UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form

FORM 10-Q


☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2020

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

Commission File Number 333-208350

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.        
                            For the quarterly period ended June 30, 2008

CARNEGIE DEVELOPMENT, INC.

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

(Exact name of registrant as specified in its charter)


logo
eDOORWAYS CORPORATION
(Name of small business issuer in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

76-0513297
(I.R.S. Employer Identification No.)

2602 Yorktown Place
Houston, Texas 77056

Nevada

76-0513297

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

3495 Lakeside Drive, #1087, Reno, NV, 89509.

(Address of principal executive office)


713-621-4547
offices) (Zip Code)

(800) 345-8561

(Issuer'sRegistrant’s telephone number)



Checknumber, including area code)

Indicate by check mark whether the issuerregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x     ☐ No o


Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes     ☐ No

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

Large accelerated filero

Accelerated filero

Non-accelerated filero

Smaller reporting companyx

Emerging Growth Company


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

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


State the number

As of shares outstanding of each of the issuer’s classes of common equity as of January 21, 2009: 288,970,157November 14, 2020, there were 46,203,716 shares of common stock



-1-



eDOORWAYS CORPORATION
FORM 10-Q
JUNE 30, 2008
INDEX

issued and outstanding.

PAGE
PART I.FINANCIAL INFORMATION
 
Item 1.Financial Statements

 

TABLE OF CONTENTS

Page

PART 1. FINANCIAL INFORMATION

3
4

Item 1.

5

3

6
7
Item 2.

14

15

Item 3.

19

17

Item 4T4.

17

PART 2. OTHER INFORMATION

Item 1.

Legal Proceedings

18

Item 2.

Unregistered Sales of Securities and Use of Proceeds

18

Item 5.

Other Information

18

Item 6.

Exhibits

19

SIGNATURES

20

2

 

Carnegie Development, INC.

Unaudited Condensed Consolidated Balance Sheet

 

 

 

 

Sep 30,

2020

 

 

Dec 31,

2019

 

 

 

Notes

 

 

USD

 

 

USD

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

1,039

 

 

 

84

 

Construction in progress

 

 

 

 

 

10,568,691

 

 

 

-

 

 

 

 

 

 

 

10,569,730

 

 

 

84

 

 

 

 

 

 

 

 

 

 

 

 

 

Non- Current assets

 

 

 

 

 

 

 

 

 

 

 

Land

 

 

 

 

 

15,755,181

 

 

 

-

 

Goodwill

 

3

 

 

 

22,006,328

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

37,761,509

 

 

 

-

 

TOTAL ASSETS

 

 

 

 

 

 

48,331,239

 

 

 

84

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payables and accruals

 

 

 

 

 

 

3,922,543

 

 

 

230,375

 

Loan from related party

 

4

 

 

 

155,854

 

 

 

90,411

 

Credit card payable

 

 

 

 

 

 

177

 

 

 

1,724

 

 

 

 

 

 

 

 

4,078,574

 

 

 

322,510

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Promissory Notes

 

5

 

 

 

9,755,888

 

 

 

-

 

Loan from bank

 

 

 

 

 

 

11,603,564

 

 

 

-

 

Other non-current liabilities

 

 

 

 

 

 

723,237

 

 

 

-

 

EIDL from SBA

 

 

 

 

 

 

569,300

 

 

 

-

 

 

 

 

 

 

 

 

22,651,989

 

 

 

-

 

Total liabilities

 

 

 

 

 

 

26,730,563

 

 

 

322,510

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series A preferred stock: 1,000 shares authorized, par value $0.001 per share; 1,000 shares issued and outstanding on September 30, 2020 and 1,000 shares issued and outstanding on December 31, 2019

 

6

 

 

 

1

 

 

 

1

 

Series I Cumulative Convertible Preferred Stock: 100,000 shares authorized, par value $0.001 per share; 21,786 shares issued and outstanding on September 30, 2020 and Nil shares issued and outstanding on December 31, 2019,

 

6

 

 

 

22

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock: 250,000,000 shares authorized, par value $0.00001 per share, 46,203,716 shares issued and outstanding on September 30, 2020 and 41,153,156 shares issued and outstanding on December 31, 2019

 

6

 

 

 

3,532,757

 

 

 

3,532,757

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlling interests

 

 

 

 

 

 

220,063

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional paid in capital

 

6

 

 

 

21,790,242

 

 

 

3,999

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated loss

 

 

 

 

 

 

(3,942,409)

 

 

(3,859,183)

Total shareholders’ equity

 

 

 

 

 

 

21,600,676

 

 

 

(322,426)

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

48,331,239

 

 

 

84

 

See accompanying notes to financial statements.

