to a Nevada corporation. In April 2015, Sohail Quraeshi, the then CEO, was issued 1,000 shares of the Company’s Series A Preferred Stock which had previously been issued to our former Acting CEO, Arne Ray, who served from August 13, 2013 until April 1, 2015. Those shares were returned as Treasury stock by Mr. Ray, without consideration, and then issued to Sohail Quraeshi as compensation valued at America's "net-generation" computer users. Asfair market value, or $4.00 per share so as comply with FASB ASC Topic 718 column (e). This transaction constituted a web based “Town Square”change of control of the Company as the Series A Preferred Shares, collectively, votes an equivalent of 75% of all eligible voting shares. The owner of such shares prior to being held by Mr. Ray was our former CEO, Gary Kimmons, who held such shares from issuance until August 15, 2013. The issuances of the shares of Series A Preferred Stock were also treated as compensation to Messrs. Kimmons and Ray, respectively, and valued a fair market value of $0.01 per share pursuant to FASB ASC Topic 718 (e). On June 23, 2015, a Certificate of Amendment to Articles of Incorporation of the Company, which was filed with the Nevada Secretary of State on June 1, 2015, was declared effective by FINRA – Corporate Actions, whereby the Company effectuated (i) A reduction in the number of authorized shares of common stock from 2,500,370,900 to 250,000,000; (ii) a Change of name from eDoorways International Corporation to Escue Energy, Inc.; and (iii) a 1-for-2,000 reverse split of the Company’s common stock, $0.00001 par value per share. Effective July 1st, we aim2019 the Articles of Incorporation has been amended and the new name is Carnegie Development, Inc. On Tuesday 3rd September 2019, this company completed the online application (Filing ID: 4128722) for name change and symbol change. On Friday 3rd April 2020 FINRA required the company to provide businessesresubmit the application (OTC Corporate Actions CAS – 68178).Since 2021, the company is engaged in land acquisitions for Real Estate Development and consumers withits new subsidiary engaged in – managing of construction projects for a platformfee. On 22nd November 2021, the Company entered into a subscription agreement and issued 4,761,905 shares of common stock at an aggregate consideration value of $1,000,000 ($0.21 per share) to Lynn Investments LLC in consideration for exchanging ideas, servicesacquiring 100% membership interest in Lajolla Construction Management LLC. This acquisition was reported in Form 8-K on 7th December 2021
INDUSTRY AND MARKET DATA
Information regarding market and products within a highly technologically sophisticated social networking environment.
eDoorways intends to offer a way to identify, locateindustry statistics contained in this Annual Report on Form 10-K has been obtained from industry and engage a varying array of resources (both locally and globally)other publications that will provide for advanced problem solving, enhanced learning, conceptualizing and taking ideas to completion, intelligent searches resulting in finding hard-to-get information, or buying and selling items through sophisticated ecommerce networks.
We intend to capitalize on current Web 2.0 community democratic Internet service offerings like MySpace, Craig’s List, and Wikipedia. We are also incorporating emerging Web 3.0 software technologies. Through Web 3.0, we believe that we will possess a global reach and commerce potential that exceeds current service offerings on the Internet. We intend to offer today's generation of web users a highly collaborative personal and work space that fosters new levels of achievement and creativity.
PRODUCTS AND SERVICES
As part of our initial service offering, we are creating a web-based consumer problem solving gateway, lifestyle information source and online business-to-consumer marketplace designed to save the consumer valuable time and money by uniting him/her with the global consumer community, retailers, and manufacturers in an effective new way. The service offering, or "doorway", is called "SOLVE." The SOLVE doorway will serve as a central forum for new media e-commerce business-to-consumer product marketing, customer support and distribution. We are targeting SOLVE to become a resource for anyone who is actively engaged in pursuing a lifestyle - whether it's home improvement, gardening, rebuilding old cars, or sports. SOLVE will assist the general public in solving daily problems. It also will assist the general public in buying those things that are most important and relevant to its needs and interests.
SOLVE could offer a wide range of businesses a unique opportunity to present their products and services to a broader market. The "storefronts" that businesses establish on SOLVE will be predicated on the concept that they are bringing relevant expert assistance to consumers at their critical moment of need. This will give our business clients a chance to build clientele and strengthen their brand by engaging consumers through service and support. In doing so, such businesses will have a new way to not only retain current customers,reliable, but also reach potential new customers, close the sale, and build a long-standing relationship.
Example of a Typical "SOLVE" Transaction
Imagine that your hot water heater in your home is not working correctly. Unfortunately, troubleshooting malfunctioning hot water heaters is not your area of expertise. To garner the information you need, you enter the eDoorways gateway on your laptop computer. Inside eDoorways, you're escorted to the Home Improvement lifestyle area where you're able to review in-depth and comprehensive information about your problem supplied and maintained by others in the democratic community who have relevant expertise. Next, you choose to speak with subject matter experts representing home improvement products and service vendors who offer to lend a hand. You select a local vendor who introduces John, the hot water heater troubleshooting expert. With John's knowledgeable guidance and support, you gain the expertise necessary to diagnose the nature of the problem - a worn out coil. John offers to have a new one sent over immediately from their store down the street, or they can have it waiting for you to pick up. However, you decide that maybe its time for a new and larger 75 gallon heater. John points you to their water heater manufacturer's representative, who assists you in making a purchase choice. Shortly thereafter, the new heater is on its way to your home.
The example above narrowly describes how the "SOLVE" doorway of eDoorways can be of service. However, we believe that SOLVE’s capabilities are far greater than described above, offering real-time group problem solving and collaborative capabilities and many other features.
We will offer two synergistic service components to drive the SOLVE sub-brand:
| 1. | A performance support feature that assists consumers in resolving current lifestyle problems and issues on a real-time collaborative basis; and |
| 2. | An e-marketplace where vendors are allowed to establish "storefronts" where they can communicate directly with consumers. |
These two service elements will be uniquely combined into a single, seamless interface to provide an environment designed to foster collaborative teamwork between the consumer, other members of the broader consumer community, retailers, and manufacturers.
SOLVE will be first and foremost a problem solver, allowing "lifestyle consumers" to quickly research and assess their problem (like installing brake pads on the car, or planting the right landscape at home) with the aid and valuable knowledge of thousands of others who have a solution at hand that they're willing to share. The idea is to put the consumer in a unique problem-solving environment that can effectively assist him/her in obtaining the right solution and acquiring the resources (i.e., products and services) necessary to put the solution in motion. To do this, we make the consumer, relevant retailers and manufacturers, and the consuming public as a whole (who have contextual experience potentially valuable to the person with the problem) part of a single goal-oriented team.
With its second service component of the SOLVE, eDoorways will be an e-commerce business-to-consumer marketplace. Once the consumer has a solution at hand, retailers/manufacturers can help him/her acquire necessary products/services quickly and conveniently. Manufacturers also can assist the consumer by offering context-relevant information, guidance and support, promotional offers and the business-to-consumer tools geared to solve the consumer's problem.
Today, eDoorways is prepared to launch with the introduction of SOLVE. The soft launch date for SOLVE has been announced as October 1, 2009. We are continuing our software development activities to accomplish this objective. We are also engaged in service pre-marketing activities. Between the soft and beta launches, we will actively market SOLVE to small businesses and consumers in the Austin regional area. We will take the initial feedback we receive from the soft launch via focus group testing and testimonials to make any necessary modifications before the beta launch. The beta launch of SOLVE is scheduled to occur before the end of 2009. At that time, we will “go live”, making the SOLVE service offering available for the Austin marketplace.
Features & Benefits
Key differentiators of the SOLVE service offering will be increased consumer empowerment through a higher level of engagement with retailers, manufacturers and other consumers, and a stronger orientation toward customer service and improved ways for retailers to identify prospects and close the sale. These can be explained as follows.
| – | Offers new perspectives about lifestyles they would never have thought to ask about; |
| – | Provides consumers with context-specific expertise for solving practical daily problems related to health, the home, family, etc.; |
| – | Serves as a source for lifestyle education and personal improvement; |
| – | Offers unprecedented consumer access to lifestyle/entertainment and information resources (products and services); |
| – | Offers consumers a unique forum for lifestyle community; allows them to engage in social interaction with peers who share similar interests and priorities; |
| – | Engages consumers by inviting them to participate in solutions to lifestyle issues and problems, and; |
| – | Minimizes time and money wasted when consumers are forced to resort to trial-and-error solutions. |
SOLVE will also benefit vendors because it:
| – | Serves as a new platform for business commerce, delivering targeted "gold nugget" prospects (consumers) to vendors. Offers vendors a forum for demonstrating credibility and an avenue for closing the prospective customer; |
| – | Provides a robust environment for CRM and targeted marketing. Creates an avenue for personalized engagement and relationship building; |
| – | Allows businesses of all types and sizes to engage in the global market and compete with much larger, established entities; |
| – | Offers emerging companies an opportunity to compete with the market-share leaders in their industry, and grow their revenues without an enormous investment in physical infrastructure; |
| – | Offers market-share leaders a unique, affordable opportunity to attract additional new customers and more importantly, an avenue to cement a long-term relationship with existing customers by making services available 24/7/365; |
| – | Offers businesses a way to drive consumer traffic to brick-and-mortar facilities, and; |
| – | Reinforces the concept that businesses can offer true customer service and genuine solutions. |
Technologies Used to Provide Services
We believe that the initial SOLVE service offering will be accomplished through the integration of the following software technologies:
| – | "Targeting" software - used to pinpoint consumers' physical location and market availability; available from numerous vendors. |
| – | "Push" software - used to drive "permission" marketing campaigns of our partners; available from numerous vendors. |
| – | Systems integration software - used to "manage" all of the above; available from numerous vendors. |
Intelligent search software – used to assist consumers in obtaining timely and relevant solutions to their problems, both within the context of the moment and over a long period of time.
| – | “Intelligent” teaching software - our proprietary expert systems based educational software; to be updated and revised to accommodate recent advances in presentation and transmission capabilities. |
eDOORWAYS’ “Intelligent” Teaching Technology
We developed our “intelligent” teaching technology in a previous incarnation of the company approximately 10 years ago. At that time, the teaching technology established itself as an internationally known brand that received numerous awards for technical and marketing excellence. It is our intent to use the technology as part of our SOLVE service offering. In addition, we are exploring other opportunities for the teaching technology in the marketplace.
A key aspect of the first SOLVE service element is the fact that eDoorways brings additional resources to bear in solving the consumer's problem. One important resource is that of training and education on relevant lifestyle topics and issues, which is supported by our “intelligent” instructional technology. We have developed a highly advanced and internationally accredited teaching technology known as the “intelligent” instructional technology.
Our advanced software is an intuitive learning technology that creates a customized user profile by assessing the knowledge and skill level, and the strengths and weaknesses of the user through a sophisticated, yet easy to use Q&A format. As the user interacts with the learning environment, his/her profile and progress are benchmarked against an already stored “expert profile” of the demonstrated knowledge and skill that an expert in the field would have. Using the “expert profile” as a comparison, the program gauges the users progress and modifies the level of support accordingly, giving the less skilled user prompts and menus that are not providedproduced for purposes of securities filings. We have not independently verified any market, industry or similar data presented in this Annual Report and cannot assure you of its accuracy or completeness. Further, we have not reviewed or included data from all sources. Forecasts and other forward-looking information obtained from third-party sources are subject to the more experienced user.
The Other "Doorways"future market size, revenue and market acceptance of
products and services. As a result, investors should not place undue reliance on any such forecasts and other forward-looking information.PRODUCTS AND SERVICES
Real Estate Development: Since 2021, the eDOORWAYS Brand
We also intend to create six additional “doorways” to our platform and service offering. Each doorway will be given a unique name, suchcompany is engaged in land acquisitions for Real Estate Development.COMPETITION
There exist five basic competitive forces, which are the threat of new market entrants, the threat of substitute products, the bargaining power of buyers, the bargaining power of suppliers, the competition within existing rivals
National Multi-family Housing Council1 ranked Alliance Residential in Phoenix, AZ as the initial SOLVE doorway,top-ranking developer2 in 2020.
The company’s name is an acronym of “Innovation, and will be established in the marketplace as a distinct sub-brand. Although these doorways have yet to be named, each is unique in their service offerings, as follows:
Doorway II | Enter a world of enhanced personal participation where there are no hindrances due to your lack of knowledge. Obtain a more rich and thorough experience of any lifestyle activity with the help of an environment that brings you all relevant aspects of the lifestyle. If you like to tinker and explore, this doorway will be for you. |
Doorway III | This doorway will offer an opportunity for anyone wishing to create a training experience for others or to further their own education to achieve their objective. It will offer a feature new to learning - the ability to tap into the skill and knowledge of others in a real-time venue to create a learning experience. |
Doorway IV | This doorway brings technology, tolerance, and talent together to create new ideas, products, and possibilities. Imagine being able to go to a special place where you can air your creative thinking, run it by others of a similar mind, and turn it into a tangible, productive project using the unlimited human and information resources of the web. |
Doorway V | This doorway connects those who want to help with those who need it. This extraordinary doorway will give those who wish to serve others the opportunity to bring tremendous focus and impact to their charitable action. You will be able to make your action known to those who care so that they may assist you in bringing your unique capabilities to a world in need. |
Doorway VI | With this doorway, consumers will be able to bring and apply focus to their mind. It will offer tools and a supportive environment for self-help and analysis. If you are interested in enhancing your personal ability, this doorway will bring you the resources you need to move forward. |
Doorway VII | The Cardinal Doorway that leads to and orchestrates all others. It is the source of the technology and horsepower that drives the other six doorways. Doorway VII is the all-seeing, all-knowing personal assistant. No matter which doorway you're in, Doorway VII will be standing at your side as your personal guide, assistant and mentor. It can tell you the questions you should be asking to accomplish your goal. And it is the ultimate provider of resources. Doorway VII will be the constant observer of both your actions and those of the world, reaching out to the world at the proper moment to bring you the exact knowledge and resources you need. Doorway VII will be constantly observing and learning, thereby enhancing the nature of the services it can offer. |
We anticipate, although no assurance can be given, that we will complete the branding plan on or before the end of December,2009. Until such time, we will not be able to make a final determination of the technologies we will require to offer the services contemplated above.
COMPETITION
eDOORWAYS will be an open website with typical HTML interactivity that people can access through internet searches as well as from a variety of partner/client websites. eDOORWAYS' first doorway, SOLVE, will compete either directly or indirectly with the following web-based entities: GenieTown, LooBoo, The Local Guru, Local, Yub, Slide, Facebook, LinkedIn, Yahoo Answers, MySpace, and Fatdoor. However, we believe that these competitors do not have a collaboratively-based contextual (real time) service offering of the type contemplated by our business plan.
Below is a brief description of each of the businesses that we believe may be deemed to compete, either directly or indirectly, with our business.
