UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

x

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

For the fiscal year ended
December 31, 2009

For the fiscal year ended December 31, 2018

¨

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

CARNEGIE DEVELOPMENT, INC.

(Exact name of registrant as specified in its charter)

Nevada

76-0513297

For the transition period from ______________ to ______________
Commission File Number
000-51716
eDOORWAYS CORPORATION, INC.
(Exact name of registrant as specified in its charter)
Delaware
76-0513297
(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

3495 Lakeside Drive, #1087, Reno, NV

820 West Third Street, Suite 1103, Austin, TX

89509

78701

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (800) 345-8561

(866) 482-3829
Securities registered under Section 12(b) of the Exchange Act:NONE

Title of each class
Name of each exchange on which registered
None
None
Securities registered under Section 12(g) of the Exchange Act:
Common stock, $.00001$.001 par value

(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act

Yes ¨      No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act

Yes ¨      No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

1. Yesx      No ¨  2. Yes xNo x¨

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.

Yes ¨ No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12-2 of the Exchange Act.

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

(Do not check if a smaller reporting company)

Emerging growth company

¨

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨      No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal quarter.

Held by Non-Affiliates at Market Price

Voting

Common Stock

1,153,156 shares

$2.00/per share

$2,306,312

Non-Voting

Common Stock

0

As of December 31, 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 x

(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 June 27, 2019,December 31, 2009, the Issuer had a total of 41,153,1561,181,212,227 shares of common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

NONE

 
 
 
 

ADVISORY NOTE
Carnegie Development, Inc. (formerly known as Escue Energy, Inc. and formerly known as E Doorways Corporation, Inc.), a Nevada corporation, filed a Form 10-K for the fiscal year ended December 31, 2008, under the name “E Doorways Corporation, Inc.”, which was the last Exchange Act filing prior to the filing of a Form 15 on May 11, 2010. The result was that five filings could be considered delinquent. Subsequent to the filing of the Form 15 on May 11, 2010, the Issuer under the name “Escue Energy, Inc.” undertook to file, on October 23, 2015, a Form S-1 Registration Statement which contained audited financial statements and was amended at varying times through October 30, 2017, when the registration was withdrawn by request of the Issuer. During the period from the filing of the Form 15 through the present, at least two changes in management occurred.
From the available records, the current operational and accounting management of Carnegie Development, Inc. located draft reports for the five suggested delinquent reports, all of which are unaudited, including, specifically, financial statements for the Form 10-K for the fiscal year ended December 31, 2009, which was incomplete and not finished, and the auditor at the time has now merged into another firm. On November 29, 2019, under cover of a Current Report on Form 8-K, all five delinquent reports (four on Forms 10-Q and one on Form 10-K) were filed as exhibits, with a disclaimer as to the information presented in an attempt to obviate any liability for current management of the Issuer for misleading statements under Section 18 of the Exchange Act, as well as the fraud provisions of the Exchange Act. The attached report is furnished for informational historical purposes only, as over ten years in time have passed, a Registration Statement with audited financial statements has been filed and intervened, and no person is available to certify or measure the internal controls which might have existed at the time of the report identified below in 2009/2010.
The attached report is furnished for historical information purposes only and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, unless the Issuer specifically incorporates such material by reference in a document filed under the Securities Exchange Act of 1933 or the Exchange Act. The issuer undertakes no duty or obligation to publicly update or revise the attached information.

TABLE OF CONTENTS

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).

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Page

4

FORWARD LOOKING STATEMENTS

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Item 1.

BUSINESS

4

Item 1A.

RISK FACTORS

7

Item 1B.

UNRESOLVED STAFF COMMENTS

7

Item 2.

11

7

11

7

11

7

Item 5.

12

8

9

Item 7.

MANAGEMENTSMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONOPERATIONS

14

9

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

11

Item 8.

16

12

29

25

29

25

30

25

Item 10.

31

26

32

27

35

35

28

35

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Item 14.

EXHIBITS.

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Table of Contents

PART 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 which 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;

·High volatility in the value attributable to our business model and assets;

·Rapid change in the regulatory and legal environment in which we operate with many unknown future challenges to operating our business in a lawful manner or which will require our business or the businesses in which we invest to be subjected to added costs and/or uncertainty regarding the ability to operate;

·Risks related to failure to obtain adequate financing on a timely basis and on acceptable terms; and

·Other risks and uncertainties related to our business plan and business strategy.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully, and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required under applicable law. We cannot guarantee future results, levels of activity, performance or achievements.

 
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OVERVIEW

This Company

eDoorways Corporation, Inc. (the “Company”, “eDoorways,” “we” or “us”) was originally incorporated in the Statestate of Delaware inon February 26, 1988 under the name Technicraft Financial Ltd.

·In October 1991, the Company changed its name to LBM-US, Inc. ("LBM").

·Pursuant to an agreement effective August, 1994, LBM acquired all of 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.

·At that time the Company changed its names to GK Intelligent Systems, Inc.

·On April 3, 2002, the Company effectuated a 1-for-10 reverse split of its common stock. On May 18, 2005, the Company changed its name to M Power Entertainment, Inc. and effectuated a 1-for-200 reverse split of its common stock.

·On September 4, 2007, the Company changed its name to eDoorways Corporation and effectuated a 1-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.

mThose shares were returned as Treasury stock by Mr. Ray, without consideration, and then issued to Sohail Quraeshi as compensation valued at fair market value, or $4.00 per share so as comply with FASB ASC Topic 718 column (e).

mThis transaction constituted a 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).

In October 1991, the name was changed to LBM-US, Inc. In a reverse merger in August of 1994, the company acquired GK Intelligent Systems, Inc. and the Company adopted such name. In 2006, the Company changed its name to eDoorways Corporation, Inc.

We are a web-based service provider aimed at America’s “net-generation” computer users. As a web based “Town Square”, we aim to provide businesses and consumers with a platform for exchanging ideas, services and products within a highly technologically sophisticated social networking environment. eDoorways intends to offer a way to identify, locate and engage a varying array of resources (both locally and globally) 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, 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.
 
4
 

We will offer two synergistic service components to drive the SOLVE sub-brand:

·
1.
On June 23, 2015,
A performance support feature that assists consumers in resolving current lifestyle problems and issues on 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.;real-time collaborative basis; and (iii) a 1-for-2,000 reverse split of the Company's common stock, $0.00001 par value per share.

·Effective July 1st, 2019 the Articles of Incorporation has been amended and the new name is Carnegie Development, Inc.

Effective July

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,st, 2019 2009. We are continuing our software development activities to accomplish this objective. We are also engaged in service pre-marketing activities. Between the Company planssoft and beta launches, we will actively market SOLVE to investsmall businesses and collaborateconsumers in the construction projectsAustin 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 various business entities inSOLVE is scheduled to occur before the JMJ group,end of 2009. At that time, we will “go live”, making the ownerSOLVE service offering available for the Austin marketplace.
Features & Benefits
Key differentiators of which groupthe SOLVE service offering will be increased consumer empowerment through a higher level of entities is a major shareholder in this Company

Also, the Company is forming an independent board of directors to manage the Company polices and administration.