 
3

Table of Contents

Unaudited Condensed Consolidated Statement of Operations

 

 

Three months ended

 

 

Nine months ended

 

 

 

Sept 30,

2020

 

 

Sep 30,

2019

 

 

Sep 30,

2020

 

 

Sep 30,

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Cost of revenues

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

GROSS LOSS

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and Administrative expense

 

 

(51,008)

 

 

(45,779)

 

 

(83,226)

 

 

(57,062)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FOR THE PERIOD

 

 

(51,008)

 

 

(45,779)

 

 

(83,226)

 

 

(57,062)

See accompanying notes to financial statements.

4

Table of Contents

Unaudited Condensed Consolidated Statement of Cash Flows

Nine months ended

September 30

September 30

2020

2019

Notes

USD

USD

OPERATING ACTIVITIES

Loss for the period

(83,226)

(57,062)

Adjustments for :

Working capital change :

Transfer of construction in progress

(10,568,691)

-

Change in accounts payables and accruals

3,692,167

627

Change in credit card payable

(1,546)

-

Net cash used in operating activity

(6,961,296)

(56,435)

INVESTING ACTIVITY

Transfer of Land

(15,755,181)

-

Net cash used in investing activity

(15,755,181)

-

FINANCING ACTIVITIES

Loan from related party

65,443

56,519

Transfer of Promissory Notes

9,755,888

-

Transfer of Loan from bank

11,603,564

-

Transfer of other non-current liabilities

723,237

-

Transfer of EIDL from SBA

569,300

-

Net cash from financing activities

22,717,432

56,519

Net increase in cash and cash equivalents

955

84

Cash and cash equivalents at beginning of period

84

-

Cash and cash equivalents at end of period

1,039

84

SUPPLEMENTAL DISCLOSURE:

Non-cash financing activity

Conversion of Additional paid in capital into equity share capital

-

1,142,640

Conversion of Accounts payable into equity share capital

-

120,000

See accompanying notes to financial statements.

5

Table of Contents

Unaudited Statement of shareholders’ equity

 

 

 

 

 

 

 

 

Additional

 

 

Non-

 

 

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Accumulated

 

 

paid in

 

 

controlling

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

loss

 

 

 capital

 

 

interests

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as on January 1, 2019

 

 

1,000

 

 

 

1

 

 

 

41,153,156

 

 

 

2,270,117

 

 

 

(3,536,757)

 

 

1,146,639

 

 

 

-

 

 

 

(120,000)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued

 

 

-

 

 

 

-

 

 

 

5,050,560

 

 

 

1,262,640

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,262,640

 

Converted to equity shares

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(,142,640

)

 

 

-

 

 

 

(1,142,640)

Net loss during the year

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(322,426)

 

 

-

 

 

 

-

 

 

 

(322,426)

 

 

 

��

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as on December 31, 2019

 

 

1,000

 

 

 

1

 

 

 

46,203,716

 

 

 

3,532,757

 

 

 

(3,859,183)

 

 

3,999

 

 

 

-

 

 

 

(322,426)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued for acquisition of SPEs

 

 

21,786

 

 

 

22

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

21,786,243

 

 

 

-

 

 

 

21,786,265

 

Transfer on acquisition of SPEs

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

220,063

 

 

 

220,063

 

Net loss during the year

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(83,226)

 

 

-

 

 

 

-

 

 

 

(83,226)

Balance as on September 30, 2020

 

 

22,786

 

 

 

23

 

 

 

46,203,716

 

 

 

3,532,757

 

 

 

(3,942,409)

 

 

21,790,242

 

 

 

220,063

 

 

 

21,600,676

 

See accompanying notes to financial statements.