Competitor | Description |
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GenieTown | The company helps consumers hire quality service providers. Services are offered in nearly every category. On GenieTown, anyone can be a Genie and everyone can find the right Genie for the job. GenieTown leverages the power of the Web and matches consumers with local service providers in a safe, efficient, and trusted manner. |
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LooBoo | LooBoo provides an extensive search database that is intended to provide its users with the ability to find businesses within a particular location. |
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The Local Guru | The Local Guru’s mission is to deliver valuable tools and marketing for skilled Canadian residents, allowing people of like-skills to build relationships and grow business and contacts. Their goal is to become Canada's most effective way to link skilled persons with people in their community. TheLocalGuru.com is about capturing that skill and enabling people to leverage it for the benefit of self and community. |
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Local | Local.com is a leader in local search with the Local.com search engine and related products that deliver relevant search results. With more than 20 patents held or pending for search engine technologies, Local.com designed its local search engine to help users quickly and easily find the most relevant results for local businesses, products, and services. In addition to the local search engine, Local.com offers products and services that help advertisers, business partners and local businesses optimize results for local search queries, effectively matching end user searches with advertisers in ways that are beneficial to both sets of Local.com customers. |
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Yub | Yub is an online mall where people meet, hang together, and get up to 25% back for shopping. The number of products listed in Yub's mall is 5,921,625. Like a real mall, you can hang out with friends, meet others, and people watch. Unlike a real mall, Yub personalizes your shopping and pays you for it. |
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Slide | Slide is the largest personal media network in the world, reaching more than 134 million unique global viewers each month and 30 percent of the U.S. Internet audience. Slide helps people express themselves and tell stories through personalized photos and videos created on Slide.com and viewed anywhere on the web or desktop.
Slide widgets — including Slideshows, Guestbooks, SkinFlix and FunPix — are popular on top social networking and blog platforms, including MySpace, Facebook, Bebo, Hi5, Friendster, Tagged, Piczo and Blogger. Slide is also the leading application developer on Facebook with more than 63 million applications installed, including SuperPoke and Top Friends, the most active application by more than four times that of any other 3rd party developer.
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Facebook | Facebook is a social utility that connects people with friends and others who work, study and live around them. People use Facebook to keep up with friends, upload an unlimited number of photos, share links and videos, and learn more about the people they meet. Facebook is made up of many networks, each based around a company, region, or school. You can join the networks that reflect your real-life communities to learn more about the people who work, live, or study around you. |
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LinkedIn | LinkedIn's mission is to help people be more effective in their daily work and open doors to opportunities using the professional relationships they already have. A LinkedIn network consists of a person’s connections, their connections’ connections, and the people they know, linking them to thousands of qualified professionals. |
Yahoo!
Answers
| With Yahoo! Answers, one can get real answers from real people. A user can ask questions easily, answer others' questions, and see what others are asking. |
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MySpace | MySpace permits: |
| | · | Friends who want to talk Online |
| | · | Single people who want to meet other Singles |
| | · | Matchmakers who want to connect their friends with other friends |
| | · | Families who want to keep in touch--map your Family Tree |
| | · | Business people and co-workers interested in networking |
| | · | Classmates and study partners |
| | · | Anyone looking for long lost friends. |
| | | |
Fatdoor | Fatdoor aims to connect users with their neighbors by providing a localized social network for their physical community. The website integrates with Microsoft Virtual Earth to display local business and residential listings on an interactive map. Once users claim their listings, they can add profiles and put down their interests. Users can then plan events and form local interest groups with the site. |
Based on SOLVE’s design, we believe that none of the primary competitors we have identified above can or has attempted to offer an intensive problem solving service of the nature that we've developed. Moreover, although websites such as Google and Ask.com offer their search capabilities as a problem solving tool, the searches that can be performed on such websites do not approximate the kind of collaborative problem solving service we are contemplating and as such, these sites are not deemed by us to be competitors of the Company. The eDoorways search function is combined with context-relevant information and other useful functions such as placing consumers in contact with retailers and manufacturers in real-time. This will enable consistent and continuous product/service status reports along with all other availabile information, guidance and support. It will also provide valuable context-relevant "community chat" solutions offered by other consumers familiar with the problem faced by the searching consumer.
Moreover, SOLVE will also provide a dedicated e-commerce marketplace with an extensive collaborative component. While companies like Craigslist and eBay compete in the buy-sell arena, neither offer a service that would allow retailers and manufacturers to collaborate with the consumer on a real-time basis.
The combination of the services and components of the SOLVE doorway, along with other proprietary functions of the platform yield an Interactive Intelligent search system that lies at the heart of our Web 3.0 consumer model.
Our "SOLVE" branding strategy is based in a large part on our perception that the Internet services market is moving toward a new phase. We foresee a major push in the direction of aggregating both static and contextual information of potential interest to consumers and rendering that information to consumers in a form that is easier to understand and relate to. It can be safely assumed that the larger, more dominant players in the market will take the lead in this effort. Our plan is to move quickly and effectively in an attempt to assume a dominant role in the niche before the larger players are able to act.
In view of the above, eDOORWAYS' competitive advantage for SOLVE and its value-add may be summarized as follows:
- End-user benefits of SOLVE: On the same web page, we will provide our users the solution to a problem, validated by millions of experts, as well as the enabler who can provide the “tools” needed to arrive at that solution, whether that is actual products or services.
- Partner Benefits: Our partners will have the opportunity to attract new customers, get closer to existing customers, learn about real-life business trends earlier and more efficiently than they do today, and grow sales while leveraging their existing infrastructure (i.e., they are already invested in web selling.)
Excellence”.DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS
We presently do not have any customers for our services as we are stillcollaborating with various the Single Purpose Entities.
_________
1 NMHC | 2020 Top Developers List
2 A Developer is the firm responsible for the entire process related to the development of a development stage company.
new multifamily (defined as five or more units) rental community (including independent living and age-restricted housing). The developer controls everything from preliminary planning to obtaining financing to preparing the community for delivery to the market, and typically is responsible for selection of the builder. Units are started for the developer’s own account, and upon completion of units, the developer will be the owner of the units. This includes developers who may sell their property after the units have been leased.
PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR LABOR CONTRACTS, INCLUDING DURATION:
In 2009, the Company filed applications for three Service Marks for the names “iDoorways”, “Consumer 3.0” and “eDOORWAYS”. As of September 22, 2009, these applications were still pending.
The company had no PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR LABOR CONTRACTS.
NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES
EFFECTS OF EXISTING OR PROBABLE GOVERNMENT REGULATIONS ON OUR BUSINESS
As Internet commerce continues to evolve, increasing regulation by federal, state or foreign agencies may become more likely and our business may be subject to increase regulation in the area of data privacy, and laws and regulations applying to the solicitation, collection, processing or use of personal or consumer information. Any such laws could result in a decline in the use of the Internet and the viability of Internet-based products and services, which could harm our business and operating results.
RESEARCH AND DEVELOPMENT ACTIVITIES AND COSTS
All of our research and development activities are presently borne by the Company. As of August 31, 2009,on the reporting date, we have spent $3,905,454$0 on research and development activities. The Company issued 313,763,690 shares of common stock from 2007 through the date of this filing valued at $2,682,826 to account for a portion of the research and development.
Our business plan calls for us to expend a total of approximately $2,800,000 over the next twelve months for research and development. The company is currently negotiating a line of credit agreement with independent third parties to provide for the funds necessary to cover our anticipated research and development expenses, however, no assurance can be given that we will be successful in obtaining such line of credit, or that such will be on terms favorable to us.
COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS
We do not expect any environmental laws to give rise to additional costs to our business.
As of December 31, 2008on the reporting date and thereafter, we had one (1) employee.no employee, except the three corporate officers. During 2008,2019, to lower operating costs, we relied on the independent consultants rather than through employment contracts.
Our current headquarters is located in Austin, Texas and consists of a small office we rented beginning in October of 2007 This space is targetedThe Company does not own any real estate or other properties.
ITEM 3. LEGAL PROCEEDINGS
There are no legal proceedings to become our base of operations for launchingwhich the Company is a party or in the Austin, Texas market beginning in the fourth quarterwhich any director, officer or affiliate of 2009. Upon the leases expiry, the Company, anticipates, although no assurance can be given, that such lease will be renewed on a monthly basis at a costor any owner of $3,595 per month.
We believe that our existing facilities are adequate to meet current requirements, and that suitable additionalrecord or substitute space will be available as needed to accommodatebeneficially of more than 5% of any further physical expansionclass of operations and for relocationvoting securities of the headquarters to Austin.
On February 10, 2000, the Texas Workforce Commission placed an administrative lien on us in the amount of $109,024 in connection withCompany, is a claim for unpaid compensation by our former employees.
A default judgment was taken against us in favor of Marathon Oil Company on August 31, 1999 in the amount of $326,943 representing past and future rentals under a lease agreement, together with $7,500 in attorney's fees and post judgment interest at 10% per annum until paid, credit towards the judgment was ordered for sale of personal property by the Sheriff or Constable. We believe the personal property sold for approximately $28,000. To the extent that the property was leased during the unexpired term, it is possible that there would be a mitigation of the damages claim in our favor. We believe that some or all of the space was subsequently rented approximately 90 days later. The remaining $306,443 has been accrued in our financial statements under the heading Judgments payable.
On August 31, 2006, Deanna S. Slater, an independent contractor formerly with M Power Entertainment, Inc., brought suit in County Civil Court at Law Number Four in Harris County, Texas, Docket Number 872,560, alleging breach of contract, quantum meruit, promissory estoppel and for attorney's fees. Ms Slater did not claim any specific dollar amount in damages but the court on December 29, 2006 granted our Special Exceptions and she amended her petition alleging the amount she sought in damages along with certain other pleading requirements. The pre-lawsuit demand was for payment of $15,785. Trial was held on this matter in November 2007. On December 31, 2007 the court awarded Deanna S. Slater 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, 2008 and 2007.
The amount of accrued interest on all these unpaid judgments totaled $384,667 as of December 31, 2008.
We are not aware of any other claims or assessments, other than as described above, which may have a material adverse impact on our financial position or results of operations.
No matters were submitted to a vote of securities holders during the fiscal year ended December 31, 2008.
PART II
ITEM 5. MARKET FOR REGISTRANTS’ COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIESOur common stock is presently traded in the over-the-counter market and quoted on the National Association of Securities Dealers'Dealers’ OTC Bulletin Board System under the ticker symbol "EDWY.OB."
“CDJM.PK.”Because we are quoted on the OTC Pink market, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.
The following table describes, for the respective periods indicated, the pricesprice of our common stock in the over-the-counter market, based on inter-dealer bid prices, without retail mark-up, mark-down or commissions. The figures below may not necessarily represent actual transactions.
| Fiscal 2008 | High | Low |
| First Quarter (1) | $.012 | $0.005 |
| Second Quarter (1) | $0.075 | $0.011 |
| Third Quarter (1) | $0.035 | $0.005 |
| Fourth Quarter (1) | $0.005 | $0.001 |
| | | |
| Fiscal 2007 | High | Low |
| First Quarter (1) | $0.0019* | $0.0005* |
| Second Quarter (1) | $0.0012* | $0.005* |
| Third Quarter (1) | $0.8 | $0.195 |
| Fourth Quarter (1) | $0.58 | $0.009 |
| | | |
| *Split-adjusted | | |
Holders
There were approximately 140 holders The share price is extracted from https://www.otcmarkets.com/stock/CDJM/overviewFiscal 2021 | | High | | | Low | |
First Quarter | | $ | 3.04 | | | $ | 1.62 | |
Second Quarter | | $ | 2.79 | | | $ | 0.41 | |
Third Quarter | | $ | 1.99 | | | $ | 0.51 | |
Fourth Quarter | | $ | 1.01 | | | $ | 0.05 | |
| | | | | | | | |
Fiscal 2020 | | High | | | Low | |
First Quarter | | $ | 2.05 | | | $ | 1.00 | |
Second Quarter | | $ | 3.04 | | | $ | 0.55 | |
Third Quarter | | $ | 3.81 | | | $ | 1.12 | |
Fourth Quarter | | $ | 2.30 | | | $ | 1.37 | |
Number of shareholders
On record, there are 227 shareholders of our Common Stock as of September 22, 2009.
25st March 2022.Transfer Agent
Our registrar and transfer agent for the common stock, is American Registrar andPacific Stock Transfer, Co. 342 East 900 South, Salt Lake City, Utah 84111.
6725 Via Austi Parkway, Suite 300 Las Vegas, NV 89119Dividends
We have not declared any cash dividends with respect to our common stock, and we do not intend to declare dividends in the foreseeable future. We anticipate that any earnings generated from our operations will be used to finance our ongoing operations and growth.
Equity Compensation Plans
Below is a table setting forth the compensation plans under which equity securities of the Company are authorized for issuance:
| | | | | | | | | | |
| Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |
| Equity compensation plans approved by security holders | | | 678,253 | | | | 0.2404 | | | | 39,321,747 | |
| Total | | | 678,253 | | | | 0.2404 | | | | 39,321,747 | |
Recent Sales of Unregistered Securities
Debt Securities
We issued 31,906,738 shares in 2008 to retire mostly short term notes payable. The notes bear 0% interest and mature on various short term periods and are convertible into shares of common stock. In 2008, the Company borrowed $36,400 through these types of notes. Many of those outstanding at the end of 2007 and most of those originated in 2008 were retired by the issuance of the earlier stated shares.
During October and November 2007, we borrowed a total of $91,100 under various short-term convertible notes payable. The notes bear interest at 0%, matured within 10 days, and were convertible into shares of common stock at between $0.075 and $0.09 per share (50% of the market price of the common stock on the date of issuance of the notes). Subsequent to September 30, 2007, all of these convertible notes in the amount of $91,100 were converted into 1,575,776 shares of common stock. Upon conversion we recognized a $54,000 loss on extinguishment of debt due to the conversion price being greater than the amount owed on two loans. Under the terms of the warrants issued in connection with the 6% convertible debentures, if the Company issues common stock at a discount to the exercise price of the warrants, the exercise price of the warrants to purchase shares of common stock is adjusted downward in proportion to the discount given in the new equity issuance. The outstanding warrants affected by this change are 749 warrants with an exercise price of $3.20 expiring March 30, 2014 and 14,999 warrants with an exercise price of $200.00 which expired unexercised on April 18, 2009.
On October 25, 2007, the Company completed a financing agreement with private investors and received cash proceeds of $250,000. We issued the investors secured convertible debentures totaling $250,000 with an 8% interest rate and a maturity date of October 25, 2010. The debentures are convertible into common shares at a discount of 50% of the average of the lowest three (3) trading prices during the twenty (20) trading day period prior to conversion. We simultaneously issued to the private investors seven year warrants to purchase 10,000,000 common shares at an exercise price of $0.0001.
On March 30, 2007 (the “Closing”), we entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC (collectively, the "Investors"). Under the terms of the Securities Purchase Agreement, on March 30, 2007, the Investors purchased an aggregate of (i) $165,000 in callable convertible secured notes (the "Notes") and (ii) warrants to purchase 1,500,000 shares of our common stock (the "Warrants"). After the effect of our reverse common stock split of 2000 to 1 in 2007 the warrants were reduced to 750 shares.
ITEM 6. SELECTED FINANCIAL DATA
Not required.
Smaller reporting companies are not required to provide the information required by this item
Table of Contents
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
FORWARD-LOOKING STATEMENTS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and the accompanying notes thereto included in “Item 8. Financial Statements and Supplementary Data.” In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. See “Forward-Looking Statements.” Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements because of many factors.
Much of the discussion in this Item is “forward-looking” as that term is used in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Actual operations and results may materially differ from present plans and projections due to changes in economic conditions, new business opportunities, changed business conditions, and other developments. Other factors that could cause results to differ materially are described in our filings with the Securities and Exchange Commission. There are several factors that could cause actual results or events to differ materially from those anticipated, and include, but are not limited to general economic, financial and business conditions, changes in and compliance with governmental laws and regulations, including various state and federal environmental regulations, our ability to obtain additional financing from outside investors and/or bank and mezzanine lenders and our ability to generate sufficient revenues to cover operating losses and position us to achieve positive cash flow. Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of a certain date. We undertake no obligation to update any forward-looking statements.