INDUSTRY AND MARKET DATA

Information regarding market and industry statistics contained in this Annual Report on Form 10-K has been obtained from industryengagement with retailers, manufacturers and other publications that we believeconsumers, and a stronger orientation toward customer service and improved ways for retailers to identify prospects and close the sale. These can be reliable, but that are not produced 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 same qualifications and the additional uncertainties accompanying any estimates of 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

When the S-1 Filing was withdrawn on 26th October, 2017, the Company decided to pursue Energy Saving Systems and was doing everything soexplained as to take over a Florida based company which produces LED lights in their factory located in Orlando, FL. The company was to manufacture and then market Energy Saving Systems. The Company's product is a mix of both the hardware and the software. When it is installed in any building (irrespective of the Space) it controls the energy consumption as it maximizes efficient energy utilization. Each household as well as the commercial buildings shall have less wastage, which will protect the environment. The software provides the link with any or all smart devices in the home providing a complete Smart Home Solution, the product could be connected to other smart products via a Bluetooth connection. Regretfully the deal fell through and could not be completed.

COMPETITION

With the home automation system, the building, whether it is a home or office, is called a smart home/office. A home automation system will control lighting, climate, entertainment systems, and appliances.

The Company was building a system that will provide the customer seamless control over their home, all from the convenience of their smartphone.

The Company competes or may in the future compete with other companies that focus all or a portion of their activities on providing Home controllers that allows the consumer to control their homes via smartphone, tablet and laptops. Some of the competitors include:

Wink Hub 2

The Wink Hub 2 works with devices that use Z-Wave, Zigbee, Lutron Clear Connect, Kidde, Bluetooth, and Wi-Fi. It is also for the future.

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.
 
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Brilliant Control

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 provided to the more experienced user.
6
The Brilliant ControlOther “Doorways” of 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, such as the initial SOLVE doorway, 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 unique wall switch that uses Wi-Fi to connect to and control various smart devices in your home. It has a 5-inch color touch screen with user-friendly button controls that let you play music, control lighting, set thermostat temperatures, and see who is at your door, among other things.

Mi Casa Verde VeraLite

Made by Mi Casa Verde, the Vera Lite is onebrief description of each of the prominent namesbusinesses that we believe may be deemed to compete, either directly or indirectly, with our business.

7
Competitor
Description
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.
LooBoo
LooBoo provides an extensive search database that is intended to provide its users with the ability to find businesses within a particular location.
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.
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.
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.
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.
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.
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.
8
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.
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 Z-wave controllers’ category. Onebuy-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 thingsservices and components of the SOLVE doorway, along with other proprietary functions of the platform yield an Interactive Intelligent search system that makeslies at the Vera Lite so popularheart of our Web 3.0 consumer model.
Our “SOLVE” branding strategy is its simplicity when it comesbased 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 set up.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 you only few minutesthe lead in this effort. Our plan is to have it set up. The Vera Lite also hasmove quickly and effectively in an attempt to assume a wide Universal Compatibility enabling you to customize your Vera network selecting devices without having to take in consideration their manufacturers. You can use it for Energy monitoring to reduce your energy bill and save money, video monitoring for security purposes or for plenty other functions. It’s compatible with more than 650 certified Z-Wave devices. Like pretty much all Z-wave hubs, you can access your Vera Lite and control it from any placedominant role in the world using an internet browser via your smartphone, tablet or PC. It has a very cool minimalist designniche before the larger players are able to act.
In view of the above, eDOORWAYS’ competitive advantage for SOLVE and an intuitive user interface.its value-add may be summarized as follows:
- End-user benefits of SOLVE: On the backsame web page, we will provide our users the solution to a problem, validated by millions of the Vera lite, there are three ports a power input, an Ethernet port and an USB port. Inside the box, it has the Ethernet cable which can be easily plugged into the Vera Lite to the router. Mi Casa verde is also generousexperts, as they include a set of four fresh double A batteries. The Vera lite is an affordable home controller with no monthly fees which will functionwell as the brain ofenabler who can provide the entire house“tools” needed to arrive at that controls pretty much everythingsolution, 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 be at your service.

Nexia Home Intelligence Z-Wave Bridge

This Nexia Bridge will allow, like other Z-Wave controllers on the list, to controlmore efficiently than they do today, and supervise lights, locks, thermostats and more. It has the ability to hold more than 200 Z-Wave devices at the same time. This device needs a big budget, though one can start small and then grow the arsenal little by little. This hub has an average communication range of 60-Feet to 100-Feet. The Nexia Home Intelligence system is controllable through an online Nexia account and a mobile app can be installedsales while leveraging their existing infrastructure (i.e., they are already invested in the smartphone, tablet, or PC. Although the Nexia Bridge is one of the cheapest Z-wave controllers out there, it requires a monthly subscription of $9.99 which adds up to the final cost.

web selling.)

9
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

We presently do not have any customers for our services as we are still a development stage company.

PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR LABOR CONTRACTS, INCLUDING DURATION:

The company had no PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR LABOR CONTRACTS.

In 2009, the Company filed applications for three Service Marks for the names “iDoorways”, “Consumer 3.0” and “eDOORWAYS”. As of December 31, 2009, these applications were still pending.
NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES

Not applicable.

RESEARCH AND DEVELOPMENT ACTIVITIES AND COSTS

All

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 researchbusiness and development activities are presently borne by the Company. As on the reporting date, we have spent $0 on research and development activities.

6
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operating results.

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS

We do not expect any environmental laws to give rise to additional costs to our business.

EMPLOYEES

As onof the reporting date and thereafter, we had no employee, except the two corporate officers.one (1) employee. During 2018,2009, to lower operating costs, we relied on the independent consultants rather than through employment contracts.

ITEM 1A. RISK FACTORS

Smaller reporting companies are not required to provide the information required by this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

10

Our current headquarters is located in Austin, Texas and consists of a small office we rented beginning in October of 2007 This space is targeted to become our base of operations for launching the Company does not ownin the Austin, Texas market beginning in the fourth quarter 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 cost of $3,595 per month.
We believe that our existing facilities are adequate to meet current requirements, and that suitable additional or substitute space will be available as needed to accommodate any real estate or other properties.

further physical expansion of operations and for relocation of the headquarters to Austin.

ITEM 3. LEGAL PROCEEDINGS

There are no pending legal proceedings to which

On February 10, 2000, the Texas Workforce Commission placed an administrative lien on us in the amount of $109,024 in connection with 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 party or in which any director, officer or affiliatemitigation of the Company,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 ownerspecific 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 record or beneficially$15,785. Trial was held on this matter in November 2007. On December 31, 2007 the court awarded Deanna S. Slater the sum of more than 5%$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, 2009.
We are not aware of any classother claims or assessments, other than as described above, which may have a material adverse impact on our financial position or results of voting securities of the Company, is a party.

operations.

No matters were submitted to a vote of securities holders during the fiscal year ended December 31, 2018.

2009.

 
711
 

Our 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 "ESCU.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 price 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. The share price is from Yahoo Finance http://finance.yahoo.com/quote/ESCU?ltr=1

Fiscal 2018

 

High

 

 

Low

 

First Quarter (1)

 

$0.70

 

 

$0.70

 

Second Quarter (1)

 

$0.70

 

 

$0.70

 

Third Quarter (1)

 

$0.70

 

 

$0.70

 

Fourth Quarter (1)

 

$0.15

 

 

$0.15

 

 

 

 

 

 

 

 

 

 

Fiscal 2017

 

High

 

 

Low

 

First Quarter (1)

 

$2.00

 

 

$0.90

 

Second Quarter (1)

 

$0.90

 

 

$0.90

 

Third Quarter (1)

 

$0.90

 

 

$0.90

 

Fourth Quarter (1)

 

$0.90

 

 

$0.90

 

“EDWY.OB.”