6

Table of Contents

Notes on Accounts for the 3rd quarter ended September 30, 2020

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Carnegie Development Inc (the “Company” or the “Parent Company”), is a publicly trading company under the symbol, “CDJM”

The company website is https://www.carnegie-development.com/

This Company was previously known as:

·

Escue Energy Inc until July 1, 2019

o

State of incorporation changed from Delaware to Nevada in 2015

·

eDoorways Corporation,Inc. until 2015

·

M Power Entertainment, Inc. until 2007

·

GK Intelligent Systems, Inc. until 2005

·

Technicraft Financial, Ltd. until 1994

·

Incorporated in Delaware in February 1988

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

On Friday 5th June 2020, FINRA approved the name change as well as the symbol change. The new CUSSIP is 14350V108

The Company, and its Special Purpose Entities are engaged principally in the ownership, management, development, and operation of real estate development activities

On September 30, 2020, the Company acquired 99% of the Membership Interest ownership of six Special Purpose Entities (the “SPE”) in exchange of (a) Promissory Notes carrying an interest at the rate of 6% payable on or before September 30, 2025 and (b) 21,786 Shares of Series I Cumulative Convertible Preferred Stock.

The Group comprises of the Company and the following Special Purpose Entities:

Effective

Beneficial

Ownership

Principal Activity

 
PART II.

126 Villita LLC

OTHER INFORMATION

99%

Real Estate Development

 

D4AVEG, LLC,

99%

Real Estate Development

 
Item 1.

D4KL LLC

19
Item 2.

99%

20
Item 3.

20
Item 4.20
Item 5.20
Item 6.20

Real Estate Development

 
SIGNATURES

Mansion Apartment Homes at Maine Creek LLC

99%

Real Estate Development

 

Ridgeview Addition LLC

99%

Real Estate Development

 

Villita Towers LLC

99%

Real Estate Development

 
-2-

PART I - FINANCIAL INFORMATION

                       ITEM 1.  FINANCIAL STATEMENTS

eDOORWAYS CORPORATION 
BALANCE SHEETS
 
(Unaudited) 
  
 June 30, December 31, 
 2008 2007 
ASSETS    
CURRENT ASSET – Cash$594 $45,647 
       
Fixed assets, net of accumulated depreciation of $1,937 and $1,660, respectively 3,612  3,889 
Deferred financing costs, net of accumulated amortization of $311,722 and $218,052, respectively 121,679  215,686 
Deposits 2,000  9,211 
       
TOTAL ASSETS$127,885 $274,433 
       
LIABILITIES AND STOCKHOLDERS' DEFICIT      
       
CURRENT LIABILITIES      
Accounts payable - trade$788,126 $450,651 
Stock payable 205,185   
Accrued expenses 1,171,496  1,074,587 
Accrued expenses – related parties 177,982   
Notes payable 117,000  102,000 
Convertible debentures, 6%, net of discount of $1,461,142 and $1,811,528, respectively 780,042  434,826 
Convertible debenture derivative liability 12,212,792  2,805,523 
       
TOTAL LIABILITIES 15,452,623  4,867,587 
       
Commitments and contingencies     -
       
STOCKHOLDERS' DEFICIT      
Series A convertible preferred stock, $0.001 par value per share; 7,000,000 shares authorized, none issued -  - 
Series B convertible preferred stock, $0.001 par value per share; 1,100,000 shares authorized, none issued -  - 
Series C convertible preferred stock, $0.001 par value per share; 1,000,000 shares authorized, 1,000,000 and -0- shares issued and outstanding, respectively  1,000  - 
Series D preferred stock, $0.001 par value per share; 1,000 shares authorized, issued and outstanding 1  1 
Common stock, $0.001 par value per share; 990,899,000 shares authorized; 188,850,146  and 13,318,846 shares issued and outstanding, respectively 188,850  13,318 
Additional paid-in capital 65,064,265  62,818,788 
Accumulated deficit (80,578,854)  (67,425,261)
Total stockholders' deficit (15,324,738)  (4,593,154)
       
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT$127,885 $274,433 

Going concern

The accompanying notesGroup has an accumulated deficit of $ 3,942,409 as on the reporting date and there was no revenue since inception.