Plan of Operation
DuringGoing Concern
By the next 12 months, we will direct our resources to the development, branding,acquisition on 22nd November 2021, this Company entered into a regular business and launch of our web service offering. This includes both the SOLVE doorway and Doorway II. We intend to enter into strategic alliances, form joint ventures and acquire interests in companies whose products and services integrate into the eDOORWAYS platform, however, no assurance can be given that we will be successful in forming such strategic alliances. The Company plans on completing its soft and beta launches of Solve by the end of 2009. Infor the first and second quartertime, this Company reported revenue from its wholly owned subsidiary. This Company asserts its ability as a Going Concern.
Results of 2010,Operations for the Company will undertake the soft and beta launch of Doorway II.
To date, we have raised $2,342,500 in capital. In ordercurrent reporting period, as compared to
execute on our plan of operations, we will require approximately $3,000,000previous reporting periodRevenue during the fourth quarter of 2009. Without this funding, we will not have enough working capitalcurrent reporting period is $22,400, as compared to continue operations. If we$0 for the previous year
Expenses during the current reporting period are successful in raising$36,112 which is lower than $73,609 for the additional $3,000,000, such would be allocated as follows: $1 million will be usedprevious year.
The net loss for completion of the platform (includingcurrent year is $13,712 lower than $73,609 for the licensing of applications), $500,000 for its launch starting in Austin, Texas and the remaining balance of $1.5 million will be used for facilitating the national launch for SOLVE, as well as expenses such as general and administrative, marketing, and consulting. The next six months will be devoted to the testing the "SOLVE" doorway of the service offering, with the remainder of 2009 dedicated to the launch and 2010 transitioning into the national launch and initiating development of Doorway II.
The Company is currently negotiating a line of credit agreement with an independent third party for a major portion of the funding we require. However, no assurance can be given that the Company will be successful in obtaining such line of credit, or that if such line of credit is made available, that such will be on terms favorable to us.
previous year.Liquidity and Capital Resources
As reflected inDuring the accompanying financial statements fortwo months of November and December 2021, the fiscal year ending December 31, 2008, the Company had general and administrative expenses in the amount of $4,403,689, which includes the payment of compensation to our directors and officers in the amount of $668,000,wholly owned subsidiary reported $22,400 revenue, which is a resultpositive sign for liquidity. However, this Company may need at least a year or two to achieve stronger liquidity
With the deposit of $1 million by the increased company activity relating towholly owned subsidiary, the completion ofCompany’s resources can yield higher return on investments. However, the Company’s activities are in the real estate development ofand hence, the launch of our first doorway. This increased activity resultedindustry trends may impact the capital resources
Cash Flow from Operating Activities
The Company used $109,279 in a losscash for the current reporting period as against $65,687 in the previous year.
Cash Flow from operations of $6,745,727; negative cash flowsInvesting Activities
The Company neither used nor received any from operations of $76,580; a working capital deficiency of $3,094,656the investing activities for the current reporting period and has a stockholders’ deficiency of $7,849,157. This raises substantial doubt about its ability to continueit is the same in the previous year.
Cash Flow from Financing Activities
The Company received $80,159 as a going concern. The ability of the Company to continuerepayable loan from as a going concern is dependentrelated party transaction, in the current reporting period whereas it was $66,510 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 abilitycompany’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to raise additional capital and implement its business plan. investors.
The financial statements do not includeterm “off-balance sheet arrangement” generally means any adjustmentstransaction, 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 might be necessary if the Company is unable to continueserves as a going concern.
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunitycredit, liquidity, or market risk support for the Company to continue as a going concern.
Off-Balance Sheet Arrangements
None.
such assets.Critical Accounting Policies
A critical accounting policy is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective, or complex judgments that could have a material effect on our financial condition and results of operations. Specifically, critical accounting estimates have the following attributes: 1) we are required to make assumptions about matters that are highly uncertain at the time of the estimate; and 2) different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations.
Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change 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:
Use of Estimates
—These financial statements have been prepared in accordance with accounting principles generally accepted in the United States and, accordingly, require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Specifically, our management has estimated variables used to calculate the Black Scholes and binomial lattice model calculations used to value derivative instruments discussed below under "Valuation“Valuation of Derivative Instruments"Instruments”. In addition, management has estimated the expected economic life and value of our licensed technology, our net operating loss for tax purposes, share-based payments for compensation to employees, directors, consultants and investment banks, and the useful lives of our fixed assets. Actual results could differ from those estimates.
Deferred Financing Costs
—Payments, either in cash or share-based payments, made in connection with the sale of debentures are recorded as deferred debt issuance costs and amortized using the effective interest method over the lives of the related debentures.
Fair Value of Financial Instruments
—For certain of our financial instruments, including accounts receivable, accounts payable, accrued expenses, interest payable, bank overdraft, advances payable and notes payable, the carrying amounts approximate fair value due to their relatively short maturities.
Valuation of Derivative Instruments
—FAS 133, "Accounting“Accounting for Derivative Instruments and Hedging Activities"Activities” requires bifurcation of embedded derivative instruments and measurement of fair value for accounting purposes. In addition, FAS 155, "Accounting“Accounting for Certain Hybrid Financial Instruments"Instruments” requires measurement of fair values of hybrid financial instruments for accounting purposes. In determining the appropriate fair value, the Company uses a variety of valuation techniques including Black Scholes models, Binomial Option Pricing models, Standard Put Option Binomial models and the net present value of certain penalty amounts. Derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as Adjustments to Fair Value of Derivatives. The effects of interactions between embedded derivatives are calculated and accounted for in arriving at the overall fair value of the financial instruments. In addition, the fair values of freestanding derivative instruments such as warrant derivatives are valued using the Black Scholes model.
Stock Based Compensation
—The Company follows the fair value recognition provisions of FAS 123(R)123®. Stock-based compensation expense is recognized in the financial statements for granted, modified, or settled stock options based on estimated fair values.
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
ITEM 8. FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firms
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders
eDOORWAYS
(A Development Stage Company)
Austin, Texas
We have audited the accompanying balance sheet of eDOORWAYS Corporationapplicable to a “smaller reporting company” as
of December 31, 2008, and the related statements of operations, statements of stockholders’ deficit, and statements of cash flows for the year then ended and for the period from inception (January 1, 2006) to December 31, 2008. These financial statements are the responsibilitydefined in Rule 12b-2 of the
Company’s management. Our responsibility isExchange Act.
ITEM 8. FINANCIAL STATEMENTS
The Company chose to express an opinion on these consolidated financial statements based on our audits. Thepublish the unaudited financial statements for the current reporting period from inception through December 31, 2007 were audited by other auditors whose report expressed unqualified opinions on those statements. The financial statements for the period from inception through December 31, 2007 include total revenues and net loss of $0 and $6,141,168, respectively. Our opinion on the statements of operations, stockholders' deficit and cash flows for the period from inception through December 31, 2008, insofar as it relates to amounts for prior periods through December 31, 2007, is based solely on the report of other auditors.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and performwhile the audit
to obtain reasonable assurance whethercan be completed in due course when the
financial statements are freeCompany has sufficient inflow of
material misstatement. cashCARNEGIE DEVELOPMENT INC
FINANCIAL STATEMENTS
Carnegie Development, INC |
Consolidated Balance Sheet (Unaudited) |
|
| | As of 31st December | |
| | 2021 | | | 2020 | |
Assets | | | | | | |
Current Assets: | | | | | | |
Bank Account | | | 1,036 | | | | 907 | |
Deposit | | | 1,200,000 | | | | | |
Account Receivable | | | 20,000 | | | | | |
Prepaid Exp | | | 4,125 | | | | | |
Total current assets | | | 1,225,161 | | | | 907 | |
Total assets | | | 1,225,161 | | | | 907 | |
| | | | | | | | |
Liabilities | | | | | | | | |
Current Liabilities: | | | | | | | | |
Accounts payable | | | 269,580 | | | | 239,352 | |
Credit Card payable | | | 3,024 | | | | 669 | |
Loan from related party | | | 206,679 | | | | 156,921 | |
Total Current Liabilities | | | 479,283 | | | | 396,942 | |
Long Term Liabilities: | | | | | | | | |
EDIL Loan from SBA | | | 150,000 | | | | | |
Interest accrued on loan | | | 5625 | | | | | |
Total Long Term Liabilities | | | 155,625 | | | | 0 | |
Total liabilities | | | 634,908 | | | | 396,942 | |
Stockholders' Equity | | | | | | | | |
Series A preferred stock: 1,000 shares authorized, par value $0.001 per share; 1,000 shares issued and outstanding on December 31, 2021 and 1,000 shares issued and outstanding on December 31, 2020 | | | 4,000 | | | | 4,000 | |
Common stock: 250,000,000 shares authorized, par value $0.0001 per share, 50,965,621 shares issued and outstanding on December 31, 2021 and 46,203,716 shares issued and outstanding on December 31, 2020 | | | 4,532,757 | | | | 3,532,757 | |
Retained Earnings | | | -3,946,504 | | | | -3,932,792 | |
Total Stockholders' Equity | | | 590,253 | | | | -396,035 | |
Total Liabilities & Equity | | | 1,225,161 | | | | 907 | |
Carnegie Development, INC
Consolidated Income Statement (Unaudited)
| | For the Year Ended |
|
|
| 31st December |
|
|
| 2021 |
|
| 2020 |
|
| | | | | | | | |
| Net Revenues |
|
| 22,400 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
| Operating expenses: |
|
|
|
|
|
|
|
|
Bank Charges |
|
| 532 |
|
|
| 172 |
|
Dues & Subscription |
|
| 1,375 |
|
|
| 3,872 |
|
Interest Exp |
|
| 938 |
|
|
|
|
|
Legal & Professional |
|
| 28,698 |
|
|
| 63,554 |
|
Office Exp |
|
| 2,552 |
|
|
| 303 |
|
Taxes & Licenses |
|
| 952 |
|
|
| 1,275 |
|
Website Exp |
|
| 1,065 |
|
|
| 4,433 |
|
Total operating expenses |
|
| 36,112 |
|
|
| 73,609 |
|
|
|
|
|
|
|
|
|
|
Net Gain (loss) |
|
| (13,712 | ) |
|
| (73,609 | ) |
|
|
|
|
|
|
|
|
|
| Net gain (loss) attributable to common stock |
|
| (13,712 | ) |
|
| (73,609 | ) |
|
|
|
|
|
|
|
|
|
| Earnings per share: |
|
|
|
|
|
|
|
|
| Basic and diluted |
|
| (0.00027 | ) |
|
| (0.00159 | ) |
|
|
|
|
|
|
|
|
|
| Basic and diluted weighted average common shares outstanding |
|
| 50,965,621 |
|
|
| 46,203,716 |
|
Carnegie Development, INC |
Consolidated Cash Flow Statement (Unaudited) |
| | For the Year Ended | |
| | 31st December | |
CASH FLOWS FROM OPERATING ACTIVITIES | | 2021 | | | 2020 | |
| | | | | | | | |
Net Gain (loss) | | | (13,712 | ) | | | (73,609 | ) |
Adjustments to reconcile Net Income to Net Cash provided by operations: | | | | | | | | |
Accounts Payable | | | (73,797 | ) | | | 8,977 | |
Accounts Receivable | | | (20,000 | ) | | | | |
Credit Card Payable | | | 2,355 | | | | (1,055 | ) |
Prepaid Exp | | | (4,125 | ) | | | | |
| | | | | | | | |
Total Adjustments to reconcile Net Income to Net Cash provided by operations | | | (95,567 | ) | | | 7,922 | |
Net cash provided by operating activities | | | (109,279 | ) | | | (65,687 | ) |
| | | | | | | | |
CASH FLOW from Investing Activities | | | | | | | | |
| | | | | | | | |
NET CASH used by Investing Activities | | | | | | | | |
| | | | | | | | |
CASH FLOWS from Financing Activities | | | 80,159 | | | | 66,510 | |
| | | | | | | | |
NET CASH used by Financing Activities | | | 80,159 | | | | 66,510 | |
| | | | | | | | |
NET CASH INCREASE (DECREASE) For PERIOD | | | (29,120 | ) | | | 823 | |
Cash, Beginning | | | 30,156 | | | | 84 | |
Cash, Ending | | | 1,036 | | | | 907 | |
| | | | | | | | |
SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES: | | | | | | | | |
| | | | | | | | |
Cash paid during the period for: | | | | | | | | |
Interest | | | 0 | | | | 0 | |
Income taxes | | | 0 | | | | 0 | |
Carnegie Development, INC |
Consolidated Statement of shareholders' equity |
|
| | Preferred Stock | | | Common Stock | | | Surplus | | | | |
| | Shares | | | Value | | | Addl. | | | Shares | | | Value | | | Addl. | | | (Deficit) | | | Net-worth | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance, January 1, 2019 | | 1000 | | | $ | 1 | | | $ | 3,999 | | | | 41,153,156 | | | $ | 2,270,117 | | | $ | 1,142,640 | | | $ | (3,536,757 | ) | | $ | (120,000 | ) |
Share Issuance | | | - | | | | - | | | | - | | | | 5,050,560 | | | $ | 1,262,640 | | | | - | | | | - | | | $ | 1,262,640 | |
Converted into Shares | | | - | | | | - | | | | - | | | | - | | | | - | | | $ | (1,142,640 | ) | | | - | | | $ | (1,142,640 | ) |
Net Income (Loss) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | $ | (322,426 | ) | | $ | (322,426 | ) |
Balance, December 31, 2019 | | | 1,000 | | | $ | 1 | | | $ | 3,999 | | | | 46,203,716 | | | | 3,532,757 | | | | - | | | $ | (3,859,183 | ) | | $ | (322,426 | ) |
Net Income (Loss) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | $ | (73,609 | ) | | $ | (73,609 | ) |
Balance, December 31, 2020 | | | 1,000 | | | $ | 1 | | | $ | 3,999 | | | | 46,203,716 | | | $ | 3,532,757 | | | | - | | | $ | (3,932,792 | ) | | $ | (396,035 | ) |
Share Issuance | | | - | | | | - | | | | - | | | | 4,761,905 | | | $ | 1,000,000 | | | | - | | | | - | | | $ | 1,000,000 | |
Net Income (Loss) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | $ | (13,712 | ) | | $ | (13,712 | ) |
Balance, December 31, 2021 | | | 1,000 | | | $ | 1 | | | $ | 3,999 | | | | 50,965,621 | | | $ | 4,532,757 | | | | - | | | $ | (3,946,504 | ) | | $ | 590,253 | |
CARNEGIE DEVELOPMENT INC |
NOTES TO FINANCIAL STATEMENTS |
December 31, 2021 |
1. NATURE OF OPERATIONS AND BASIS OFPRESENTATION
Carnegie Development Inc., is a publicly trading company under the symbol, “CDJM”
The Company Website is
http://carnegiedevelopment.net/ This Company was previously known as:
| · | Escue Energy Inc until July 1, 2019 |
| o | 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 |
Effective July 1st, 2019 the Articles of Incorporation has been amended and the new name is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate inCarnegie Development, Inc.
On Friday 5th June 2020, FINRA approved the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management,name change as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects the financial position of eDOORWAYS Corporation as of December 31, 2008, and the results of its operations and its cash flows for the year then ended and for the period from inception to December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.
symbol change. The accompanying financial statements have been prepared assuming that eDOORWAYS will continue as a going concern. As discussed in Note 2 to the financial statements, eDOORWAYS has suffered recurring losses from operations and has working capital and stockholders’ deficits as of December 31, 2008. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ GBH CPAs, PC
GBH CPAs, PC
www.gbhcpas.com
Houston, Texas
September 30 2009
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of:
EDOORWAYS CORPORATION
We have audited the accompanying balance sheets of eDOORWAYS Corporation. as of December 31, 2007 , and the related statements of operations, changes in stockholders’ deficiency and cash flows for the two years then ended. These financial statements are the responsibility of the Company’s management. Our responsibilitynew CUSSIP is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of eDOORWAYS Corporation as of December 31, 2007 and the results of its operations and its cash flows for the two years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going14350V108Going concern issue. As discussed in Note 10 to the financial statements, the Company has a loss from operations of $1,676,577, a negative cash flow from operations of $1,179,321, a working capital deficiency of $4,821,940 and a stockholders' deficiency of $4,593,154. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
WEBB & COMPANY, P.A.