Holders

There were 218approximately 140 holders of record of our Common Stock as of December 31, 2018.

2009.

Transfer Agent

Our registrar and transfer agent for the common stock, is Pacific StockAmerican Registrar and Transfer 6725 Via Austi Parkway, Suite 300 Las Vegas, NV 89119

Co. 342 East 900 South, Salt Lake City, Utah 84111.

Dividends

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.

 
812
 

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.
During the year 2009, we issued 863,465,000 shares to cover several expenses, Common stock issued for services amounted to 252,151,000 valued at $252,151 and 302,369,000 shares valued at $302,369 to cover compensation and the balance of the Common stock issued was for Converting debt to equity.

ITEM 6. SELECTED FINANCIAL DATA

Smaller reporting companies are not required to provide the information required by this item

Not required.
13

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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 as a result of many factors.

FORWARD-LOOKING STATEMENTS
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.

Going Concern

Our auditor questioned

Plan of Operation
During the next 12 months, we will direct our resources to the development, branding, 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 2010. In the first and second quarter of 2011, the Company will undertake the soft and beta launch 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.
Liquidity and Capital Resources
As reflected in the accompanying financial statements for the fiscal year ending December 31, 2009, the Company had general and administrative expenses in the amount of $1,262,204, payment of compensation to our directors and officers in the amount of $602,369, which is a result of the increased company activity relating to the completion of development of the launch of our first doorway. This increased activity resulted in a loss from operations of 5,431,984; negative cash flows from operations of $5,697,060; This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern due to our recurring losses from operations, deficit in equity, andis dependent on the needCompany’s ability to raise additional capital to fund operations. A “going concern” opinion could impair our ability to raise the required finance for our proposed operations through the sale of debt or equity securities. However, theand implement its business plan. The financial statements have been prepared assumingdo not include any adjustments that might be necessary if the Company willis unable to continue as a going concern

Results of Operations duringconcern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the year ended December 31, 2018 as compared to the same period of 12 months in the previous year 2017

There was no revenue during this period

Expenses during the current reporting period are $60,000, which is the same as the expenses of the same period in the previous year.

The net lossopportunity for the current year is $60,000, which is also the sameCompany to continue as the expenses of the period in the previous year. 

Liquidity and Capital Resources

As of today, in August 2019, the Company identified three special purpose entities engaged in the land development and construction of multi-family homes and signed up the MOU. Though the contracts are not yet signed, the special purpose entities are preparing the audited financial which the Company would like to use it for negotiating the acquisition.

a going concern.

 
914
 

Cash Flow from Operating Activities

Net cash from operations for the current reporting period is $0 which is the same as the Net Cash from operations for the same period in the previous year.

Cash Flow from Investing Activities

Net cash provided by investing activities for the current reporting period is $0 which is the same as the Net Cash from Investing Activities for the same period in the previous year

Cash Flow from Financing Activities

Net cash provided by financing activities for the current reporting period is $0 which is the same as the Net Cash from Financing Activities for the same period in the previous year 

Off-Balance Sheet Arrangements

The company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

None.
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:

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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). 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.

Not applicable to a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.

Required

ITEM 8. FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the board of directors of Carnegie Development Inc.

Opinion: We have audited the

eDOORWAYS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
 
 
December 31,
2009
 
 
December 31,
2008
 
ASSETS
CURRENT ASSETS
 
 
 
 
 
 
Cash
 
$16,149
 
 
$5,467
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OTHER ASSETS
 
 
 
 
 
 
 
 
Fixed assets, net of accumulated depreciation of $2,215 and $1,660, respectively
 
 
3,173
 
 
 
3,334
 
Deposits
 
 
2,000
 
 
 
2,000
 
Software Development Cost
 
 
1,171,220
 
 
 
 
 
Total Other Assets
 
 
1,176,393
 
 
 
5,334
 
TOTAL ASSETS
 
$1,192,542
 
 
$10,801
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
 
 
 
 
 
 
 
 
 
CURRENT LIABILITIES
 
 
 
 
 
 
 
 
Accounts payable – trade
 
 
434,130
 
 
 
743,075
 
Judgments payable
 
 
225,000
 
 
 
838,610
 
Stock payable
 
 
407,398
 
 
 
354,312
 
Accrued expenses – related parties
 
 
45,522
 
 
 
403,043
 
Accrued expenses – other
 
 
1,626,844
 
 
 
92,518
 
Current portion of notes payable
 
 
1,267,211
 
 
 
668,565
 
TOTAL CURRENT LIABILITIES
 
$4,006,105
 
 
$3,100,123
 
 
 
 
 
 
 
 
 
 
LONG TERM LIABILITIES
 
 
 
 
 
 
 
 
Notes payable
 
 
5,216,000
 
 
 
4,759,835
 
 
 
 
 
 
 
 
 
 
TOTAL LIABILITIES
 
$9,222,105
 
 
$7,859,958
 
 
 
 
 
 
 
 
 
 
STOCKHOLDERS’ DEFICIT
 
 
 
 
 
 
 
 
Series A convertible preferred stock, $0.001 par value per share; 7,000,000 shares authorized, none issued
 
 
-
 
 
 
-
 
Series B convertible preferred stock, $0.001 par value per share; 1,100,000 shares authorized, none issued
 
 
-
 
 
 
-
 
Series C convertible preferred stock, $0.001 par value per share; 1,000,000 shares authorized, 1,000,000 and -0- shares issued and outstanding, respectively
 
 
1,000
 
 
 
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
 
 
1,181,212
 
 
 
317,747
 
Additional paid-in capital
 
 
70,391,195
 
 
 
66,003,083
 
Accumulated deficit
 
 
(61,284,093)
 
 
(61,284,093)
Deficit accumulated during development stage
 
 
(18,318,878)
 
 
(12,886,895)
TOTAL STOCKHOLDERS’ DEFICIT
 
$(8,029,563)
 
$(7,849,157)
 
 
 
 
 
 
 
 
 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
 
$1,192,542
 
 
$10,801
 
The accompanying balance sheets of Carnegie Development Inc. (the “Company”) as of December 31, 2018, and the related statements of income, stockholders’ equity and cash flows for eachnotes are an integral part of these years in the period then ended, and the related notes (collectively referred as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the company as of the years then ended, and the results of its operations and its cash flows for these years in the period then ended, in conformity with U.S. generally accepted accounting principles.

We have also audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the company’s internal control over financial reporting as of the year then ended, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report of even dated, express an unqualified opinion on the Company’s Internal Control over financial reporting.

Basis of Opinion: These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. Federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with standards of PCAOB, those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters: The management listed the critical audit matters as Note 10 in the notes on accounts. They are the matters arising from the current period audit of the financial statements and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. These critical audit matters do not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by referring the critical audit matters, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

/s/ Yusufali Musaji

Yusufali Musaji CPA

Managing Partner

Yusufali & Associates

PCAOB Registration # 3313

55 Addison Drive,

Short Hills, NJ, 07078

Telephone: 973-921-2892 12th August, 2019

Serving as the Company’s auditor since 2019

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Carnegie Development, INC.