The Group is also seeking debt or equity financing to fund its development plan although no financing arrangements are an integral partcurrently in place and the Group can provide no assurance that financing will be available on acceptable terms. However, the management believes that the actions for (a) obtaining the additional funds and (b) implementing its strategic plans, provide the opportunity for the Group to continue as a going concern.

7

Table of Contents

Basis of thesePresentation

These condensed financial statements.


-3-



eDOORWAYS CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
        
  
For The Three Months Ended
June 30,
 
For The Six Months Ended 
June 30,
  2008 2007 2008 2007
         
REVENUE $ - $            - $ - $             -
         
OPERATING EXPENSES        
Depreciation and amortization  138  139  277  277
Compensation expense  122,008  122,500  602,000  252,500
Professional fees  66,444  35,870  74,227  143,783
General and administrative  2,016,461  169,057  2,353,102  214,623
Total operating expense  2,205,051  327,566  3,029,606  611,183
             
LOSS FROM OPERATIONS  (2,205,051) (327,566)  (3,029,606) (611,183)
             
OTHER INCOME (EXPENSES)            
Interest expense  (274,402) (180,746)  (547,729) (341,337)
Loss on derivative liability  (6,609,111) (1,288,059)  (9,411,758) (622,440)
Loss on debt settlement  (157,500 -  (164,500) -
Total other expenses  (7,041,013) (1,468,805) ��(10,123,987) (963,777)
             
NET LOSS $(9,246,064)$(1,796,371) $(13,153,593)$(1,574,960)
             
LOSS PER SHARE – Basic and diluted $(0.07)$(16.09) $(0.15)$(18.75)
             
 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING – Basic and diluted
  136,610,923  111,646  90,631,917  84,018
The accompanying notes are an integral part of these financial statements.
-4-



eDOORWAYS CORPORATION
STATEMENT OF STOCKHOLDERS’ DEFICIT
For The Six Months Ended June 30, 2008
(Unaudited)

                  
       Additional   Total
 Series C Preferred Stock Series D Preferred Stock Common Stock Paid-in Accumulated Stockholders’
 Shares Amount Shares Amount Shares Amount Capital Deficit Deficit
Balance –December 31, 2008- $       - 1,000 $     1 13,318,846 $   13,318 $ 62,818,788 $ (67,425,261) $  (4,593,154)
                  
Preferred stock issued for services and compensation1,000,000 1,000 - - - - 139,000  140,000
Common stock issued for services and compensation- - - - 143,431,300 143,432 1,291,666  1,435,098
Common stock issued for debt conversions- - - - 32,100,000 32,100 805,570  837,670
Fair value of derivatives converted to equity- - - - - - 4,489  4,489 
Debt discount on convertible debt- - - - - - 4,752  4,752
Net loss- - - - - - - (13,153,593) (13,153,593)
                  
Balance - June 30, 20081,000,000 $   1,000 1,000 $     1 188,850,146 $  188,850 $ 65,064,265 $ (80,578,854) $ (15,324,738)



The accompanying notes are an integral part of these financial statements.
-5-


eDOORWAYS CORPORATION
STATEMENTS OF CASH FLOW
(Unaudited)
 Six Months Ended June 30,
 20082007
CASH FLOWS FROM OPERATING ACTIVITES  
 
Net loss
 $
        
(13,153,593)
 $ 
(1,574,960)
Adjustments to reconcile net loss to net cash used in operating activities    
Depreciation and amortization expense 277  277 
Amortization of deferred financing costs 94,007  
Amortization of note payable discount 355,138  
Preferred stock and common stock issued for services 1,575,098  
Notes payable issued for services 665,000  
Change in fair value of derivative 9,411,758  622,441 
Loss on conversion of note payable 164,500  
Non-cash interest expense 98,584  352,389 
Cancellation of stock issued for services  (29,000)
Changes in operating assets and liabilities:    
Deposits 7,211  (3,849)
Accounts payable and accrued expenses 335,800  14,040 
Accounts payable and accrued expenses - related parties 177,982  
Stock payable 205,185  
     
Net cash used in operating activities (63,053) (618,663)
     
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from issuance of new debt 18,000  148,500 
     
NET DECREASE IN CASH (45,053) (470,163)
     
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 45,647  728,393 
     
CASH AND CASH EQUIVALENTS, END OF PERIOD $594 $258,230 
     
Cash paid for:    
Interest $$
Taxes $
  $   
Non cash investing and financing transactions:    
Conversion of derivative liability $4,489 $111,044 
Common stock issued to convert debt $837,670 $87,871 
Discount on issuance of convertible debt $4,752 $
The accompanying notes are an integral part of these financial statements.