Boynton Beach, Florida
May 14, 2008
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | $ | 5,467 | | | $ | 45,647 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | |
Fixed assets, net of accumulated depreciation of $2,215 and $1,660, respectively | | | 3,334 | | | | 3,889 | |
Deferred financing costs, net of accumulated amortization of $-0- and $218,052, respectively | | | - | | | | 215,686 | |
| | | 2,000 | | | | 9,211 | |
| | $ | 10,801 | | | $ | 274,433 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | $ | 743,075 | | | $ | 450,651 | |
| | | 838,610 | | | | 802,294 | |
| | | 354,312 | | | | - | |
Accrued expenses – related parties | | | 403,043 | | | | - | |
| | | 92,518 | | | | 198,135 | |
Current portion of notes payable | | | 668,565 | | | | 176,158 | |
Convertible debentures 6%, net of discount of $-0- and $1,811,528, respectively | | | - | | | | 434,826 | |
Convertible debenture derivative liability | | | - | | | | 2,805,523 | |
TOTAL CURRENT LIABILITIES | | | 3,100,123 | | | | 4,867,587 | |
| | | | | | | | |
| | | | | | | | |
| | | 4,759,835 | | | | - | |
| | | | | | | | |
| | | 7,859,958 | | | | 4,867,587 | |
| | | | | | | | | |
Commitments and contingencies (Note 6) | | | - | | | | - | |
| | | | | | | | |
| | | | | | | | |
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, respectively | | | 1 | | | | 1 | |
Common stock, $0.001 par value per share; 990,899,000 shares authorized; 317,747,047 and 13,318,846 shares issued and outstanding, respectively | | | 317,747 | | | | 13,318 | |
Additional paid-in capital | | | 66,003,083 | | | | 62,818,788 | |
| | | (61,284,093 | | | | (61,284,093 | ) |
Deficit accumulated during development stage | | | (12,886,895 | ) | | | (6,141,168 | ) |
TOTAL STOCKHOLDERS’ DEFICIT | | | (7,849,157 | | | | (4,593,154 | ) |
| | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | | $ | 10,801 | | | $ | 274,433 | |
The accompanying notes are an integral part of these financial statements.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007 AND FOR THE PERIOD FROM JANUARY 1, 2006 (INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER 31, 2008
| | | | | | From development stage inception (January 1, 2006) through December 31, | |
| | | | | | | | | | |
| | | | | | | | | | |
| | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | |
General and administrative | | | 4,403,689 | | | | 2,109,451 | | | | 8,673,184 | |
Loss on disposal of equipment | | | - | | | | 9,287 | | | | 9,287 | |
| | | 4,403,689 | | | | 2,118,738 | | | | 8,682,471 | |
| | | | | | | | | | | | | |
| | | (4,403,689 | ) | | | (2,118,738 | ) | | | (8,682,471 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | |
Gain (loss) on derivative liability | | | (1,366,315 | ) | | | 1,333,727 | | | | (2,103,592 | ) |
| | | (811,286 | ) | | | (838,266 | ) | | | (2,021,696 | ) |
Loss on debt extinguishment | | | (164,437 | ) | | | (54,000 | ) | | | (79,836 | ) |
| | | - | | | | 700 | | | | 700 | |
Total other income (expenses) | | | (2,342,038 | ) | | | 442,161 | | | | (4,204,424 | ) |
| | | | | | | | | | | | | |
| | $ | (6,745,727 | ) | | | (1,676,577 | ) | | | (12,886,895 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | |
| | $ | (0.04 | ) | | $ | (1.64 | ) | | | | |
| | | | | | | | | | | | | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: | | | | | | | | | | | | |
| | | 181,899,834 | | | | 1,020,011 | | | | | |
The accompanying notes are an integral part of these financial statements.
EDOORWAYS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007 AND FOR THE PERIOD FROM JANUARY 1, 2006 (INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER 31, 2008
| | | | | | | | | | | | Additional Paid-in Capital | | | | | | Development Stage Accumulated Deficit | | | Total Stockholders’ Deficit | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2005 (Restated) | | | - | | | $ | - | | | | - | | | $ | - | | | | 21,329 | | | $ | 22 | | | $ | 60,136,387 | | | $ | (61,284,093 | ) | | $ | - | | | $ | (1,147,684 | ) |
Common stock issued for services | | | | | | | | | | | | | | | | | | | 7,170 | | | | 7 | | | | 502,282 | | | | | | | | | | | | 502,289 | |
Common stock issued for conversion of debt | | | | | | | | | | | | | | | | | | | 9,250 | | | | 9 | | | | 19,694 | | | | | | | | | | | | 19,703 | |
Preferred stock G Kimmons | | | | | | | | | | | 1,000 | | | | 1 | | | | | | | | | | | | 762,975 | | | | | | | | | | | | 762,976 | |
Derivative liability converted to equity | | | | | | | | | | | | | | | | | | | | | | | | | | | 52,174 | | | | | | | | | | | | 52,174 | |
Net loss for the year ended December 31, 2006 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (4,464,591 | ) | | | (4,464,591 | ) |
Balance, December 31,2006 | | | - | | | $ | - | | | | 1,000 | | | $ | 1 | | | | 37,749 | | | $ | 38 | | | $ | 61,473,512 | | | $ | (61,284,093 | ) | | $ | (4,464,591 | ) | | $ | (4,275,133 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock issued for services | | | | | | | | | | | - | | | | | | | | 10,008,000 | | | | 10,008 | | | | 591,192 | | | | | | | | | | | | 601,200 | |
Conversions of debt and promissory notes into equity | | | | | | | | | | | | | | | | | | | 3,274,097 | | | | 3,273 | | | | 290,771 | | | | | | | | | | | | 294,044 | |
Fair value of derivatives converted to equity | | | | | | | | | | | | | | | | | | | | | | | | | | | 433,132 | | | | | | | | | | | | 433,132 | |
Beneficial conversion feature converted to equity | | | | | | | | | | | | | | | | | | | | | | | | | | | 59,180 | | | | | | | | | | | | 59,180 | |
Cancelled shares for services | | | | | | | | | | | | | | | | | | | (1,000 | ) | | | (1 | ) | | | (28,999 | ) | | | | | | | | | | | (29,000 | ) |
Net loss for the year ended December 31,2007 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,676,577 | ) | | | (1,676,577 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance – December 31, 2007 | | | - | | | $ | - | | | | 1,000 | | | $ | 1 | | | | 13,318,846 | | | $ | 13,318 | | | $ | 62,818,788 | | | $ | (61,284,093 | ) | | $ | (6,141,168 | ) | | $ | (4,593,154 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred stock issued for compensation | | | 750,000 | | | | 750 | | | | - | | | | - | | | | - | | | | - | | | | 134,250 | | | | - | | | | - | | | | 135,000 | |
Preferred stock issued for services | | | 250,000 | | | | 250 | | | | - | | | | - | | | | - | | | | - | | | | 44,750 | | | | - | | | | - | | | | 45,000 | |
Common stock issued for services | | | - | | | | - | | | | - | | | | - | | | | 229,384,143 | | | | 229,384 | | | | 1,844,916 | | | | - | | | | - | | | | 2,074,300 | |
Common stock issued for compensation | | | - | | | | - | | | | - | | | | - | | | | 40,437,500 | | | | 40,438 | | | | 312,325 | | | | - | | | | - | | | | 352,763 | |
Common stock issued for debt conversion | | | - | | | | - | | | | - | | | | - | | | | 34,606,738 | | | | 34,607 | | | | 813,290 | | | | - | | | | - | | | | 847,897 | |
Fair value of derivatives converted to equity | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 4,489 | | | | - | | | | - | | | | 4,489 | |
Discount on convertible debt | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 16,262 | | | | - | | | | - | | | | 16,262 | |
Fair value adjustment for elimination of derivatives | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 14,013 | | | | - | | | | | | | | 14,013 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | (6,745,727 | ) | | | (6,745,727 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance - December 31, 2008 | | | 1,000,000 | | | $ | 1,000 | | | | 1,000 | | | $ | 1 | | | | 317,747,227 | | | $ | 317,747 | | | $ | 66,003,083 | | | $ | (61,284,093 | ) | | $ | (12,886,895 | ) | | $ | (7,849,157 | ) |
The accompanying notes are an integral part of these financial statements.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
| | | | | | From January 1, 2006 (Inception) to December 31, 2008 | |
| | | | | | | | | | |
CASH FLOWS FROM OPERATING ACTIVITES | | | | | | | | | |
| | $ | (6,745,727 | ) | | $ | (1,676,577 | ) | | $ | (12,886,895 | ) |
Adjustments to reconcile net loss to net cash used in operating activities | | | | | | | | | | | | |
Depreciation and amortization expense | | | 555 | | | | 793 | | | | 1,903 | |
Amortization of deferred financing costs | | | 132,732 | | | | 143,505 | | | | 372,676 | |
Amortization of note payable discount | | | 529,163 | | | | 347,652 | | | | 1,025,815 | |
Notes payable issued for services | | | 665,000 | | | | - | | | | 665,000 | |
Common and preferred stock issued for services | | | 1,438,607 | | | | 855,309 | | | | 2,643,754 | |
Common and preferred stock issued for compensation | | | 1,168,456 | | | | - | | | | 1,931,431 | |
Change in fair value of derivatives | | | 1,366,315 | | | | (1,333,727 | ) | | | 2,050,515 | |
Gain on conversion of notes payable | | | 164,437 | | | | 54,000 | | | | 79,836 | |
Shares issued for lawsuit settlement | | | - | | | | - | | | | 14,500 | |
Interest on loan discount fees | | | - | | | | - | | | | 137,952 | |
Loss on disposal of equipment | | | - | | | | 9,287 | | | | 9,287 | |
Changes in operating assets and liabilities: | | | | | | | | | | | | |
| | | - | | | | 14,809 | | | | - | |
| | | 7,211 | | | | (4,411 | ) | | | 2,000 | |
| | | 292,424 | | | | 399,139 | | | | 534,076 | |
| | | 354,312 | | | | - | | | | 354,312 | |
| | | 36,316 | | | | | | | | 36,316 | |
| | | 110,576 | | | | 10,900 | | | | 237,692 | |
Accrued expenses – related parties | | | 403,043 | | | | - | | | | 386,394 | |
| | | | | | | | | | | | | |
Net cash used in operating activities | | | (76,580 | ) | | | (1,179,321 | ) | | | (2,403,436 | ) |
| | | | | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | | |
Purchase of property and equipment | | | - | | | | (9,525 | ) | | | (9,525 | ) |
| | | | | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | | |
Proceeds from issuance of new debt | | | 36,400 | | | | 506,100 | | | | 2,342,500 | |
| | | | | | | | | | | | | |
| | | (40,180 | ) | | | (682,746 | ) | | | (70,461 | ) |
| | | | | | | | | | | | | |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | | | 45,647 | | | | 728,393 | | | | 75,928 | |
| | | | | | | | | | | | | |
CASH AND CASH EQUIVALENTS, END OF PERIOD | | $ | 5,467 | | | $ | 45,647 | | | $ | 5,467 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | - | | | | - | | | | - | |
Non cash investing and financing transactions: | | | | | | | | | | | | |
Increase in deferred financing cost | | $ | - | | | $ | 64,000 | | | $ | 255,630 | |
Conversion of derivative liability | | $ | 4,489 | | | $ | 660,997 | | | $ | 717,660 | |
Common stock issued to convert debt | | $ | 847,897 | | | $ | 240,043 | | | $ | 1,107,643 | |
Outstanding warrants reclassified to equity | | $ | 14,013 | | | $ | - | | | $ | 14,013 | |
Increase in derivative liabilities | | $ | - | | | $ | 2,126,585 | | | $ | 4,126,585 | |
Debt discount on convertible debt | | $ | 16,262 | | | $ | 415,000 | | | $ | 431,262 | |
Restructuring of convertible debt | | $ | 5,295,000 | | | $ | - | | | $ | 5,295,000 | |
The accompanying notes are an integral part of these financial statements.
eDOORWAYS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
Note 1 - Summary of Significant Accounting Policies
Nature of Business
The Company is a development stage entity incorporated in Delaware in 1988, under the name "Technicraft Financial, Ltd." In August 1994, the Company acquired GK Intelligent Systems, Inc., a Texas corporation, and changed its name to GK Intelligent Systems, Inc. Through 1999, the Company was principally engaged in the development and marketing of software products capable of interaction with and adaptation to the needs of software users and interpretation of data. The Company changed its name in 2005 to M Power Entertainment, Inc. M Power planned to create a lifestyle information/entertainment platform. In 2006, M Power redesigned its platforms. Its new platforms were designed to offer an enhanced form of interactivity and support for today's visually-oriented web surfing community. On August 20, 2007, the Company changed its name to eDOORWAYS Corporation.
eDOORWAYS is a web-based personal lifestyle information enhancement and problem solving gateway, lifestyle information source, and business-to-consumer marketplace. Our business strategy is to obtain revenue from lifestyle product and service purchases made while consumers visit our marketplace.
Basis of Presentation
The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. The Company is a Development Stage Company, as defined by Statement of Financial Accounting Standards No.7 “Accounting and Reporting for Development Stage Enterprises.” The Company re-entered the development stage on January 1, 2006 after disposing of its operations in M Power.
Reclassifications
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.
Use of Estimates
In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenue and expenses in the statement of operations. Examples include estimates of loss contingencies, including legal risks and exposures, valuation of stock-based compensation; the potential outcome of future tax consequences of events that have been recognized in our financial statements or tax returns; and valuation of derivative instruments. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. These accounts may at times exceed federally insured limits. The Company has not experienced any losses on such accounts. As of December 31, 2008, there were no cash balances in excess of federally insured limits.
Fair Value of Financial Instruments
For certain of our financial instruments, including accounts receivable, accounts payable, accrued expenses, interest payable, bank overdraft, advances payable and notes payable, the carrying amounts approximate fair value due to their relatively short maturities.
Deferred Financing Costs
Payments, either in cash or share-based payments, made in connection with the sale of debentures are recorded as deferred debt issuance costs and amortized using the effective interest method over the lives of the related debentures.
Property, Plant & Equipment
Property and equipment are carried at cost and as of December 31, 2008, and consists solely of computer equipment. Depreciation is provided using the straight-line method for financial reporting purposes based on estimated useful lives of three years.
The cost of asset additions and improvements that extend the useful lives of property and equipment are capitalized. Routine maintenance and repair items are charged to current operations. The original cost and accumulated depreciation of asset dispositions are removed from the accounts and any gain or loss is reflected in the statement of operations in the period of disposition.
Valuation of Derivative Instruments
FAS 133, "Accounting for Derivative Instruments and Hedging Activities" requires bifurcation of embedded derivative instruments and measurement of fair value for accounting purposes. In addition, FAS 155, "Accounting for Certain Hybrid Financial Instruments" requires measurement of fair values of hybrid financial instruments for accounting purposes. In determining the appropriate fair value, the Company uses a variety of valuation techniques including Black Scholes models, Binomial Option Pricing models, Standard Put Option Binomial models and the net present value of certain penalty amounts. Derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as Adjustments to Fair Value of Derivatives. The effects of interactions between embedded derivatives are calculated and accounted for in arriving at the overall fair value of the financial instruments. In addition, the fair values of freestanding derivative instruments such as warrant derivatives are valued using the Black Scholes model.