Balance Sheet

 

 

For the year ended

 

 

 

31-Dec-18

 

 

31-Dec-17

 

Assets

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Bank Account

 

$-

 

 

$-

 

Total current assets

 

$-

 

 

$-

 

Total assets

 

$-

 

 

$-

 

Liabilities

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$120,000

 

 

$60,000

 

Accrued expenses

 

$-

 

 

$-

 

Total Current Liabilities

 

$120,000

 

 

$60,000

 

Total liabilities

 

$120,000

 

 

$60,000

 

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, 2018 and 1,000 shares issued and outstanding on December 31, 2017, recorded @ FMV to comply with FASB ASC Topic 718 Column (e)

 

$4,000

 

 

$4,000

 

Common stock: 250,000,000 shares authorized, par value $0.00001 per share, 41,153,156 shares issued and outstanding on December 31, 2018 and 41,153,156 shares issued and outstanding on December 31, 2017

 

$2,270,117

 

 

$2,270,117

 

Additional Paid-in Capital

 

$1,142,640

 

 

$1,142,640

 

Retained Earnings

 

$(3,536,757)

 

$(3,476,757)

Total Stockholders' Equity

 

$(120,000)

 

$(60,000)

Total Liabilities & Equity

 

$-

 

 

$-

 

 
13
Table of Contents

Carnegie Development, INC.

 

 

 

 

 

 

Statement of Operations

 

 

 

 

 

 

 

 

For the year ended

 

 

 

31-Dec-18

 

 

31-Dec-17

 

 

 

 

 

 

 

 

Net Revenues

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

Selling, general and administrative

 

$60,000

 

 

$60,000

 

Total operating expenses

 

$60,000

 

 

$60,000

 

 

 

 

 

 

 

 

 

 

Operating loss

 

$(60,000)

 

$(60,000)

 

 

 

 

 

 

 

 

 

Net Gain (loss)

 

$(60,000)

 

$(60,000)

 

 

 

 

 

 

 

 

 

Net gain (loss) attributable to common stock

 

$(60,000)

 

$(60,000)

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

Basic and diluted

 

($0.0015)

 

 

($0.0015)

 

 

 

 

 

 

 

 

 

 

Basic and diluted weighted average common shares outstanding

 

 

41,153,156

 

 

 

41,153,156

 

14
Table of Contents

Carnegie Development, INC.

 

 

 

Statement of Cash Flows

 

 

 

 

 

For the year ended

 

 

 

31-Dec-18

 

 

31-Dec-17

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net Gain (loss)

 

$(60,000)

 

$(60,000)

Adjustments to reconcile Net Income to Net Cash provided by operations:

 

 

 

 

 

 

 

 

Accounts Payable

 

$60,000

 

 

$60,000

 

Total Adjustments to reconcile Net Income to Net Cash provided by operations

 

$60,000

 

 

$60,000

 

Net cash provided by operating activities

 

$0

 

 

$0

 

 

 

 

 

 

 

 

 

 

NET CASH used by Investing Activities

 

$0

 

 

$0

 

 

 

 

 

 

 

 

 

 

NET CASH used by Financing Activities

 

$0

 

 

$0

 

 

 

 

 

 

 

 

 

 

NET CASH INCREASE (DECREASE) For PERIOD

 

$0

 

 

$0

 

Cash, Beginning

 

$0

 

 

$0

 

Cash, Ending

 

$0

 

 

$0

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

Interest

 

$0

 

 

$0

 

Income taxes

 

$0

 

 

$0

 

15
Table of Contents

Carnegie Development, INC.

Statement of Changes in Equity

 

 

Series A
Preferred Stock

 

 

Common Stock

 

 

Surplus

 

 

 

Shares

 

 

$

 

 

Shares

 

 

$

 

 

(Deficit)

 

Balance, December 31, 2016

 

 

1,000

 

 

 

4000

 

 

 

41,153,156

 

 

 

2,270,117

 

 

$(3,416,757)

Net Income (Loss)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

$(60,000)
Balance, December 31, 2017

 

 

1000

 

 

 

4000

 

 

 

41,153,156

 

 

 

2,270,117

 

 

$(3,476,757)

Net Income (Loss)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

$(60,000)
Balance, December 31, 2018

 

 

1,000

 

 

 

4000

 

 

 

41,153,156

 

 

 

2,270,117

 

 

$(3,536,757)
 
 
16
 

Carnegie Development, INC.

eDOORWAYS CORPORATION
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008 AND FOR THE PERIOD FROM JANUARY 1, 2006
(INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER 31, 2008
 
 
Year Ended
December 31
 
 
From development stage inception (January 1, 2006) through December 31,
 
 
 
2009
 
 
2008
 
 
2009
 
 
 
 
 
 
 
 
 
 
 
REVENUE
 
$-
 
 
$-
 
 
$-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATING EXPENSES
 
 
 
 
 
 
 
 
 
 
 
 
General and administrative
 
 
1,262,204
 
 
 
4,403,689
 
 
 
9,935,388
 
Legal and professional services
 
 
187,250
 
 
 
 
 
 
 
187,250
 
Compensation
 
 
602,369
 
 
 
 
 
 
 
602,369
 
Depreciation
 
 
161
 
 
 
 
 
 
 
161
 
Loss on disposal of equipment
 
 
0
 
 
 
0
 
 
 
9,287
 
Total operating expenses
 
$2,051,984
 
 
$4,403,689
 
 
$10,734,455
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LOSS FROM OPERATIONS
 
$(2,051,984)
 
$(4,403,689)
 
$(10,734,455)
 
 
 
 
 
 
 
 
 
 
 
 
 
OTHER INCOME (EXPENSES)
 
 
 
 
 
 
 
 
 
 
 
 
Gain (loss) on derivative liability
 
 
-
 
 
 
(1,366,315)
 
 
(2,103,592)
Interest expense
 
 
(17,957)
 
 
(811,286)
 
 
(2,039,653)
Loss on debt extinguishment
 
 
(3,362,043)
 
 
(164,437)
 
 
(3,441,879)
Other income
 
 
0
 
 
 
0
 
 
 
700
 
Total other income (expenses)
 
$(3,380,000)
 
$(2,342,038)
 
$(7,584,424)
 
 
 
 
 
 
 
 
 
 
 
 
 
NET LOSS
 
$(5,431,984)
 
$(6,745,727)
 
$(18,318,879)
 
 
 
 
 
 
 
 
 
 
 
 
 
LOSS PER SHARE:
 
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted
 
$(0.00460)
 
$(0.0212)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
 
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted
 
 
1,181,212,227
 
 
 
317,747,227
 
 
 
 
 
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, 2009 AND 2008 AND FOR THE PERIOD FROM JANUARY 1, 2006
(INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER 31, 2008
 
 
Series C
Preferred Stock
 
 
Series D
Preferred Stock
 
 
Common Stock
 
 
Additional Paid-in Capital
 
 
Accumulated Deficit
 
 
Development Stage Accumulated Deficit
 
 
Total Stockholders’ Deficit
 
 
 
Shares
 
 
Amount
 
 
Shares
 
 
Amount
 
 
Shares
 
 
Amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31,2006
 
 
0
 
 
 
-
 
 
 
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
 
 
0
 
 
$-
 
 
 
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
 
 
$750.0
 
 
 
-
 
 
 
-
 
 
 