-6-
eDOORWAYS CORPORATION
Notes to Financial Statements
 (Unaudited)

NOTE 1 - BASIS OF PRESENTATION
The accompanying interim financial statements of eDOORWAYS CORPORATION (“eDoorways”) have been prepared by the Company in accordance with accounting principles generally accepted in the United States of AmericaGAAP for interim financial information and the applicable rules and regulations of the Securities and Exchange CommissionCommission. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The results of operations for the three and nine months ended September 30, 2020 and 2019, are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto containedincluded in eDoorways’ latestthe Company’s Annual Report filed with the SEC on Form 10-K/A10-K for the year ended December 31, 2007. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year, December 31, 2007, as reported in Form 10-K/A, have been omitted.

Certain reclassifications have been made to amounts in prior periods to conform to the current period presentation.

2019.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates


In preparingEstimates and Assumptions

The preparation of condensed financial statements in conformity with generally accepted accounting principles management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.


Basic and diluted net income (loss) per share

Basic and diluted net income (loss) per share calculations are presented in accordance with Statement of Financial Accounting Standards (“SFAS”GAAP”) 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. All common stock equivalents were excluded from the calculation of diluted loss per share as their effect would have been anti-dilutive.

Recent Accounting Pronouncements

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”, which identifies a consistent framework for selecting accounting principles to be used in preparing financial statements for nongovernmental entities that are presented in conformity with United States generally accepted accounting principles (GAAP). The current GAAP hierarchy was criticized due to its complexity, ranking position of FASB Statements of Financial Accounting Concepts and the fact that it is directed at auditors rather than entities. SFAS No. 162 will be effective November 15, 2008 which is 60 days following the United States Securities and Exchange Commission’s (SEC’s) approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The FASB does not expect that SFAS No. 162 will result in a change in current practice, and the Company does not believe that SFAS No. 162 will have an impact on operating results, financial position or cash flows.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations.” SFAS No. 141(R) replaces SFAS 141, “Business Combinations”, however it retains the fundamental requirements that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. SFAS No. 141(R) requires an acquirer to recognize the assets acquired, liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, be measured at their fair values as of that date, with specified limited exceptions. Changes subsequent to that date are to be recognized in earnings, not goodwill. Additionally, SFAS No. 141 (R) requires costs incurred in connection with an acquisition be expensed as incurred. Restructuring costs, if any, are to be recognized separately from the acquisition. The acquirer in a business combination achieved in stages must also recognize the identifiable assets and liabilities, as well as the non-controlling interests in the acquiree, at the full amounts of their fair values. SFAS No. 141(R) is effective for business combinations occurring in fiscal years beginning on or after December 15, 2008. The Company will apply the requirements of SFAS No. 141(R) upon its adoption on January 1, 2009 and is currently evaluating whether SFAS No. 141(R) will have an impact on its financial position and results of operations.

In February 2007, the FASB,issued SFAS No. 159, "The Fair Value Option for Financial Assets and Liabilities - - Including an Amendment of SFAS 115." This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in SFAS 159 are elective; however, an amendment to SFAS 115 "Accounting for Certain Investments in Debt and Equity Securities" applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS 157 "Fair Value Measurements." The Company adopted SFAS No. 159 effective January 1, 2008 and did not elect the fair value option for any existing eligible items.
In September 2006, the FASB issued SFAS 157 "Fair Value Measurements." This Statement defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  Effective January 1, 2008, eDoorways adopted SFAS 157 for fair value measurements not delayed by FSP FAS No. 157-2. The adoption resulted in additional disclosures as required by the pronouncement (See NOTE 7 - FAIR VALUE MEASUREMENTS) related to our fair value measurements for derivative liabilities but no change in our fair value calculation methodologies. Accordingly, the adoption had no impact on our financial condition or results of operations.