Income Taxes
An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss carryforwards (“NOLs”). If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.
Revenue Recognition
The Company recognizes revenues when services have been performed, collections are reasonably assured and no further obligations exist. eDOORWAYS had no revenues from continuing operations in 2008 or 2007.
Stock-Based Compensation
Stock-based compensation expense includes the estimated fair value of equity awards vested during the reporting period. The expense for equity awards during the reporting period is determined based upon the grant date fair value of the award and is recognized as expense on the grant date. All shares issued to date for stock-based compensation have vested on the grant date.
Loss Per Share
Basic and diluted net income (loss) per share calculations are presented in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128, and are calculated on the basis of the weighted average number of common shares outstanding during the period. They include the dilutive effect of common stock equivalents in periods with net income.
Common stock equivalents represent the dilutive effect of the assumed conversion of convertible notes payable and Series C convertible preferred stock, using the “if converted” method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company's net income (loss) position at the calculation date. Common stock equivalents also include the effect of the exercise of outstanding warrants using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the warrants are considered dilutive based upon the exercise price of the warrants and the average trading price of the stock during the period. All common stock equivalents were considered anti-dilutive for the years ended December 31, 2008 and 2007.
Recently issued accounting pronouncements
eDOORWAYS does not expect that any recently issued accounting pronouncements will have a significant impact on the financial statements of the Company.
Note 2 – Going Concern
These financial statements have been prepared on a going concern basis. As of December 31, 2008, eDOORWAYS had an accumulated deficit of $74,170,988$3,946,504 as on the reporting date and there was no revenue since inception. Since this company is not a working capital deficit of $3,094,656. The continuation of eDOORWAYS as a going concernfully reporting company and is dependent upon financial support from its shareholders,filing the ability to obtain necessary equity or debt financing andreports voluntarily, the attainment of profitable operations. These factors raise substantial doubt regarding eDOORWAYS’ ability to continue as a going concern. TheseCompany is currently filing the unaudited financial statements do not include any adjustments toand wait for the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should eDOORWAYS be unable to continue as a going concern.
eDoorwaysaudited financial statementsThe Company is currentlyalso 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 terms acceptable toterms. However, the Company or at all. Managementmanagement believes however, that the actions presently being taken to obtainfor (a) obtaining the additional fundingfunds and implement(b) implementing its strategic plans, provide the opportunity for the Company to continue as a going concern.
Note 3 - Convertible Debentures
On March 30, 2007,PresentationThis 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.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates and Assumptions
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.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company entered intoconsiders highly liquid financial instruments purchased with a Securities Purchase Agreement (the “Securities Purchase Agreement”)maturity of three months or less to be cash equivalents.
Concentration of Credit Risks
The Company is engaged in land acquisitions for real estate development.
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
As part of real estate development, this company can sell the well laid-out paper lots (a parcel with New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd.ann approved tract map which is essentially a level of entitlements) as approved by the city and/or use the paper lots for building (a) single family homes; (b) multi-family homes; and/or (c) Rent-To-Build Homes.
Fair Value of Financial Instruments
The Company accounts, for the assets and AJW Partners, LLC (collectively,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 “Investors”).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.
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.
Additional Disclosures Regarding Fair Value Measurements
The carrying value of cash and cash equivalents, credit card payable, accounts payable and loan from related party 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 termsfair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the Securities Purchase Agreement,award and is recognized as an expense on a straight-line basis over the Investors purchased an aggregate of (i) $165,000 in callable convertible secured notes (the “Notes”)requisite service period, which is the vesting period.
Basic and (ii) warrantsDiluted Earnings per Share
Basic earnings per share are calculated by dividing the income available to purchase 1,500,000 shares of our common stock (the “Warrants”). Afterstockholders by the effect of the reverse common stock split of 2000 to 1 in 2007 the warrants were reduced to 750 shares.
The Notes carried an interest rate of 8% and a maturity date of March 30, 2010. The notes were convertible into our common shares at 50% of theweighted- average of the lowest three (3) trading prices for our shares of common stock during the twenty (20) trading day period prior to conversion.
In addition, the Company granted the investors a security interest in substantially all of its assets and intellectual property as well as registration rights.
The Company simultaneously issued to the Investors seven year warrants to purchase 1,500,000 shares of common stock at an exercise price of $.0016 per common share.
The Investors contractually agreed to restrict their ability to convert the Notes and exercise the Warrants and receive shares of the Company’s common stock such that the number of shares of Common Stock outstanding during each period. Diluted earnings per share are computed using the Company’s common stock held by them and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of the Company’s common stock.
eDOORWAYS evaluated the convertible debentures and the warrants under SFAS No. 133 "Accounting for Derivatives" and EITF 00-19 "Accounting for Derivative Financial Instruments Indexed to and Potentially Settled in a Company's Own Stock". eDOORWAYS determined that the convertible debentures contained an embedded derivative for the conversion option and the warrants qualified as free standing derivatives. The conversion option allowed for an indeterminateweighted average number of shares to potentially be issued upon conversion. This results in eDOORWAYS being unable to determine with certainty they will have enough shares available to settle anyof Common Stock and alldilutive Common Stock share equivalents outstanding common stock equivalent instruments. eDOORWAYS would be required to obtain shareholder approval to increaseduring the number of authorized shares needed toperiod. Dilutive Common Stock share settle those contracts. Because increasing the numberequivalents consist of shares authorized is outsideissuable upon the exercise of eDOORWAYS control, this results in these instruments being classifiedstock options and warrants (calculated using the modified-treasury stock method). Earnings per share calculations are provided as liabilities under EITF 00-19 and as derivatives under SFAS No. 133.
The impactpart of the
applicationincome statement.Provisions
Provisions are recognized when the Company has a present legal or constructive obligation as a result of SFAS No. 133past events, and EITF 00-19 on the balance sheets asit is probable that an outflow of December 31, 2008 and 2007 and the impact on the statement of operations for the year ended December 31, 2008 are as follows:
| | | December 31, | | | 2008 | |
| | | 2008 | | | 2007 | | | Gain (Loss) | |
| Embedded derivative – Convertible Debentures | | $ | - | | | $ | 2,715,417 | | | $ | (1,442,408 | )(a,b) |
| Freestanding derivative – Warrants | | | - | | | | 90,106 | | | | 76,093 | (c) |
| Total | | $ | - | | | $ | 2,805,523 | | | $ | (1,366,315 | ) |
| (a) | During the year ended December 31, 2008, the holders of the Convertible Debentures elected to convert principal in the amount of $5,770 into 2,700,000 shares of common stock. This resulted in a decrease in the derivative liability of $4,489, which represented the fair value of the embedded derivative associated with converted principal on the date of conversion. |
| (b) | On August 29, 2008, the Convertible Debentures were modified to eliminate the conversion feature. As a result, the embedded derivative was eliminated. The embedded derivative was revalued as of August 29, 2008 at $4,153,336. See discussion of the New Notes below. |
| (c) | On August 29, 2008, the embedded derivative was eliminated which also eliminated the derivative classification of the freestanding derivative warrants. The warrants were revalued as of August 29, 2008 at $14,013 and were reclassified to additional paid-in capital. |
The derivatives were valued using the Black-Scholes Option Pricing Model. The variables used in the valuation of these derivatives as of August 29, 2008 (the date of revaluation) were as follows:
Volatility | 357% - 486% |
Discount rate | 1.90% - 3.34% |
Expected dividend rate | 0% |
Stock price on the measurement date | $ 0.03 |
Expected term | .17 – 6.32 years |
During April 2008, eDOORWAYS received notice of default from the holders of its convertible debentures, because eDOORWAYS had not issued shares of common stock based on conversion notices from the holders of the Convertible Debentures. On August 29, 2008 and amended January 26, 2009, and further amended on August 4, 2009 eDOORWAYS and the holders of the Convertible Debentures entered into a repayment agreement on the notes (“New Notes”). Under the terms of the New Notes, eDOORWAYSresources will be required to
make monthly paymentssettle the obligation, and a reliable estimate of the amount can be made.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 following amounts beginning Augustnet loss by the weighted average number of 2009:
| | | Monthly Amount | | | Total Each Period | |
| Month 1-3 | | $ | 32,115 | | | $ | 96,346 | |
| 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 | | | | | | $ | 5,278,000 | |
Undercommon 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.LOAN FROM RELATED PARTY
A short-term loan was extended by a related party to finance working capital requirements of the Company. The loan is unsecured, and non- interest bearing, with no set terms of the New Notes, as amended, eDOORWAYS will have no obligation to issue sharesrepayment.
3. COMMON STOCK AND PREFERRED
STOCK Common Stock
There is currently only one class of itscommon stock. Each share common stock oris entitled to make any payments other than those listed above. If eDOORWAYS makes all payments as required, the Convertible Debentures will be considered paid in full. If eDOORWAYS fails to make any payment required by the New Notes, the New Notes will be considered to have never been executed and the Convertible Debentures would remain in effect.
one vote.The Company has not made the payments as were required under the New Notes. Accordingly, on August 4, 2009, eDOORWAYS entered into an amendment to the New Notes; Under the amendment to the New Notes, eDOORWAYS at its option can elect to make payments with common stock of the Company at the current market value. Theauthorized number of shares of common stock to be issued upon each payment shall be determined by dividing the amount of the monthly paymentCompany 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 50,965,621 as on the reporting date. Past dues were settled by share issuance as reflected in Statement of Shareholders equity.
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 Conversion Price.Series A Preferred Stock has no liquidation preference. [3] Dividends: The Conversion Priceholders of the Series A Preferred Stock shall equal the lowest trading price for the common stock during the five day trading period ending one day prior to the date that the Company gives the notice that it intends to make its payment in stock.
eDOORWAYS evaluated the conversion feature arising from the amendment to the New Notes under SFAS No. 133 "Accounting for Derivatives" and EITF 00-19 "Accounting for Derivative Financial Instruments Indexed to and Potentially Settled in a Company's Own Stock". eDOORWAYS determined that the conversion feature contained an embedded derivative for the conversion option.not receive dividend. [4] Number: The conversion option allowed for an indeterminate number of shares to potentially be issued upon conversion. This results in eDOORWAYS being unable to determine with certainty they will have enough shares available to settle any and all outstanding common stock equivalent instruments. eDOORWAYS would be required to obtain shareholder approval to increase the number of authorized shares needed to share settle those contracts. Because increasing the number of shares authorized is outside of eDOORWAYS control, this results in these instruments being classified as liabilities under EITF 00-19 and as derivatives under SFAS No. 133. Further, the Company will be required to measure the fair value of the conversion featurefixed at each reporting period and reflect changes in the fair value in its statement of operations.
eDOORWAYS determined that the modification on August 29, 2008, as amended, of the terms of the existing debt represented a troubled debt restructuring in accordance with SFAS No. 15 “Accounting by Debtors and Creditors for Troubled Debt Restructurings”, because eDOORWAYS was experiencing financial difficulties and the lenders granted a concession to the Company based on a comparison of the effective interest rate of the Convertible Debentures and the New Notes. The total undiscounted future cash payments of the New Notes compared with the carrying amount of the Convertible Debentures including the related accrued interest, deferred financing costs and embedded derivative related to the conversion option as of August 29, 2008 was as follows:
| | | Amount | |
| Principal amount of Convertible Debentures | | $ | 2,240,584 | |
| Fair value of embedded derivative liability | | | 4,153,336 | |
| Accrued interest on Convertible Debentures | | | 290,351 | |
| Less: | | | | |
| Unamortized deferred financing costs | | | (82,954 | ) |
| Unamortized discount | | | (1,298,627 | ) |
| Carrying amount of Convertible Debentures | | | 5,302,690 | |
| Less: Expected future cash flow under New Notes | | | (5,295,000 | ) |
| Gain on extinguishment of debt | | $ | 7,690 | |
The total future cash payments are less than the carrying amount of the Convertible Debenture immediately before the issuance of the New Notes.1,000. As of August 29, 2008 and in accordance with SFAS No. 15, eDOORWAYS reduced the carrying amount of the Convertible Debentures to an amount equal to the total future cash payments specified by the New Notes and recognized 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 Notesreporting date, 1,000 shares are authorized, issued and no interest expense shall be recognized.outstanding. [5] Conversion: The embedded derivative liability was revalued as of August 29, 2008 in order to determine the carrying amount of the Convertible Debentures. No embedded derivative liability was recorded after the issuance of the New Notes, because the New Notes doSeries A Preferred Stock is not contain a conversion option of any kind.
The issuance of the New Notes removed the embedded derivative associated with the Convertible Debentures. As a result, eDOORWAYS concluded that it had sufficient authorized and unissued shares to issue the number of shares required under the warrants described above (Freestanding derivatives) and, therefore, all of these warrants, should not be treated as derivative liabilities as of August 29, 2008. The fair value of these warrants was marked to market on the date they no longer were accounted for as derivatives and a derivative gain of $286,470 was recorded. The balance of the derivative liability in the amount of $14,013 was then recorded as a contribution to additional paid-in capital on August 29, 2008.
On December 29, 2008, New Notes in the principal amount of $2,000 were converted into 2,406,738 shares of common stock. The shares issued were valued on the date of the transaction. As a result of the transaction, the Company recognized a loss of $7,627 on conversion of debt.
Note 4 – Notes payable and convertible notes payable
During October and November 2007, eDOORWAYS borrowed a total of $91,100 under various short-term convertible notes payable. The notes bear interest at 0%, matured within 10 days, and were convertible into shares of common
stock at between $0.075 and $0.09 per share (50%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
market pricecompany's common stock.Additional paid in capital
Additional paid in capital is attributable to Series A preferred stock.
4. RELATED PARTY TRANSACTIONS
Related parties comprise the shareholders, directors, key management personnel of the common stock on the date of issuance of the notes). During the fourth quarter of 2007, all of these convertible notesCompany, and entities controlled, jointly controlled, or significantly influenced by such parties.
The company enters transaction with related parties which arise in the amountnormal course of $91,100 were converted into 1,575,776 sharesbusiness from the commercial transactions and same are approved the board.
Since 2019, this company is receiving short loan from a private business entity to pay the bills. The Chairman & the CEO of common stock. Upon conversion wethis company is also managing the private business entity which is providing the short-term loan to this company.
No remuneration was paid to any directors or members of key management during the current reporting year
| | Q4 2021 | | | Q3 2021 | | | Q2 2021 | | | Q1 2021 | |
Compensation. | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | |
5. 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 $54,000 loss on extinguishment of debt due to the conversion price being greater than the amount owed on two of the loans. Under the terms of the warrants issued in connection with the 6% convertible debentures, if the Company issues common stock at a discount to the exercise price of the warrants, the exercise price of the warrants to purchase shares of common stock is adjusted downward in proportion to the discount givenvaluation allowance when, in the new equity issuance. The outstanding warrants affected by this change are 750 warrants with an exercise priceopinion of $3.20 expiring March 30, 2014 and 15,000 warrants with an exercise price of $200management, it is more likely than not that expire April 18, 2013.
On October 25, 2007, the Company completed a financing agreement with private investors and received cash proceeds of $250,000. eDOORWAYS issued the investors secured convertible debentures totaling $250,000 with an 8% interest rate and a maturity date of October 25, 2010. The debentures are convertible into common shares at a discount of 50% of the average of the lowest three (3) trading prices during the twenty (20) trading day period prior to conversion. eDOORWAYS simultaneously issued to the private investors seven year warrants to purchase 10,000,000 common shares at an exercise price of $0.0001.