0
 
 
$-
 
 
$134,250
 
 
$-
 
 
$-
 
 
$135,000
 
Preferred stock issued for services
 
 
250,000
 
 
$250.0
 
 
 
-
 
 
 
-
 
 
 
0
 
 
$-
 
 
$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
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
0
 
 
$-
 
 
$4,489
 
 
$-
 
 
$-
 
 
$4,489
 
Discount on convertible debt
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
0
 
 
$-
 
 
$16,262
 
 
$-
 
 
$-
 
 
$16,262
 
Fair value adjustment for elimination of derivatives
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
0
 
 
$-
 
 
$14,013
 
 
$-
 
 
 
 
 
 
$14,013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
0
 
 
$-
 
 
 
-
 
 
 
 
 
 
$(6,745,727)
 
$(6,745,727)
Balance - December 31, 2008
 
 
1,000,000
 
 
$1,000.0
 
 
 
1,000
 
 
$1
 
 
 
317,747,227
 
 
$317,747
 
 
$66,003,083
 
 
$(61,284,093)
 
$(12,886,895)
 
$(7,849,157)
Common stock issued for services
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
252,151,000
 
 
$252,151
 
 
$1,316,434
 
 
 
 
 
 
 
 
 
 
$1,568,585
 
Common stock issued for compensation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
302,369,000
 
 
$302,369
 
 
$877,622
 
 
 
 
 
 
 
 
 
 
$1,179,991
 
Common stock issued for debt conversion
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
308,945,000
 
 
$308,945
 
 
$2,194,056
 
 
 
 
 
 
 
 
 
 
$2,503,001
 
Net loss
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$(5,431,983)
 
$(5,431,983)
Balance - December 31, 2009
 
 
1,000,000
 
 
$1,000.0
 
 
 
1,000
 
 
$1
 
 
 
1,181,212,227
 
 
$1,181,212.0
 
 
$70,391,195
 
 
$(61,284,093)
 
$(18,318,878)
 
$(8,029,563)
The accompanying notes are an integral part of these financial statements.
EDOORWAYS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
 
 
Year Ended
December 31
 
 
 
2009
 
 
2008
 
CASH FLOWS FROM OPERATING ACTIVITES
 
 
 
 
 
 
Net loss
 
$(5,431,983)
 
$(6,745,727)
Adjustments to reconcile net loss to net cash used in operating activities
 
 
 
 
 
 
 
 
Depreciation and amortization expense
 
 
161
 
 
 
555
 
Amortization of deferred financing costs
 
 
-
 
 
 
132,732
 
Amortization of note payable discount
 
 
-
 
 
 
529,163
 
Notes payable issued for services
 
 
598,646
 
 
 
665,000
 
Common and preferred stock issued for services
 
 
-
 
 
 
1,438,607
 
Common and preferred stock issued for compensation
 
 
-
 
 
 
1,168,456
 
Change in fair value of derivatives
 
 
-
 
 
 
1,366,315
 
Gain on conversion of notes payable
 
 
-
 
 
 
164,437
 
Changes in operating assets and liabilities:
 
 
 
 
 
 
 
 
Deposits
 
 
-
 
 
 
7,211
 
Accounts payable
 
 
(308,945)
 
 
292,424
 
Stock payable
 
 
53,086
 
 
 
354,312
 
Judgments payable
 
 
(613,610)
 
 
36,316
 
Accrued expenses
 
 
1,534,326
 
 
 
110,576
 
Accrued expenses – related parties
 
 
(357,521)
 
 
403,043
 
Software Development Cost
 
 
(1,171,220)
 
 
 
 
 
 
 
 
 
 
 
 
 
Net cash used in operating activities
 
$(5,697,060)
 
$(76,580)
 
 
 
 
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
 
 
 
 
 
APIC
 
 
4,388,112
 
 
 
 
 
Common Stock
 
 
863,465
 
 
 
 
 
Proceeds from issuance of new debt
 
 
456,165
 
 
 
36,400
 
 
 
$5,707,742
 
 
$36,400
 
NET DECREASE IN CASH
 
 
10,682
 
 
 
(40,180)
 
 
 
 
 
 
 
 
 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
 
 
5,467
 
 
 
45,647
 
 
 
 
 
 
 
 
 
 
CASH AND CASH EQUIVALENTS, END OF PERIOD
 
$16,149
 
 
$5,467
 
The accompanying notes are an integral part of these financial statements.
eDOORWAYS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements

NOTE

Note 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Carnegie Development Inc.,- Summary of Significant Accounting Policies

Nature of Business
The Company is a publicly trading companydevelopment stage entity incorporated in Delaware in 1988, under the symbol, “ESCU”

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 Website 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 http://carnegiedevelopment.net/

Thisa 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 was previously known as:

·Escue Energy Inc until July 1, 2019

·State of incorporation changed from Delaware to Nevada in 2015

·eDoorways Corporation, Inc. until 2015

·M Power Entertainment, Inc. until 2007

·GK Intelligent Systems, Inc. until 2005

·Technicraft Financial, Ltd. until 1994

·Incorporated in Delaware in February 1988

NOTE 2 - GOING CONCERN

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, 2009 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 2009 or 2008.
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, 2009 and 2008.
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, 2009, eDOORWAYS had an accumulated deficit of $ 3,536,757$78,995,844. The continuation of eDOORWAYS as ona going concern is dependent upon financial support from its shareholders, the reporting dateability to obtain necessary equity or debt financing and there was no revenue since inception.

The Companythe attainment of profitable operations. These factors raise substantial doubt regarding eDOORWAYS’ ability to continue as a going concern. These financial statements do not include any adjustments to 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.

eDoorways is currently in the process of acquiring three special purpose entities in Texas and is also seeking debt or equity financing to fund its development plan although no financing arrangements are currently in place and the Company can provide no assurance that financing will be available on terms acceptable terms. However,to the managementCompany or at all. Management believes, however, that the actions for (a) obtaining thepresently being taken to obtain additional fundsfunding and (b) implementingimplement its strategic plans provide the opportunity for the Company to continue as a going concern.

Note 3 – Significant Accounting Policies

This summary of significant account policies of the Company is presented to assist in understanding the Company's financial statements. The financial statements and the notes are the representation of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to U.S. generally accepted accounting principles ("US GAAP") and have been consistently applied in the preparation of the financial statements.

Basis of Presentation

This Company uses the enterprise reporting under the provisions of Statement of Financial Accounting Standards ("SFAS") no. 7. The accompanying financial statements are prepared in accordance with Generally accepted accounting principles (“US GAAP”) in the United States of America.

17
Table of Contents

Use of Estimates

The preparation of financial statements requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses for the reported period. Actual results will differ from those estimates. Included in these estimates are legal risks and exposures, valuation of stock-based compensation, the potential outcome of future tax consequences of events that have been recognized in the financial statement or tax returns.

Reclassification

Certain amounts in the financial statements of the prior year have been reclassified to conform to the presentation of the current year for comparative purposes.

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less, when purchased, to be cash equivalents.

Concentration of Credit Risks

The Company is subject to concentrations of credit risk primarily from cash and cash equivalents.

The Company's cash and cash equivalents accounts are held at financial institutions and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to $250,000. As on the reporting date, there were no cash balances in excess of federally insured limits.

Product Concentration

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

Fair Value of Financial Instruments

The Company accounts, for the assets and liabilities measured at fair value on a recurring basis, in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements.