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NOTE 2 – GOING CONCERN

These financial statements have been prepared on a going concern basis. As of June 30, 2008, eDoorways had an accumulated deficit of $80,578,854 and a working capital deficit of $15,452,029.  The continuation of eDoorways as a going concern is dependent upon financial support from its shareholders, the ability to obtain necessary equity financing and the 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.

NOTE 3 – NOTE PAYABLE

At June 30, 2008, eDoorways had an unsecured note payable in the principal amount of $102,000.  This note is unsecured and bears interest at 18% per annum.  Accrued interest of $83,338 is included in accrued expenses at June 30, 2008.  This note was due on March 1, 2003.  It has not been repaid and is currently in default.

During the six months ended June 30, 2008, eDoorways issued promissory notes to various investors in exchange for cash proceeds of $18,000.  The notes carried no interest and had a term of 10 days.  They were convertible into common stock of eDoorways at a rate of between $0.02 and $0.033 per share during the 10-day term of the notes.

During the six months ended June 30, 2008, the holder of a $3,000 convertible note converted the debt into 1,000,000 shares of common stock.  The shares were valued at fair value on the date of settlement of $0.01 per share.  As a result, eDoorways recognized a loss on debt settlement of $7,000.

The remaining notes in the amount of $15,000 have not been repaid and are currently in default.

During the six months ended June 30, 2008, eDoorways issued promissory notes in the amount of $665,000 to various individuals and companies in exchange for services provided to the Company.  The notes carried no interest and had a term of 10 days.  They were convertible into common stock of eDoorways at a rate of between $0.006 and $0.025 per share during the 10-day term of the notes.  The holders of each of these notes elected to convert them into a total of 28,500,000 shares of common stock.  The shares were valued at fair value of the date of settlement of $822,500.  As a result, eDoorways recognized a loss on debt settlement of $157,500.

eDoorways evaluated the terms of all of the convertible notes in accordance with EITF 98-5 and EITF 00-27 and concluded that these notes did not result in a derivative.  eDoorways evaluated the terms of the convertible notes and concluded that there was a beneficial conversion feature.  The discount related to the beneficial conversion feature was valued at $4,752 at inception based on the intrinsic value of the discount.  The discount was amortized using the effective interest method over the 10-day term of the note.  The entire amount of the discount of $4,752 was charged to interest expense during the six months ended June 30, 2008.

Subsequent to the end of the period in July and September 2008, eDoorways issued notes payable to two private investors for total proceeds of $2,000.  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 $0.01 per share during the 10-day term of the note.  None of the holders elected to convert the notes into common stock.  These notes have not been repaid and are currently in default.

NOTE 4 - CONVERTIBLE DEBENTURES AND DERIVATIVE LIABILITIES

As of December 31, 2007, eDoorways had callable convertible secured notes (“Convertible Debentures”) outstanding in the amount of $2,246,354.  The Convertible Debentures were issued in several tranches between April 18, 2006 and October 25, 2007.  The Convertible Debentures bear interest at between 6.00% and 8.00%, mature between April 18, 2009 and October 25, 2010, and are convertible into shares of our common stock at 50% of the average of the lowest three (3) trading prices for our shares of common stock during the twenty (20) trading day period prior to conversion.

In connection with the Convertible Debentures, eDoorways had issued warrants to purchase 10,024,081 shares of its common stock at exercise prices between $0.0001 and $200 per share.  The warrants were issued with an initial term of seven years.

eDoorways had previously evaluated the Convertible Debentures and the warrants under SFAS No. 133 "Accounting for Derivatives" and EITF 00-19 "Accounting for Derivative Financial Instruments Indexed to and Potentially Settled in a Company's Own Stock".  eDoorways determined the convertible debentures contained an embedded derivative for the conversion option and the warrants qualified as free standing derivatives.  The conversion option allows for an indeterminate number of shares to potentially be issued upon conversion.  This results in eDoorways being unable to determine with certainty they will have enough shares available to settle any and all outstanding common stock equivalent instruments.  eDoorways would be required to obtain shareholder approval to increase the number of authorized shares needed to share settle those contracts.  Because increasing the number of shares authorized is outside of eDoorways’ control, this results in these instruments being classified as liabilities under EITF 00-19 and as derivatives under SFAS No. 133.