At December 31, 2008, eDOORWAYS had various unsecured notes payable totaling $102,000 bearing imputed interest rates from 8% to 18% per annum, and accrued interest of $92,518 for a total of $194,518 as of December 31, 2008. These notes payable are due on demand. We are not making payments on any of these notes.
During the year ended December 31, 2008, eDOORWAYS issued unsecured notes payable to various private investors for total cash proceeds of $36,400. The notes had a term of 10 days and were non-interest bearing. They were convertible into common stock of eDOORWAYS at a rate of between $0.001 and $0.033 per common share during the 10-day term of the note. Notes in the principal amount of $3,000 were converted into common stock of eDOORWAYS, the remaining $33,400 have passed the ten-day term in which conversion was allowed. These notes have not been repaid and are currently in default.
During the year ended December 31, 2008, the holder of a $3,000 promissory note converted the debt into 1,000,000 shares of common stock valued at $10,000. The shares were valued at the fair value on the date of settlement of $0.01 per share. As a result, eDOORWAYS recognized a loss on debt settlement of $7,000.
eDOORWAYS evaluated the terms ofsome portion or all its convertible notes in accordance with EITF 98-5 and EITF 00-27 and concluded that these notes did not result in a derivative. eDOORWAYS evaluated 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 $16,262 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 each note. During the year ended December 31, 2008, $16,262 was charged to additional-paid-in capital for the amortization of the beneficial conversion feature.
During the year ended December 31, 2008, eDOORWAYS issued promissory notes in the amount of $665,000 to various individuals and companies in exchange for services provided to the Company. The notes carried no interest and had a term of 10 days. They were convertible into common stock of eDOORWAYS at a rate of between $0.006 and $0.025 per common share during the 10 day term of the notes. The holders of each of these notes elected to convert them into a total of 28,500,000 shares of common stock. The shares were valued at fair value of the date of settlement of $822,500. As a result, eDOORWAYS recognized a loss on debt settlement of $157,500.
The aggregate maturities of notes payable for the five years subsequent to December 31, 2008 are as follows:
| | | |
| | $ | 668,565 | |
| | | 1,449,235 | |
| | | 2,588,124 | |
| | | 722,476 | |
| | $ | 5,428,400 | |
Note 5 - Federal Income Tax
At December 31, 2008, eDOORWAYS had net operating loss carryforwards of approximately $12,800,000 that may be offset against future taxable income. All other losses incurred by eDOORWAYS in 2005 and previous years are not expected to be available. These net operating loss carryforwards will expire beginning in 2026.
The valuation allowance at December 31, 2008 was $4,718,929. The net change in valuation allowance for the year ended December 31, 2008 was an increase of $1,807,906.
The tax effects of significant temporary differences that give rise to significant portions of the deferred tax assets will not be realized. Deferred tax assets and deferred tax liabilities are presented belowadjusted for the years end December 31, 2008effects of the changes in tax laws and 2007.
| | | 2008 | | | 2007 | |
| Deferred tax asset | | | | | | |
| Net operating loss carryforward | | $ | 4,480,000 | | | $ | 2,672,094 | |
| Stock options issued for services | | | 238,929 | �� | | | 238,929 | |
| Other | | | - | | | | - | |
| Total gross deferred tax assets | | $ | 4,718,929 | | | $ | 2,911,023 | |
| Less: Valuation allowance | | | (4,718,929 | ) | | | (2,911,023 | ) |
| Net deferred tax asset | | $ | - | | | $ | - | |
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 is substantially the same asto the statutory federal rate is as follow
| | 2021 | | | 2020 | |
Deferred tax assets | | USD | | | USD | |
Net operating loss carryovers | | | 3,946,504 | | | | 3,932,792 | |
Stock-based compensation | | | - | | | | - | |
Other temporary differences | | | - | | | | - | |
Total deferred tax assets | | | 3,946,504 | | | | 3,932,792 | |
Valuation allowance | | | (3,946,504 | ) | | | (3,932,792 | ) |
Net deferred tax asset | | | - | | | | - | |
As on the reporting date, the Company had net operating loss carryovers of $3,946,504 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 years ended December 31, 2008 and 2007.
Note 6 - Commitments and Contingencies
A) Litigation
Texas Workforce Commission. On February 10, 2000, the Texas Workforce Commission placed an administrative lien on us in thefull amount of $109,024 in connection with a claim for unpaid compensation by our former employees. This amount is included in accrued expenses at December 31, 2008. The remaining $109,024 plus accrued interest at 8% has been accrued in our financial statements under the heading Judgments payable as of December 31, 2008.
Marathon Oil Company. A default judgment was taken against us in favor of Marathon Oil Company accrued in our financial statements under the heading "accrued expenses" on August 31, 1999 in the amount of $326,943 representing past and future rentals under a lease agreement, together with $7,500 in attorney's fees and post judgment interest at 10% per annum until paid. Credit towards the judgment was ordered for sale of personal property by the Sheriff or Constable. We believe the personal property sold for approximately $28,000. To the extent that the property was leased during the unexpired term,this deferred tax asset since it is possible that there would be a mitigation of the damages claim in our favor. We believemore likely than not that some or all of the space was subsequently rented approximately 90 days later. The remaining $306,443 plus accrued interest at 8% has been accrued in our financial statements underdeferred tax asset may not be realized.6. Acquisition
On November 22, 2021, the heading Judgments payable as of December 31, 2008.
Deanna S. Slater. On August 31, 2006, Deanna S. Slater, an independent contractor formerly with M Power Entertainment, Inc., brought suit in County Civil Court at Law Number Four in Harris County, Texas, Docket Number 872,560, alleging breach of contract, quantum meruit, promissory estoppel and for attorney's fees. The pre-lawsuit demand was for payment of $15,785. Trial was held on this matter in November 2007. On December 31, 2007 the court awarded Deanna S. Slater the sum of $3,400 and $5,000 to her attorneys. $8,400 plus accrued interest at 8% has been accrued in our financial statements under the heading Judgments payable as of December 31, 2008.
The amount of accrued interest on all these unpaid judgments totaled $384,667 as of December 31, 2008 and is reflected in Judgments payable in our financial statements.
B) Consulting Agreements
Gary Kimmons. On January 1, 2008, eDOORWAYSCompany entered into a three year employment agreement with Gary Kimmons,Subscription Agreement and issued 4,761,905 shares of Common Stock at an aggregate consideration value of $1,000,000 ($0.21 per share) to act as the CEO and PresidentLynn Investments, LLC, a Texas limited liability company, in consideration for acquiring 100% of the Corporation. membership interest in Lajolla Construction Management, LLC (“Lajolla”), a Texas limited liability company. Lajolla is engaged in the business of management of construction projects for a fee. This acquisition wasreported in Form 8-K on December 07, 2021.The agreement will automatically extend at the endOperating Income of the 3 year term, unless notificationwholly owned subsidiary is given by either party to terminate. Compensation was set and authorized by the Board of Directors and agrees to compensate Mr. Kimmons in the following manner: a) Monthly salary of $25,000 (annual salary of $300,000); b) $60,000 annual cash bonus representing 20% of Executive's annual base salary (executive may elect to receive bonus in the form of common stock rather than a cash payment); c) Company will issue 30,000,000 (thirty million) shares of restricted common stock to the Kimmons Family Partnership, LTD, as a reward for Mr. Kimmons' retention and accomplishments related to the eDOORWAYS initiative in 2008; and, d) eDOORWAYS will issue 750,000 (seven hundred fifty thousand) shares of Series C convertible preferred stock (See Note 8 – 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.
The 30,000,000 shares of restricted common stock were valued at $270,000, and the 750,000 shares of Series C convertible preferred stock were valued at $135,000, based on the market value of the common stock that it could be converted into onconsolidated from the date of
acquisition to the balance sheet date, as belowIncome Statement | | From 1st January 2021 to 23rd November 2021 | | | From 23rd November 2021 to 31st December 2021 | | | From 1st January 2021 to 31st December 2021 | |
| | CDJM | | | LCM | | | Combined | | | CDJM | | | LCM | | | Combined | | | CDJM | | | LCM | | | Combined | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Revenues | | | | | | | | | - | | | | | | | 22,400 | | | | 22,400 | | | | | | | 22,400 | | | | 22,400 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bank Charges | | | 421 | | | | | | | 421 | | | | 111 | | | | | | | | 111 | | | | 532 | | | | | | | | 532 | |
Dues & Subscription | | | 1,375 | | | | | | | 1,375 | | | | | | | | | | | | - | | | | 1,375 | | | | | | | | 1,375 | |
Interest Exp | | | | | | | | | | - | | | | | | | | 937 | | | | 938 | | | | | | | | 938 | | | | 938 | |
Legal & Professional | | | 25,516 | | | | | | | 25,516 | | | | 3,183 | | | | | | | | 3,183 | | | | 28,699 | | | | | | | | 28,699 | |
Office Exp | | | 1,157 | | | | | | | 1,157 | | | | 275 | | | | 1,119 | | | | 1,394 | | | | 1,433 | | | | 1,119 | | | | 2,552 | |
Taxes & Licenses | | | 952 | | | | | | | 952 | | | | - | | | | | | | | - | | | | 952 | | | | | | | | 952 | |
Website Exp | | | 888 | | | | | | | 888 | | | | 177 | | | | | | | | 177 | | | | 1,065 | | | | | | | | 1,065 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | 30,309 | | | | - | | | | 30,309 | | | | 3,747 | | | | 2,056 | | | | 5,803 | | | | 34,056 | | | | 2,056 | | | | 36,112 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating Income/Loss | | | (30,309 | ) | | | - | | | | (30,309 | ) | | | (3,747 | ) | | | 20,344 | | | | 16,597 | | | | (34,056 | ) | | | 20,344 | | | | (13,712 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Gain (loss) | | | (30,309 | ) | | | - | | | | (30,309 | ) | | | (3,747 | ) | | | 20,344 | | | | 16,597 | | | | (34,056 | ) | | | 20,344 | | | | (13,712 | ) |
The Details of Balance sheet consolidation as on date of acquisition, but before the share issuance, are as below:
Balance Sheet | | CDJM | | | LCM | | | Combined | |
Assets | | 22-Nov-21 | | | 22-Nov-21 | | | 22-Nov-21 | |
Current Assets: | | | | | | | | | |
Bank Account | | | 804 | | | | 1,351 | | | | 2,155 | |
Deposit | | | - | | | | 1,200,000 | | | | 1,200,000 | |
Prepaid Exp | | | 4,125 | | | | - | | | | 4,125 | |
Total current assets | | | 4,929 | | | | 1,201,351 | | | | 1,206,280 | |
Total assets | | | 4,929 | | | | 1,201,351 | | | | 1,206,280 | |
| | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | | |
Accounts payable | | | 222,458 | | | | 46,664 | | | | 269,122 | |
Credit Card payable | | | 2,731 | | | | | | | 2731 | |
Loan from related party | | | 206,083 | | | | | | | | 206,083 | |
Total Current Liabilities | | | 431,272 | | | | 46,664 | | | | 477,936 | |
Long Term Liabilities: | | | | | | | | | | | | |
EDIL Loan from SBA | | | | | | | 150,000 | | | | 150,000 | |
Interest accured on SBA Loan | | | | | | 4687 | | | 4687 | |
Total Long Term Liabilities | | | 0 | | | | 150000 | | | | 150000 | |
Total liabilities | | | 431,272 | | | | 201,351 | | | | 632,624 | |
Stockholders' Equity | | | | | | | | | | | | |
Series A preferred stock | | | 4,000 | | | | | | | | 4,000 | |
Common stock | | | 3,532,757 | | | | 1,000,000 | | | | 4,532,757 | |
Retained Earnings | | | -3,963,101 | | | | | | | | -3,963,101 | |
Total Stockholders' Equity | | | -426,344 | | | | 1,000,000 | | | | 573,656 | |
Total Liabilities & Equity | | | 4,929 | | | | 1,201,351 | | | | 1,206,280 | |
The Details of $0.009 per common share. Balance sheet consolidation as on the balance sheet date are as below
Balance Sheet | | CDJM | | | LCM | | | Combined | |
Assets | | 31-Dec-21 | | | 31-Dec-21 | | | 31-Dec-21 | |
Current Assets: | | | | | | | | | |
Bank Account | | | 804 | | | | 233 | | | | 1,036 | |
Deposit | | | - | | | | 1,200,000 | | | | 1,200,000 | |
Prepaid Exp | | | 4,125 | | | | - | | | | 4,125 | |
Accounts Receivable | | | | | | | 20,000 | | | | 20,000 | |
Total current assets | | | 4,929 | | | | 1,220,233 | | | | 1,225,161 | |
Investment In Subsidiary | | | 1,000,000 | | | | | | | | 1,000,000 | |
Total assets | | | 1,004,929 | | | | 1,220,233 | | | | 2,225,161 | |
| | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | | |
Accounts payable | | | 225,316 | | | | 44,264 | | | | 274,268 | |
Credit Card payable | | | 3,024 | | | | | | | | 3024 | |
Loan from related party | | | 206,679 | | | | | | | | 206,679 | |
Total Current Liabilities | | | 435,019 | | | | 44,264 | | | | 479,283 | |
Long Term Liabilities: | | | | | | | | | | | | |
EDIL Loan from SBA | | | | | | | 150,000 | | | | 150,000 | |
Interest accured on SBA Loan | | | | | | | 5625 | | | | 5625 | |
Total Long Term Liabilities | | | 0 | | | | 155625 | | | | 155625 | |
Total liabilities | | | 435,019 | | | | 199,889 | | | | 634,908 | |
Stockholders' Equity | | | | | | | | | | | | |
Series A preferred stock | | | 4,000 | | | | | | | | 4,000 | |
Common stock | | | 4,532,757 | | | | 1,000,000 | | | | 5,532,757 | |
Retained Earnings | | | -3,966,848 | | | | 20,344 | | | | -3,946,504 | |
Total Stockholders' Equity | | | 569,909 | | | | 1,020,344 | | | | 1,590,253 | |
Total Liabilities & Equity | | | 1,004,928 | | | | 1,220,233 | | | | 2,225,161 | |
7. CONTINGENCIES AND COMMITMENTS
Capital commitments
For the current reporting year, the Company had no capital commitments which is the same for the previous reporting year.
The Series C convertible preferred stockmanagement reviewed with the legal team and concluded that there are no disputes remaining unresolved and hence there are no contingent liabilities as on the reporting date. The company is trying to settle the claims by share issuance as and when received and processed.
8. SUBSEQUENT EVENTS
None
9. RESTATEMENT OF PRIOR YEAR COMPARATIVES
Certain figures for the previous year were regrouped/reclassified, wherever necessary, to conform to current year's presentation. However, such reclassifications do not have any impact on the Company's previously reported financial results.
10. MANAGEMENT ASSERTIONS ON CRITICAL AUDIT MATTERS
Manuals and handbooks: Absence of written manuals and handbooks is the concern for the audit. Since the Company is involving experienced professionals for the day-to-day operations, the need for specialized training was valued using a market value equivalent of twenty shares of common stock. eDOORWAYS recordednot felt. So also, the valueneed for the written manuals and handbooks. However, the Management is aware of the commonneed for standard operating procedures to educate and preferred stock astrain its growing general staff. Preparation of manuals and administrative expense.