18
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ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1:

Observable inputs such as quoted market prices in active markets for identical assets or liabilities.

Level 2:

Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3:

Unobservable inputs for which there is little or no market data, which require the use of the reporting entities own assumptions.

The Company did not have any Level 2 or Level 3 assets or liabilities on the reporting date.

Additional Disclosures Regarding Fair Value Measurements

The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, interest payable, advances payable, and notes and convertible promissory notes payable approximate their fair value due to the short maturity of these items.

Revenue Recognition

The Company recognizes revenue on arrangements in accordance with ASC 606 — Revenue from Contracts with Customers. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability of the resulting receivable is reasonably assured. Since inception and until now, this company has not earned any revenue.

Advertising

The Company expenses advertising costs as incurred. The Company did not spend any money for the advertising, during the reporting period.

Share-Based Payment

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation, Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.

Basic and Diluted Earnings per Share

Basic earnings per share are calculated by dividing the income available to stockholders by the weighted-average number of shares of Common Stock outstanding during each period. Diluted earnings per share are computed using the weighted average number of shares of Common Stock and dilutive Common Stock share equivalents outstanding during the period. Dilutive Common Stock share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method). Earnings per share calculations are provided as part of the income statement.

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Property and Equipment

Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives of three years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized.

Depreciation expense is $0 for the reporting period.

Impairment of Long-Lived Assets and Amortizable Intangible Assets

The Company follows ASC 360-10, "Property, Plant, and Equipment," which established a "primary asset" approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Intangible Assets - Goodwill

The excess of the purchase price over net tangible and identifiable intangible assets of business acquired is carried as Goodwill on the balance sheet. Goodwill is not amortized, but instead is assessed for impairment at least annually and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. Measurement of the impairment loss, if any, is based on the difference between the carrying value and fair value of reporting unit. The goodwill impairment test follows a two-step process. In the first step, the fair value of a reporting unit is compared to its carrying value. If the carrying value of a reporting unit exceeds its fair value, the second step of the impairment test is performed for purposes of measuring the impairment. In the second step, the fair value of the reporting unit is allocated to all of the assets and liabilities of the reporting unit to determine an implied goodwill value. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of goodwill, an impairment loss will be recognized in an amount equal to that excess. There were no material impairments to the carrying value of long-lived assets and intangible assets subject to amortization during the reporting period.

Acquisitions

The Company recognizes the assets acquired, the liabilities assumed, and any non-controlling interest in the acquired at the acquisition date, measured at their fair values as of that date. Contingent purchase consideration is recorded at fair value at the date of acquisition. Any excess purchase price over the fair value of the net assets acquired is recorded as goodwill. Within one year from the date of acquisition, the Company may update the value allocated to the assets acquired and liabilities assumed and the resulting goodwill balances as a result of information received regarding the valuation of such assets and liabilities that was not available at the time of purchase. Measuring assets and liabilities at fair value requires the Company to determine the price that would be paid by a third-party market participant based on the highest and best use of the assets or interests acquired. Acquisition costs are expensed as incurred.

Fair Value Measurements

For certain financial instruments, including accounts receivable, accounts payable, interest payable, advances payable and notes payable, the carrying amounts approximate fair value due to their relatively short maturities.

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The Company follows ASC 820-10, "Fair Value Measurements and Disclosures." ASC 820-10 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company did not identify any non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with ASC 815.

ASC 825-10 "Financial Instruments."  permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The Company chose not to elect the option to measure the fair value of eligible financial assets and liabilities.

Borrowings

Borrowings are recognized initially at cost, which is the fair value of the proceeds received, net of transaction costs incurred. In subsequent periods, borrowings are stated at amortized cost using the effective yield method; any difference between fair value of the proceeds (net of transaction costs) and the redemption amount is recognized as interest expense over the period of the borrowings.

Provisions

Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Where the Company expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain.

The Company recognizes the estimated liability to repair or replace products sold still under warranty at the balance sheet date. This provision is calculated based on past history of the level of repairs and replacements.

Legal Matters

In the ordinary course of our business, we may be subject to various claims, pending and potential legal actions for damages, investigations relating to governmental laws and regulations and other matters arising out of the normal conduct of our business. We are not aware of any material pending legal proceedings to which we are a party or of which any of our properties is the subject.

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Special Purpose Entities

The Company does not have any off-balance sheet financing activities, as on the reporting date three special purpose entities as wholly owned subsidiaries are likely additions as per the MOU dated 30th April 2019. Contracts are reviewed by the Legal team.

Net Income per Share

The Company computes net income (loss) per share in accordance with ASC 260-10, "Earnings per Share." The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period using the "as if converted" basis.

NOTE 4 - COMMON STOCK AND PREFERRED STOCK

Common Stock

There is currently only one class of common stock. Each share common stock is entitled to one vote.

The authorized number of shares of common stock of the Company on the reporting date was 250,000,000 shares with a par value per share of $0.00001. Authorized shares that have been issued and outstanding are 41,153,156 as on the reporting date.

Preferred Stock

Series A – [1] Designation: A series of preferred stock is hereby designated as Series A Preferred Stock. [2] Liquidation Preference: The holders of the Series A Preferred Stock has no liquidation preference. [3] Dividends: The holders of the Series A Preferred Stock shall not receive dividend. [4] Number: The number of shares is fixed at 1,000. As on the reporting date, 1,000 shares are authorized, issued and outstanding. [5] Conversion: The Series A Preferred Stock is not convertible into shares of common stock. [7] Voting Rights: The Series A Preferred Stock, collectively, are entitled to that number of votes which shall equal Seventy-five percent (75%) of all eligible votes. There is currently 1 shareholder of record of the company's common stock. These shares are accounted at FMV so as to comply with FASB ASC Topic 718 column (e)

NOTE 5 - RELATED PARTY TRANSACTIONS

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

 

 

Q4 2018

 

 

Q3 2018

 

 

Q2 2018

 

 

Q1 2018

 

Compensation.

 

$15,000

 

 

$15,000

 

 

$15,000

 

 

$15,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

b)     In July 2019, the Company signed a contract with JMJ development, Inc. for all the administrative support. The owner of JMJ Development, Inc. is a major shareholder in the Company.

 
22
 

NOTE 6

Note 3 - INCOME TAXES

Deferred income taxes are provided usingConvertible Debentures

On March 30, 2007, the liability method whereby deferred tax assets are recognizedCompany 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, 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 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 the average of the lowest three (3) trading prices for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences areour shares of common stock during the differences betweentwenty (20) trading day period prior to conversion.
In addition, the reported amountsCompany granted the investors a security interest in substantially all of its assets and liabilitiesintellectual 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 the Company’s common stock held by them and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely thanaffiliates after such conversion or exercise does not that some portion or allexceed 4.99% of the deferred tax assets will not be realized. Deferred tax assetsthen issued and liabilities are adjusted for the effectsoutstanding shares of the changes in tax lawsCompany’s common stock.
Note 4 – Notes payable and ratesconvertible 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% of the market price of the common stock on 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 meritsissuance of the position taken ornotes). During the fourth quarter of 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 positionconversion 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 given in the new equity issuance. The outstanding warrants affected by this change are 750 warrants with an exercise price of $3.20 expiring March 30, 2014 and 15,000 warrants with an exercise price of $200 that would be ultimately sustained.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 benefitdebentures 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.
During the previous year, 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, 2009. These notes payable are due on demand. We are not making payments on any of these notes.
During the previous year, 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 previous year,, the holder of a tax position is recognized in$3,000 promissory note converted the financial statements indebt into 1,000,000 shares of common stock valued at $10,000. The shares were valued at the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations.