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The impact of the application of SFAS No. 133 and EITF 00-19 on the balance sheets as of June 30, 2008 and December 31, 2007 and the impact on the statement of operations for the six months ended June 30, 2008 are as follows:

 June 30, 2008December 31, 2007Gain (loss) 
Embedded derivative – Convertible Debentures$  11,912,309$  2,715,417$  (9,201,381)(a)
Freestanding derivative – Warrants300,48390,106(210,377) 
  Total$  12,212,792$  2,805,523$  (9,411,758) 



(a)  During the six months ended June 30, 2008, the holders of the Convertible Debentures elected to convert principal in the amount of $5,170 into 2,600,000 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.

The derivatives were valued using the Black-Scholes Option Pricing Model.  The variables used in the valuation of these derivatives as of June 30, 2008 were as follows:

Volatility357% - 486%
Discount rate1.90% - 3.34%
Expected dividend rate0%
Stock price on the measurement date$   0.03
Expected term.17 – 6.32 years


During the six months ended June 30, 2008, the holders of the Convertible Debentures elected to convert principal in the amount of $5,170 into 2,600,000 shares of common stock.  Subsequent to June 30, 2008, the holders elected to convert principal in the amount of $600 into 100,000 shares of common stock.

During April 2008, eDoorways received notice of default from the holders of its convertible debentures, because eDoorways had not issued shares of common stock based on conversion notices from the holders of the Convertible Debentures. On August 29, 2008 and amended January 26, 2009, eDoorways and the holders of the Convertible Debentures entered into a repayment agreement on the notes (“New Notes”).  Under the terms of the New Notes eDoorways will be required to make monthly payments in the following amounts beginning April 6, 2009:

  Monthly Amount Total Each Period
Month 1-3 $   37,782 $    113,346
Month 4-6 53,976 161,928
Month 7-12 80,963 485,778
Month 13-24 134,939 1,619,268
Month 25-36 242,890 2,914,680
  Total   $  5,295,000




Under the terms of the New Notes, eDoorways will have no obligation to issue shares of its common stock or to make any payments other than those listed above.  If eDoorways makes all payments as required, the Convertible Debentures will be considered paid in full.  If eDoorways fails to make any payment required by the New Notes, the New Notes will be considered to have never been executed and the Convertible Debentures would remain in effect.

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eDoorways determined that this modification of the terms of the existing debt represented a troubled debt restructuring, because eDoorways was experiencing financial difficulties and the lenders granted a concession to the Company based on a comparison of the effective interest rate of the Convertible Debentures and the New Notes.  The total undiscounted future cash payments of the New Notes compared with the carrying amount of the Convertible Debentures as of August 29, 2008 is as follows:


Amount
Principal amount of Convertible Debentures$2,240,584 
Fair value of embedded derivative liability4,153,336 
Accrued interest on Convertible Debentures290,351 
Less:
Unamortized deferred financing costs(82,954)
Unamortized discount(1,298,627)
Carrying amount of Convertible Debentures5,302,690 
Less: Expected future cash flow under New Notes(5,295,000)
Gain on extinguishment of debt$7,690 

During the third quarter, in accordance with SFAS No. 15, eDoorways will reduce the carrying amount of the Convertible Debentures to an amount equal to the total future cash payments specified by the New Notes and will recognize a gain on the restructuring of debt in the amount of $7,690.  All cash payments under the terms of the New Notes will be accounted for as reductions of the carrying amount of the New Notes and no interest expense shall be recognized.

 NOTE 5 - 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 June 30, 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 has been accrued in our financial statements under the heading "accrued expenses."

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.  No specific dollar amount was claimed by Ms. Slater but the court on December 29, 2006 granted our Special Exceptions and she amended her petition alleging the amount she sought in damages along with certain other pleading requirements.   The pre-lawsuit demand was for payment of $15,785.   Trial was held on this matter in November 2007.  On December 31, 2007 the court awarded Deanna S. Slater the sum of $3,400 and $5,000 to her attorneys. We recorded the amount of $8,400 in our Financial Statements as of December 31, 2007 and June 30, 2008.