During the year ended December 31, 2008, Mr. G. Kimmons received an additional 4,062,500 shares of common stock and $36,563 in cash in partial settlement of amounts owed under this contract. As of December 31, 2008, accrued compensation and expense reimbursements of $318,243 were included in accrued expenses to related parties.
Lance Kimmons. On January 1, 2008, eDOORWAYS entered into a one year consulting services agreement with Lance Kimmons (a director of eDOORWAYS) to assist with operations and business development of eDOORWAYS. Mr. L. Kimmons will also serve on the board of directors for the year 2008, and will receive the monthly director compensation of $2,500 per month, in addition to a $7,000 per month fee for consulting services in relation to the business development aspect of the contract. During the year ended December 31, 2008, Mr. L. Kimmons received 11,250,000 shares of common stock and $5,000 in cash in partial settlement of amounts owed under this contract. As of December 31, 2008, accrued compensation of $83,000 was included in accrued expenses to related parties.
Kathryn Kimmons. On January 1, 2008, eDOORWAYS entered into a non-employee director agreement with Kathryn Kimmons (a related party) to serve on the Board of Directors for the year 2008 and receive monthly director compensation of $2,500. During the year ended December 31, 2008, Ms. Kimmons received 6,375,000 shares of common stock and $9,500 in cash in partial settlement of amounts owed under this contract. As of December 31, 2008, accrued director compensation of $1,800 was included in accrued expenses to related parties.
Ajene Watson. On March 10, 2008, eDOORWAYS entered into a consulting agreement (“Watson Agreement”) with Ajene Watson, an individual consultant and a related party in New York, who is charged with establishing an entertainment vertical service offering as a component of eDOORWAYS. The agreement had an initial "trial" period of 90 days and converted to a month-to-month agreement thereafter. Ajene Watson and his affiliates received, upon execution of the agreement, a retainer of $155,000 in the form of a non-refundable cash retainer of $5,000; a non- refundable equity retainer of $105,000 in free trading common stock at a price of $0.0025 per common share or 42,000,000 share s and a non-refundable equity retainer of $45,000 in restricted common stock at a price of $0.005 per common share or 9,000,000 shares, according to the share values stipulated in the agreement. The agreement was executed on March 10, 2008 and approved by the Board on March 11, 2008.
eDOORWAYS valued those shares in accordance with generally accepted accounting principles at the then current fair value of the equity of $0.012 a share on March 10, 2008 or $612,000 in aggregate. This amount was recorded as general and administrative expense during 2008.
Under the terms of the contract beginning April 1, 2008, eDOORWAYS shall pay Ajene Watson a monthly compensation of $50,000 on the first business day of each month. The payment shall be made as follows:
1. 58% or $29,000 of the monthly compensation shall be paid in the form of Restricted Common Stock determined based on a 10% discount from the day’s prior closing bid price. Such compensation is not to exceed 5,800,000 shares or calculate lower than a per share price of $0.005. If the per share price of the Compensation equates to less than $0.005 per common share, the Company shall issue the maximum shares of 5,800,000 and pay the deficit in cash within 30 days. The first payment was due on April 1, 2008.
2. 39% or $19,500 of the monthly compensation shall be in the form of eDOORWAYS’common stock on the first business day of each month. Such compensation is not to exceed 2,785,714 shares or calculate lower than a per share price of $0.007 per common share. If the per share price of the compensation equates to less than $0.007 per share, eDOORWAYS shall issue the Maximum shares of 2,785,714 and pay the deficit in cash within 30 days.
3. 3% or $1,500 of the monthly compensation shall be paid in cash on the first business day of each month.
During the year ended December 31, 2008, eDOORWAYS issued a total of 69,341,855 shares of common stock in payment for services under the agreement. The shares were valued at $680,692 which was included in general and administrative expense. At December 31, 2008, eDOORWAYS owed an additional 38,537,112 shares of common stock which were valued at $339,145 and are included in stock payable.
As of August 31, 2009, an additional 30,000,000 shares of common stock valued at $60,000 have been issued under the Watson Agreement, as a retention bonus
Note 7 - Stock Options and Warrants
During 1998, eDOORWAYS established a stock option plan subsequently amended and now known as the "2004 Stock Option Plan" to promote its interests by attracting and retaining exceptional employees and directors. The Plan provides for the issuance of up to 2,000,000 shares of common stock. Any employee or consultant is eligible to be designated a participant. The Boardhandbooks has sole and complete authority to determine the employees to whom options shall be granted, the number of each grant and any additional conditions and limitations. The exercise price shall not be less than the fair market value of the underlying shares. In March 2009, the Company issued 2,000,000 shares under the stock incentive compensation program.
In addition, eDOORWAYS periodically issues warrants to purchase common stock in conjunction with debt issuances and; as incentive compensation for services or settlement of debt to officers, directors, employees, and consultants.
The following table is an analysis of warrants for the purchase of eDOORWAYS’ common stock for the year ended December 31, 2008 and 2007.
| | | Warrants | | | Weighted Average Exercise Price | |
| Outstanding, December 31, 2006 | | | 15,339 | | | $ | 195.5800 | |
| Granted | | | 10,000,750 | | | | 0.0003 | |
| Expired/Cancelled | | | | | | | | |
| Exercised | | | - | | | | - | |
| Outstanding, December 31, 2007 | | | 10,016,089 | | | $ | 0.2999 | |
| | | | | | | | | |
| Granted | | | - | | | | | |
| Expired/Cancelled | | | | | | | | |
| Exercised | | | - | | | | | |
| Outstanding, December 31, 2008 | | | 10,016,089 | | | | 0.2999 | |
Note 8 - Stockholders Equity
Preferred Stock
On January 20, 2006, eDOORWAYS filed a Certificate of Designation to designate 1,000 shares of Series D preferred at a par value of one-tenth of one cent ($0.001). These shares were issued to CEO Gary Kimmons. The Series D Preferred shares have the same dividend rights as the common stock of eDOORWAYS and gives Mr. Kimmons the right to vote on all shareholder matters equal to 51 percent of the total vote. These shares of stock were issued for services and were valued at $762,976.
On November 30, 2007, eDOORWAYS amended its Articles of Incorporation to amend its authorized shares to the following:
begun. | | Number of authorized shares | |
Series A Convertible Preferred Stock | | | 7,000,000 | 21 |
Series B Convertible Preferred Stock | | | 1,100,000 | |
Series C Convertible Preferred Stock | | | 1,000,000 | |
Series D Preferred Stock | | | 1,000 | |
Common stock | | | 990,899,000 | |
Total authorized shares | | | 1,000,000,000 | Table of Contents |
The Board of Directors is vested with the authority to fix the voting powers and other designations of each class of stock. The Board has not made any such designations of the Series A and Series B Convertible Preferred Stock. On December 4, 2007, the Board of Directors designated that the Series C Convertible Preferred Stock would:
– Carry voting rights five times the number of common stock votes;
– Carry no dividends;
– Carry liquidating preference eight times the sum available for distribution to common shareholders;
– Can automatically convert after one year after issuance to 20 common shares; and
– Not be subject to reverse stock splits and other changes to the common stock of eDOORWAYS.
In March 2008, we issued 250,000 shares to Fairhills Capital of Series C convertible preferred stock in exchange for services and recorded general and administrative expense of $45,000.
In addition, in the first quarter of 2008 we issued 750,000 shares of Series C convertible preferred shares to Gary Kimmons, our CEO. The shares were valued at $135,000 based on the market value of the common stock that it could be converted into on the date of issuance of $0.009. This amount was recorded as general and administrative expense during the year ended December 31, 2008.
During 2007, we issued 10,008,000 shares of our common stock for services to consultants. The fair value on the date of grant was $601,200. This amount is included in general and administrative expenses in the statement of operations.
During 2007, our convertible debentures holders have converted $294,044 of principal into 3,274,097 shares of our common stock. No commissions were paid for the issuance of such shares.
In July 2007, our shareholders voted to authorize us to effect a reverse stock split of our common stock in the range of 1000:1 to 2000:1, as determined in the sole discretion of our Board of Directors. The reverse stock split in the ratio of 2000:1 was effected September 4, 2007. All current and prior year share and per share amounts have been adjusted to reflect the reverse stock split.
eDOORWAYS Corporation retained the current par value of $0.001 per share for all shares of common stock. All references in the financial statements to the number of shares outstanding, per share amounts, and stock option data of eDOORWAYS Corporation. common stock have been restated to reflect the effect of the reverse stock split for all periods presented.
In July 2007, our shareholders voted to amend our Amended and Restated Certificate of Incorporation to change our corporate name from M Power Entertainment, Inc. to eDOORWAYS Corporation.
During the year ended December 31, 2008, the holders of the Convertible Debentures elected to convert principal in the amount of $5,770 into 2,700,000 shares of common stock. This resulted in a decrease in the derivative liability of $4,489, which represented the fair value of the embedded derivative associated with converted principal on the date of conversion.
During the year ended December 31, 2008, the holders of notes payable in the amount of $670,000 elected to convert their notes into 31,906,738 shares of common stock valued at $842,127 at the date of conversion.
During January, 2008, eDOORWAYS issued 30,000,000 shares of common stock to Gary Kimmons, CEO, pursuant to his employment contract for his 2007 performance. Those shares were valued at $270,000 and recorded as general and administrative expense in the statement of operations.
During the year ended December 31, 2008, eDOORWAYS issued 21,687,500 shares of common stock to directors and officers of eDOORWAYS and recognized general and administrative expense of $171,763. 10,437,500 shares are included in stock issued for compensation in the statement of stockholders’ deficit, with the value of $82,763. 11,250,000 shares are included in stock issued for services in the statement of stockholders’ deficit, with the value of $89,000.
During the year ended December 31, 2008, eDOORWAYS granted a total of 218,134,143 shares of common stock to various consultants for services performed. These shares were valued at $1,985,300 based on the market value of the shares issued. This amount is included in general and administrative expenses in the statement of operations and the shares are included in stock issued for services in the statement of stockholders’ deficit.
As of August 31, 2009, the Company has issued an additional 312,473,206 shares of common stock valued at $2,715,814 issued in connection with services rendered by consultants.
ITEM 9. 9A. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable.
Evaluation of Disclosure Controls and Procedures.
OurFor the current year, the Company has few transactions. The book-keeping and the financial statement preparations were handled by qualified professionals and hence this management principally our chief financial officer and chief executive officer, evaluated the effectiveness of our disclosurebelieves that there are adequate controls and procedures as offor the end of the period covered by this report. Based on that evaluation, our management concluded that our disclosure controls and procedures as of the end of thecurrent period covered by this report were notwhich 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, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding disclosure. It has been determined by our management that the Company has inadequateadequate segregation of duties consistent with control objectives and has insufficient writtenalso adapted various accounting policies and procedures forin accounting and financial reporting with respect to the requirements and application of GAAP and SEC requirements. The Company has inadequate segregation of duties consistent with control objectives and further, has insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosure requirements. The Company has ineffectiveeffective controls over period endthe financial disclosure and reporting processes.
Management’s Annual Report on Internal Control over Financial Reporting
OurThe 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. OurThe internal control system wasis 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. Because of inherent limitations, aThe system of internal control over financial reporting may not preventprevents or detect misstatements. Also,All projections of anysuch as evaluation of effectiveness to future periods, are provided by well experienced professionals, while the same can be subject to the risk that controls may become inadequate due to change ininherent risks such as changing conditions, or that the degree of compliance with the policies or procedures may deteriorate.
OurThe management conducted anconducts quarterly evaluation of the effectiveness of our 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. Based on its evaluation, our management concluded that therethe Company is aconstantly requiring the experts to improve the system 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 relates to the lack ofis eliminated by segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultantexperts with noadequate oversight by a professional with accounting expertise. Our management does not possess accounting expertise. This weakness is due to the company’s lack of working capital to hire additional staff. To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.
Other than the remediation steps described above,In general, there have been no changes in our system of internal controls over financial reporting during the year ended December 31, 2008, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
This annual report does not include an attestation reportcurrent period of
reporting, while the
Company’s registered public accounting firm regardingmanagement has been constantly reviewing and eliminating any area of material weakness. The management assertion is adequate internal control over financial reporting.
Management’s report wasHowever, this company being not subjecta fully reporting company is not required to the attestation by the Company’s registered public accounting firm pursuantadhere to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report
detailed and exhaustive procedures.ITEM 9B. 9C. OTHER INFORMATION
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following table sets forth the name, age and position of each of the membersnames of our board of directors, executive officers and promoters as of December 31, 2008:
Our Board of Directors consists of only one class. All of the directors will serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. There are no family relationships amongcurrent directors and executive officers. We also have provided a brief description ofAlso, the business experience of each directorprincipal officers and executive officer during the past five years and an indication of directorshipspositions with us held by each person and the date such person became our director, in other companies subject toexecutive officer. Our executive officers are appointed by our Board of Directors. Our directors serve until the reporting requirements underearlier occurrence of the Federal securities laws.
election of his or her successor at the next meeting of stockholders, death, resignation, or removal by the Board of Directors.NameTimothy Barton | CEO | Age | | Position1st October, 2019 |
Robert W Bueker | CFO | | | 1st October, 2019 |
Gary F. KimmonsMurugan Venkat | Secretary | 58 | | Chairman of the Board
President
Chief Executive Officer
Chief Financial Officer
22nd January 2019 |
Murugan Venkat | Treasurer | | | |
Lance Kimmons | | 30 | | Director |
| | | | |
Kathryn Kimmons | | 55 | | Director and Secretary 22nd November 2021 |
GARY F. KIMMONS, has served as chairman of the board since August 1998, and from 1993 until April 1998. Mr. Kimmons has also served as president and chief executive officer since 1993 and secretary since September 1998. Mr. Kimmons has extensive experience in the design, development and implementation of business management and technical training systems. Mr. Kimmons received a Bachelor of Science degree in psychology, anthropology, and behavioral science from Rice University in 1973 and a masters degree in applied industrial psychology and management science from Stevens Institute of Technology in 1975.
DAMIAN LANCE KIMMONS, rejoined the board on January 1, 2007. Mr. Kimmons originally held a position on the board in 2002. Mr. Kimmons has assisted his father, Gary Kimmons, with the development of our business development plan, with a key focus on the automotive vertical marketplace. He attended St. Thomas University from 1998 to 2002, where he majored in business.
KATHRYN KIMMONS, currently serves as the Secretary and a Director and has held the position from June, 2002. Mrs. Kimmons has over 20 years of experience in the entertainment industry as well as 10 years in retail sales and operations. A business entrepreneur who has founded her own entertainment business as well as a retail business selling antiques and collectibles, Mrs. Kimmons is experienced merchandising presentation, interior and retail buying. Mrs. Kimmons has been a sole proprietor of Sophie’s Nest, a retail enterprise focused on home furnishings
Family Relationships
Gary Kimmons and Kathryn Kimmons are husband and wife. Lance Kimmons is the son of Gary and Kathryn Kimmons.
Section 16(a) Beneficial Ownership Compliance.
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers, directors and persons who own more than ten percent of our shares of common stock, to file initial reports of beneficial ownership on Form 3, changes in beneficial ownership on Form 4 and an annual statement of beneficial ownership on Form 5, with the SEC. Such executive officers, directors and greater than ten percent shareholders are required by SEC rules to furnish us with copies of all such forms that they have filed.
Based solely on our review of the copies of such forms filed with the SEC electronically, received by us and representations from certain reporting persons, for the fiscal year ended 31stDecember 31, 2007,2021, none of the officers, directors and more than 10% beneficial owners have filed Form 5's5 with the SEC.
Broadview Holdings LLC is the majority shareholder but does not involve in the day-to-day activities of the Company and hence is a passive ownership.