A reconciliation of the Company's effective tax rate to the statutory federal rate is as follows:

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

 

 

December 31, 2018

 

 

December 31, 2017

 

Deferred tax assets:

 

 

 

 

 

 

Net operating loss carryovers

 

$3,536,757

 

 

$3,476,757

 

Stock-based compensation

 

 

-

 

 

 

-

 

Other temporary differences

 

 

-

 

 

 

-

 

Total deferred tax assets

 

$3,536,757

 

 

$3,476,757

 

Valuation allowance

 

$(3,536,757)

 

$(3,476,757)

Net deferred tax asset

 

$-

 

 

$-

 

Asfair value on the reporting date the Company had net operatingof settlement of $0.01 per share. As a result, eDOORWAYS recognized a loss carryoverson debt settlement of approximately $3.5 million that may be applied against future taxable income and expires at various dates between 2026 and 2031, subject to certain limitations. The Company has a deferred tax asset arising substantially from the benefits of such net operating loss deduction and has recorded a valuation allowance for the full amount of this deferred tax asset since it is more likely than not that some or all of the deferred tax asset may not be realized.

$7,000.

 
23
 

NOTE 7 - RECLASSIFICATIONS

Prior

During the previous year, balances are reclassified, eDOORWAYS issued promissory notes in the amount of $665,000 to conformvarious individuals and companies in exchange for services provided to the current year presentation.

NOTE 8 - CONTINGENCIES

Company. The management reviewed withnotes 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 legal team and concludes that there are no disputes remaining unresolved and hence there are no contingent liabilities as10 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 the reporting date.

NOTE 9 - NOTES PAYABLE

Nodebt settlement of $157,500.

The aggregate maturities of notes payable is outstanding as on the reporting date.

NOTE 10 - MANAGEMENT ASSERTIONS ON CRITICAL AUDIT MATTERS

Manuals and handbooks: Absence of written manuals and handbooks is the concern for the audit. Sincefive years subsequent to December 31, 2009 are as follows:

Year ending December 31,
 
 
 
2009
 
$668,565
 
2010
 
 
1,449,235
 
2011
 
 
2,588,124
 
2012
 
 
722,476
 
Total
 
$5,428,400
 
Note 5 - Federal Income Tax
During the Company is involving experienced professionals for the dayyear, eDOORWAYS had net operating loss carryforwards of approximately $4,800,000 that may be offset against future taxable income. All other losses incurred by eDOORWAYS in 2005 and previous years are not expected to day operations, the need for specialized training was not felt. So also, the need for the written manuals and handbooks. However, the Management is aware of the need for standardbe available. These net operating procedures to educate and train its growing general staff. Preparation of manuals and handbooks has begun.

loss carryforwards will expire beginning in 2026.

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 the 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, 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 plus accrued interest at 8% has been accrued in our financial statements under 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, 2009 and is reflected in Judgments payable in our financial statements.
B) Consulting Agreements
Gary Kimmons.
On January 1, 2008, eDOORWAYS 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 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 on the date of issuance of $0.009 per common share. The Series C convertible preferred stock was valued using a market value equivalent of twenty shares of common stock. eDOORWAYS recorded the value of the common 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, 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 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.
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 Board 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, 2009 and 2008.
 
 
Warrants
 
 
Weighted Average Exercise Price
 
Outstanding, December 31, 2007
 
 
10,016,089
 
 
$0.2999
 
Granted
 
 
 
 
 
 
 
 
Expired/Cancelled
 
 
 
 
 
 
 
 
Exercised
 
 
-
 
 
 
-
 
Outstanding, December 31, 2008
 
 
10,016,089
 
 
$0.2999
 
 
 
 
 
 
 
 
 
 
Granted
 
 
-
 
 
 
 
 
Expired/Cancelled
 
 
 
 
 
 
 
 
Exercised
 
 
-
 
 
 
 
 
Outstanding, December 31, 2009
 
 
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:
Number of
authorized shares
Series A Convertible Preferred Stock
7,000,000
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
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.
Common stock
During the year ended December 31, 2009, 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, 2009, 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 the year ended December 31, 2009, 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, 2009, 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.
Not Applicable.
Evaluation of Disclosure Controls and Procedures.

With

Our management, principally our chief financial officer and chief executive officer, evaluated the change in the management, this Company is contracting to receive the administrative support and is planning to provide adequateeffectiveness of our disclosure controls and procedures in place in due course.

Foras of the current quarter,end of the Company has few transactions. The book-keeping and the financial statement preparations were handledperiod covered by qualified professionals and hence this report. Based on that evaluation, our management believesconcluded that there are adequateour disclosure controls and procedures foras of the currentend of the period covered by this report which arewere not 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 adequateinadequate segregation of duties consistent with control objectives and has also adapted various accountinginsufficient written policies inand procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC requirements. T he 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 effectiveineffective controls over theperiod end financial disclosure and reporting processes.

Management’s Annual Report on Internal Control over Financial Reporting

The

Our 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. TheOur internal control system iswas 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. TheBecause of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. AllAlso, projections such asof any evaluation of effectiveness to future periods are provided by well experienced professionals, while the same can be subject to inherent risks such as changingthe risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The

Our management conducts quarterlyconducted an 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, the Companyour management concluded that there is constantly requiring the experts to improve the system so as to remove anya material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness is eliminated byrelates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by expertsan external consultant with adequateno oversight by a professional with accounting expertise.

In general, 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, there have been no changes in our system of internal controls over financial reporting during the current periodyear 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 report of reporting, while the management has been constantly reviewing and eliminating any area of material weakness. The management assertion is adequateCompany’s registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to the attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report

None.

The following table sets forth the namesname, age and position of each of the members of our currentboard of directors, executive officers and promoters as of December 31, 2009:
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 among directors and executive officers. Also,We also have provided a brief description of the principal officersbusiness experience of each director and positions with usexecutive officer during the past five years and an indication of directorships held by each person anddirector in other companies subject to the date such person became our director, executive officer. Our executive officers are appointed by our Board of Directors. Our directors serve untilreporting requirements under the earlier occurrenceFederal securities laws.
Name
Age
Position
Gary F. Kimmons
60
Chairman of the Board President
Chief Executive Officer
Chief Financial Officer
Lance Kimmons
32
Director
Kathryn Kimmons
57
Director and Secretary
GARY F. KIMMONS
, has served as chairman of the electionboard 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 his or her successor at the next meetingbusiness management and technical training systems. Mr. Kimmons received a Bachelor of stockholders, death, resignation or removal by the Board of Directors. The family relationships among our directorsScience degree in psychology, anthropology, and executive officers is as follows: Sohail Quraeshi who is the father of Shahmir Quraeshi.