Code of Ethics
We have adopted a code of ethics for our principal executive officers, which is posted on our internet website at www.edoorways.com.
officers.Director Independence
Our determination of independence of directors is made using the definition of “independent director” contained in Rule 4200(a)(15) of the Marketplace Rules of the NASDAQ Stock Market (“NASDAQ”), even though such definitions do not currently apply to us because we are not listed on NASDAQ. We have determined that none of the members of our Board of Directors as of 31stDecember 31, 20082021 were “independent” within the meaning of such rules.
ITEM 11. 11. EXECUTIVE COMPENSATION
The following table sets forth the aggregate cashThere was no executive compensation paid by the Company for services rendered during the last two years to the Company’s executive officers.
| Name and Principal Position | | Fiscal Year | | Salary ($) | | | Bonus ($) | | | Stock Awards ($) | | | Option Awards ($) | | | Non- Equity Incentive Plan Compensation ($) | | | Non- Qualified Deferred Compensation Earnings ($) | | | All Other Compensation ($) | | | Total ($) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Gary F. Kimmons(1) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CEO, CFO and | | 2008 | | | 300,000 | | | | 60,000 | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 135,000 | | | | 495,000 | |
| Chairman of the Board | | 2007 | | | 240,000 | | | | 50,000 | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 290,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Lance Kimmons, | | 2008 | | | 88,000 | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 88,000N/A | |
| Director | | 2007 | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Kathryn Kimmons | | 2008 | | | 85,300 | | | | | | | | | | | | N/A | | | | | | | | | | | | N/A | | | | 85,300N/A | |
| Secretary and Director | | 2007 | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | |
(1) | Mr. Kimmons, the President and CEO of the Company is currently subject to an Employment Agreement with the Company. See "Employment Contracts" below. |
Grants of Plan Based Awards
On March 31, 2004, the Board of Directors approved and adopted the Non Employee-Directors and Consultants Retainer Stock Plan for the Year 2004. The plan was established in order to provide a method whereby chosen directors and persons providing services to the Company may be offered incentives in addition to those presently available, and may be stimulated by increased personal involvement in the fortunes and success of the Company, thereby advancing the interests of the Company and its shareholders. The number of common shares authorized under the plan is two million (2,000,000).
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of our latest fiscal year end December 31, 2008.
current year. | | Option Awards | | Stock Awards |
| | | | 23 |
Name | | Number of Securities Underlying Unexercised Options Exercisable | | Number of Securities Underlying Unexercised Options Unexercisable | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | | Option Exercise Price | | Option Expiration Date | | Number of Shares or Units of Stock that Have Not Vested | | Market Value of Shares or Units of Stock that Have Not Vested | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested |
Gary Kimmons | | Nil | | Nil | | Nil | | Nil | | Nil | | Nil | | Nil | | Nil | | Nil |
Lance Kimmons | | Nil | | Nil | | Nil | | Nil | | Nil | | Nil | | Nil | | Nil | | Nil |
Kathryn Kimmons | | Nil | | Nil | | Nil | | Nil | | Nil | | Nil | | Nil | | Nil | | NilTable of Contents |
Election of Officers
Each director is elected at the Company’s annual meeting of shareholders and holds office until the next annual meeting of stockholders or until the successors are qualified and elected. The bylaws permit the Board of Directors to fill any vacancy and such director may serve until the next annual meeting of shareholders or until his or her successor is elected and qualified.
Compensation of Directors
The following table sets forth the aggregate cash compensation paid by the Company for services rendered by its Directors during the last completed fiscal year.
| DIRECTOR COMPENSATION | |
| Name | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($) | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | | | All accrued unpaid Compensation | | | Total | |
| Gary Kimmons | | $ | 51,257 | | | $ | 135,000 | | | | N/A | | | | N/A | | | | N/A | | | $ | 308,743 | | | $ | 495,000 | |
| Lance Kimmons | | | N/A | | | $ | 5,000 | | | | N/A | | | | N/A | | | | N/A | | | $ | 83,000 | | | $ | 88,000 | |
| Kathryn Kimmons | | $ | 9,500 | | | $ | 4,500 | | | | N/A | | | | N/A | | | | N/A | | | $ | 71,800 | | | $ | 85,800 | |
Employment Agreements
Gary Kimmons. On January 1, 2008, the Company entered into a three year employment agreement with Gary Kimmons, to act as the CEO and President of the Corporation. The agreement will automatically extend at the end of the 3 year term, unless notification is given by either party to terminate. Compensation was set and authorized by Board of Directors and agrees to compensate Mr. Kimmons in the following manner: a) Monthly salary of $25,000 (annual salary of $300,000); b) $60,000 annual cash bonus representing 20% of Executive's annual base salary (executive may elect to receive bonus in the form of common stock rather than a cash payment); c) Company will issue 30,000,000 (thirty million) shares of restricted common stock to the Kimmons Family Partnership, LTD, as a reward for Mr. Kimmons' accomplishments related to the EDOORWAYS initiative in 2007; and, d) The Company 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.
The 30,000,000 shares of restricted common stock were valued at $270,000, and the 750,000 shares of Series C convertible preferred stock were valued at $135,000, based on the market value of the stock on the date of issuance. The Series C convertible preferred stock was valued using market value of twenty shares of common stock. The company recorded the value of the common stock and preferred stock as general and administrative expense.
During the year ended December 31, 2008, Mr. G. Kimmons received an additional 4,062,500 shares of common stock and $36,563 in cash in partial settlement of amounts owed under this contract. As of December 31, 2008, accrued compensation and expense reimbursements of $318,243 were included in accrued expenses to related parties.
Lance Kimmons. On January 1, 2008, we entered into a one year consulting services agreement with Lance Kimmons (a director of eDOORWAYS) to assist with operations and business development of DOORWAYS. Mr. L. Kimmons will also serve on the board of directors for the year 2008, and will receive the monthly director compensation of $2,500 per month, in addition to a $7,000 per month fee for consulting services in relation to the business development aspect of the contract. During the year ended December 31, 2008, Mr. L. Kimmons received 11,250,000 shares of common stock and $5,000 in cash in partial settlement of amounts owed under this contract. As of December 31, 2008, accrued compensation of $83,000 was included in accrued expenses to related parties.
Kathryn Kimmons. On January 1, 2008, eDOORWAYS entered into a non-employee director agreement with Kathryn Kimmons (a related party) to serve on the Board of Directors for the year 2008 and receive monthly director compensation of $2,500. During the year ended December 31, 2008, Ms. Kimmons received 4,375,000 shares of common stock and $9,500 in cash in partial settlement of amounts owed under this contract. As of December 31, 2008, accrued director compensation of $1,800 was included in accrued expenses to related parties
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED MATTERSAs of the reporting date, the Company had 46,203,716 common shares outstanding. The following table sets forth certain information regarding our shares of common stock beneficially owned as of September 22, 2009, the name and number of shares of the Company’s common stock, par value $0.001 per share, held of record byreporting date, for (i) each stockholder known to be the beneficial owner of the three highest paid persons who are officers and directors of the Company, (ii) beneficial owners of 5%five percent (5%) or more of our outstanding shares of common stock;stock, (ii) each named executive officer and director, and (iii) all theexecutive officers and directors as a group. PursuantA person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within sixty (60) days through an exercise of stock options or warrants or otherwise. Unless otherwise indicated, voting and investment power relating to the rulesshares shown in the table for our directors and regulationsexecutive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.
For purposes of the Securities and Exchange Commission,this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that an individual or groupsuch person has athe right to acquire within 60sixty (60) days pursuant tofrom the exercise of options or warrants are deemed to be outstanding for thereporting date. For purposes of computing the percentage ownership of such individualoutstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within sixty (60) days of the Closing Date is deemed to be outstanding but areis not deemed to be outstanding for the purposespurpose of computing the percentage ownership of any other person shown in the table.
| Name of Beneficial Owner | | Number of Shares Beneficially Owned (1) | | | % of Outstanding Shares | |
| Gary Kimmons (CEO, CFO and Chairman)(2) | | | 0 | | | | 0 | % |
| Lance Kimmons (Director) | | | 10,250,000 | | | | 1.59 | % |
| Kathryn Kimmons (Director and Secretary)(3) | | | 0 | | | | 0 | % |
| Kimmons Family Partnership (2) (3) | | | 34,375,000 | | | | 5.35 | % |
| CEDE & CO | | | 76,665,202 | | | | 11.93 | % |
| Triumph Capital | | | 33,333,333 | | | | 5.19 | % |
| Ajene Watson LLC | | | 29,000,000 | | | | 4.51 | % |
| Fairhills Capital | | | 18,333,330 | | | | 2.85 | % |
| Ajene Watson | | | 18,470,219 | | | | 2.87 | % |
| All directors and officers as a group (3 persons) | | | 44,625,000 | | | | 6.945 | % |
1. | All amounts shown in this column include shares obtainable upon exercise of stock options or warrants currently exercisable or exercisable within 180 days of the date of this table and is based on 642,512,859of common stock outstanding as of September 22, 2009. |
2. | Mr. Gary Kimmons is a general partner of the Kimmons Family Partnership, Ltd., and as such has the sole voting, investment and disposition power over the 34,375,000 shares of Common Stock owned by the partnership |
3. | Mrs. Kimmons is deemed to have indirect beneficial ownership of these shares, as the spouse of Gary F. Kimmons. |
any shares listed as beneficially owned does not constitute an admission of beneficial ownership.Name of Officer/Director or Control Person | | Affiliation with Company (e.g., Officer Title /Director/ Owner of more than 5%) | | Residential Address (City / State Only) | | Number of shares owned | | | Share type/class | | Ownership Percentage of Class Outstanding | | | Note | |
Timothy Barton | | Director | | Dallas, TX | | | 0 | | | Common | | | 0 | | | | |
Robert W Bueker | | Officer | | Dallas, TX | | | 0 | | | Common | | | 0 | | | | |
| | | | | | | | | | | | | | | | | |
Murugan Venkat | | Director | | Hollywood, FL | | | 0 | | | Common | | | 0 | | | | |
Broadview Holdings | | Owner of more than 5% | | Dallas, TX | | | 40000000 | | | Common | | | 78.48 | % | | | |
Broadview Holdings | | Owner of more than 5% | | Dallas, TX | | | 1000 | | | Series A Preferred Stock | | | 100 | % | | | |
Cynergy Development Advisers LLC | | Owner of more than 5% | | Dallas, TX | | | 4948854 | | | Common | | | | | | | |
Lynn Investments LLC | | Owner of more than 5% | | Dallas, TX | | | 4761905 | | | Common | | | 9.34 | % | | | |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are noDuring the current reporting period, $206,679 is owed for the related party transactions in the fiscal year ending December 31, 2008.
transactions.ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Independent Public Accountants
Our independent accountants2019 Financial Statements were audited by Yusufali & Associates LLC and this Company paid $10,000 as the audit fees for the fiscal year ended December 31, 2008 was GBH CPAs, PC. Our independent accountants for the fiscal year ended December 31, 2007 was Webb & Company, PA. Below is a summary of the fees billed to us by our independent accountants for professional services rendered for 20082019 audit, in 2020. Both 2020 and 2007:
| Fee Category | | 2008 Fees | | | 2007 Fees | |
| | | | | | | |
| Audit Fees | | $ | 114,250 | | | $ | 20,045 | |
| Audit-Related Fees | | $ | - | | | $ | | |
| Tax Fees | | $ | - | | | $ | | |
| All Other Fees | | $ | - | | | $ | | |
| | | | | | | | | |
| Total Fees | | $ | 114,250 | | | $ | 20,045 | |
2021 Financial Statements are un-audited. | EXHIBIT NO. | IDENTIFICATION OF EXHIBIT |
| 3.1.1 | Amended and Restated Certificate Of Incorporation | | Incorporated by reference from Form 10SB filed with the Securities and Exchange Commission on January 24,1997.24 |
| | | | |
| Table of Contents |
ITEM 15. EXHIBITS.
| 10.2 | Non-Employee Director Agreement between eDoorways Corporation, Inc. and Kathryn Kimmons executed on January 1, 2008. | | Filed herewith. |
| | | | |
| 10.3 | Consulting Agreement between eDoorways Corporation, Inc. and Lance Kimmons executed on January 1, 2008. | | Filed herewith. |
| | | | |
| 10.4 | Consulting Services Agreement between eDoorways Corporation, Inc., Marty Lobkowicz and MML International executed on April 11, 2008. | | Filed herewith. |
| | | | |
| 10.5 | Amended and Restated Engagement Agreement between eDoorways Corporation, Inc. and Ajene Watson executed on June 30, 2008. | | Filed herewith. |
| | | | |
| 10.6 | Consulting Agreement between eDoorways Corporation, Inc. and Anne W. Collins executed on December 1, 2008. | | Filed herewith. |
| | | | |
| 31.1 | Section 302 Certification - Principal Executive Officer and Principal Financial Officer | | Filed herewith |
| | | | |
| 32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - |
32.1* | | Certification of Principal Executive Officer and Principal Financial Officer | | Filed herewithPursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
In accordance with Section 13 or 15(d)_____________
*Filed Herewith
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 there untothereunto duly authorized.
Dated: October 1 , 2009
Carnegie Development, Inc. | | /s/ Gary F. Kimmons | | | |
| | By: Gary F. Kimmons,
Its: Chief Executive Officer
and Chief Financial Officer
|
In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Dated: October 1 , 2009
| | /s/ Gary F. Kimmons | | |
By: | /s/ Timothy Barton | Gary F. Kimmons,
Director
| By: | | | Date: 27th March 2022 |
Dated: October 1 , 2009
| Timothy Barton | /s/ Lance Kimmons
| | Robert W Bueker | | |
| President & Director (Principal Executive Officer) | Lance Kimmons,
Director
|
Dated: October 1 , 2009
| | /s/ Kathryn Kimmons |
CFO (Principal Financial Officer) | | Kathryn Kimmons,
Director
|
| EXHIBIT NO. | IDENTIFICATION OF EXHIBIT |
| 3.1.1 | Amended and Restated Certificate Of Incorporation | | Incorporated by reference from Form 10-SB filed with the Securities and Exchange Commission on January 24, 1997. |
| | | | |
| | Certification of Amendment of Certificate of Incorporation dated November 30, 2007 | | Filed herewith |
| | | | |
| 3.1.3 | Certificate of Amendment dated August 20, 2007 | | Filed herewith |
| | | | |
| | Amended and Restated Bylaws | | Filed herewith |
| | | | |
| | Employment Agreement between eDoorways Corporation, Inc. and Gary Kimmons executed on January 1, 2008. | | Filed herewith. |
| | | | |
| | Non-Employee Director Agreement between eDoorways Corporation, Inc. and Kathryn Kimmons executed on January 1, 2008. | | Filed herewith. |
| | | | |
| | Consulting Agreement between eDoorways Corporation, Inc. and Lance Kimmons executed on January 1, 2008. | | Filed herewith. |
| | | | |
| | Consulting Services Agreement between eDoorways Corporation, Inc., Marty Lobkowicz and MML International executed on April 11, 2008. | | Filed herewith. |
| | | | |
| | Amended and Restated Engagement Agreement between eDoorways Corporation, Inc. and Ajene Watson executed on June 30, 2008. | | Filed herewith.26 |
| | Consulting Agreement between eDoorways Corporation, Inc. and Anne W. Collins executed on December 1, 2008. | | Filed herewith. |
| | | | |
| | Section 302 Certification - Principal Executive Officer and Principal Financial Officer | | Filed herewith |
| | | | |
| | Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Principal Executive Officer and Principal Financial Officer | | Filed herewith |
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