Sohail Quraeshi

Chief Executive Officer

President

Director

April 4, 2015

Shahmir Quraeshi

Chief Financial Officer

Secretary

Treasurer

April 4, 2015

BIOGRAPHIES

Sohail Quraeshi (59) – Chief Executive Officer, President and director. Mr. Quraeshi is a graduate of Buckinghambehavioral 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 United Kingdom (L. Sc. Economics).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 been actively involvedheld the position from June, 2002. Mrs. Kimmons has over 20 years of experience in the financial and securitiesentertainment 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 Security Analyst with various international banking institutions in the United States, Asia Europeretail business selling antiques and the Middle East. In 2004, he co-foundedcollectibles, Mrs. Kimmons is experienced merchandising presentation, interior and was Chairman of Kosmo Systems, a digital media company and leading provider of content for Mobile Devices in the WiFi arena, which he sold in 2006. Beginning in 2006 until present, Mr. Quraeshi founded and served as CEO / Managing Director of Shama Capital Partners, LLC, a Royal Palm Beach, Florida - based provider of strategic consulting services to assist clients to identify, develop and participate in high-return business and financial opportunities, relying on an international network of leaders in business, government, non-governmental organizations and academic institutions.

Shahmir Quraeshi (28) – Chief Financial Officer, Secretary and Treasurer. Mr. Quraeshi received his undergraduate education at American International University and a Master's degree in Leadership and Management from Palm Beach Atlantic University. In 2006, Mr. Quraeshi started his career training as an analyst with Crossbow Ventures, a leading South Florida venture capital firm. He worked there from 2006 to 2007. From 2007 to 2008, he was Office Manager of Qualities Imaging Center, a medical imaging company in Wellington Florida. From 2008 to present heretail buying. Mrs. Kimmons has been a co-ownersole proprietor of Sophie’s Nest, a retail enterprise focused on home furnishings

Family Relationships
Gary Kimmons and PresidentKathryn Kimmons are husband and wife. Lance Kimmons is the son of Royal Palm Beach Medical Group, a medical group based in Royal Palm Beach, Florida. (Under Florida law, a non-physician such as Mr. Quraeshi may ownGary and manage a medical practice in which all medical services are provided by licensed physicians). From 2009 to present, he was also the founder and manager of Escue Polo, LLC, a Florida-based entity engaged in the sale of clothing. Beginning in 2012 until present, Mr. Quraeshi has served as Chief Financial Officer of Shama Capital Partners, LLC, a Royal Palm Beach, Florida-based provider of strategic consulting services to assist clients identify, develop and participate in high-return business and financial opportunities, relying on an international network of leaders in business, government, non-governmental organizations and academic institutions. He has an extensive knowledge of private equity and structured finance.

Murugan Venkatachalam (62) – Corporate Controller. Mr. Venkatachalam received his Master's degree and Ph.D. in Finance from the University of Madras, India. He is also a chartered accountant in India. From April 10, 2006 to present he has served as Corporate Controller for Model Shipways, Inc., a Florida-based manufacturer of ship model kits.

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 December 31, 2017,2008, none of the officers, directors and more than 10% beneficial owners have filed Form 5's5’s with the SEC.

Code of Ethics

We have adopted a code of ethics for our principal executive officers.

officers, which is posted on our internet website at www.edoorways.com.

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 December 31, 20182009 were “independent” within the meaning of such rules.

The following table sets forth the Executiveaggregate cash compensation paid by the Company for services rendered during the last two years to the Company’s executive officers in the last two years.

During the Current Year

Name

 

Fees Earned or Paid in cash

 

Non-Equity Incentive Plan Compensation

 

All Other Compensation

 

 

Total

 

Sohail Quraeshi CEO

 

 

 

 

 

$36,000

 

 

$36,000

 

Shamir Quraeshi CFO

 

 

 

 

 

$24,000

 

 

$24,000

 

During the Last Year

Name

 

Fees Earned or Paid in cash

 

Non-Equity Incentive Plan Compensation

 

All Other Compensation

 

 

Total

 

Sohail Quraeshi CEO

 

 

 

 

 

$36,000

 

 

$36,000

 

Shamir Quraeshi CFO

 

 

 

 

 

$24,000

 

 

$24,000

 

officers.

Name and Principal Position
 
Salary
($)
 
 
Bonus
($)
 
 
All Other Compensation ($)
 
 
Total
($)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gary F. Kimmons(1)
 
 
 
 
 
 
 
 
 
 
 
 
CEO, CFO and
 
 
300,000
 
 
 
60,000
 
 
 
135,000
 
 
 
495,000
 
Chairman of the Board
 
 
240,000
 
 
 
50,000
 
 
 
N/A
 
 
 
290,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lance Kimmons,
 
 
88,000
 
 
 
N/A
 
 
 
N/A
 
 
 
88,000
 
Director
 
 
N/A
 
 
 
N/A
 
 
 
N/A
 
 
 
N/A
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Kathryn Kimmons
 
 
85,300
 
 
 
N/A
 
 
 
N/A
 
 
 
85,300
 
Secretary and Director
 
 
N/A
 
 
 
N/A
 
 
 
N/A
 
 
 
N/A
 
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, 2009 .
Option Awards
Stock Awards
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
Nil
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
The following table sets forth as of Decemberr 31, 2009, the name and number of shares of the Company’s common stock, par value $0.001 per share, held of record by (i) each of the three highest paid persons who are officers and directors of the Company, (ii) beneficial owners of 5% or more of our common stock; and (iii) all the officers and directors as a group. Pursuant to the rules and regulations of the Securities and Exchange Commission, shares of common stock that an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purposes of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purposes 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 642,512,859 of common stock outstanding as December 31, 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.
There are no related party transactions in the fiscal year ending December 31, 2018.

2009.
Independent Public Accountants

Our independent accountants for the fiscal year ended December 31, 2018 and2008 was GBH CPAs, PC. We did not have audited financials for the fiscal year ended December 31, 2017 was Yusufali & Associates LLC. Below is a summary of the fees billed to us by our independent accountants for professional services rendered for 2018 and 2017:

Fee Category

 

2018

 

 

2017

 

Audit Fees

 

 

5,000

 

 

 

5,000

 

Audit-Related Fees

 

 

-

 

 

 

 

 

Tax Fees

 

 

-

 

 

 

 

 

All Other Fees

 

 

-

 

 

 

 

 

Total Fees

 

 

5,000

 

 

 

5,000

 

ITEM 14. EXHIBITS.

2009.
Fee Category
 
2009
Fees
 
 
2008
Fees
 
 
 
 
 
 
 
 
Audit Fees
 
$0
 
 
$114,250
 
Audit-Related Fees
 
$-
 
 
$-
 
Tax Fees
 
$-
 
 
$-
 
All Other Fees
 
$-
 
 
$-
 
 
 
 
 
 
 
 
 
 
Total Fees
 
$0
 
 
$114,250
 

35
EXHIBITS.
Exhibit No.

Description

CERTIFICATE OF AMENDMENT

3.2

Filed Herewith

 
28
36
 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

Dated: 3115stth March, 2019

Feb 2020

/s/ Sohail QuraeshiSaskya Bedoya

By: Sohail Quraeshi,

Its: Chief Executive Officer

Saskya Bedoya, President

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: 3115stth March, 2019

Feb 2020

/s/ Sohail QuraeshiSaskya Bedoya

Sohail Quraeshi

Director

Saskya Bedoya, President

Dated: 31st March, 2019

/s/ Shahmir Quraeshi

Shahmir Quraeshi,

Director

Dated: 15th Feb 2020
/s/ Murugan Venkat
Murugan Venkat, Secretary

 
29
37