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' accomplishments related to eDoorways initiative in 2007; and, d) eDoorways will issue 750,000 (seven hundred fifty thousand) shares of Series C convertible preferred stock (See Note 6 – Stockholder’s Equity) to be issued in the name of The Kimmons Family Partnership, LTD as a signing bonus to be given to Executive at the time the employment agreement was executed on January 1, 2008.

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 $105,000, based on the market value of the stock on the date of issuance.  The Series C convertible preferred stock was valued using a market value equivalent of twenty shares of common stock.  eDoorways recorded the value of the common stock and preferred stock as compensation expense.

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During the six months ended June 30, 2008, Mr. G. Kimmons received an additional 4,062,500 shares of common stock and $28,600 in cash in partial settlement of amounts owed under this contract.  As of June 30, 2008, accrued compensation and expense reimbursements of $116,482 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 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.  In addition, he received a bonus of $30,000 which was paid in stock and an additional bonus of 500,000 shares of common stock.  During the six months ended June 30, 2008, Mr. L. Kimmons received 10,250,000 shares of common stock and $5,000 in cash in partial settlement of amounts owed under this contract.  As of June 30, 2008, accrued compensation of $33,000 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 six months ended June 30, 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 June 30, 2008, accrued director compensation of $28,500 was included in accrued expenses to related parties.
Ajene Watson.  On March 10, 2008, we entered into a consulting agreement with Ajene Watson, an individual consultant 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 $150,000 in 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 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 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 at the then current fair value of the equity of $0.005 a share on March 11, 2008 or $255,000 in aggregate. This amount was recorded as stock compensation expense during the 90 days following March 11, 2008.

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, 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. If the per share price of the Compensation equates to less than $0.007, eDoorways shall issue the Maximum shares of 2,785,714 and pay the deficit in cash within 30 days. The first payment was due on April 1, 2008.

3.  3% or $1,500 of the monthly compensation shall be paid in cash on the first business day of each month.

During the six months ended June 30, 2008, eDoorways issued a total of 31,290,675 shares of common stock in payment for services under the agreement.  The shares were valued at $402,410 which was included in general and administrative expense.  At June 30, 2008, eDoorways owed an additional 33,957,936 shares of common stock which were valued at $205,185 and are included in stock payable.


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NOTE 6 - STOCKHOLDERS’ EQUITY

Preferred Stock

On November 30, 2007, eDoorways amended its Articles of Incorporation to include the following authorized shares:

Number of authorized shares
Series A Convertible Preferred Stock7,000,000
Series B Convertible Preferred Stock1,100,000
Series C Convertible Preferred Stock1,000,000
Series D Preferred Stock1,000
Common stock990,899,000
Total authorized shares1,000,000,000


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;
·  Automatically convert one year after issuance to 20 common shares; and
·  Not be subject to reverse stock splits and other changes to the common stock of eDoorways.

In March 2008, we issued 250,000 shares of Series C convertible preferred stock in exchange for services and recorded consulting expense of $35,000.

In addition, in the first quarter of 2008 we issued 750,000 shares of Series C convertible preferred shares to Gary Kimmons, our CEO.  The shares were valued at $105,000 based on the market value of the common stock that it could be converted into.  This amount was recorded as compensation expense during the six months ended June 30, 2008.

Common stock

During the six months ended June 30, 2008, the holders of the Convertible Debentures elected to convert principal in the amount of $5,170 into 2,600,000 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 six months ended June 30, 2008, the holders of notes payable in the amount of $668,000 elected to convert their notes into 29,500,000 shares of common stock valued at $832,500 at the date of conversion.

During the six months ended June 30, 2008, eDoorways issued 48,687,500 shares of common stock to directors and officers of eDoorways for compensation.  The shares were valued at $423,563.

During the six months ended June 30, 2008, eDoorways issued a total of 94,743,800 shares of common stock to various consultants for services performed.  The shares were valued at $1,011,535 based on the market value of the stock on the measurement date of the transactions and recorded as share-based compensation expense.

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NOTE 7 – FAIR VALUE MEASUREMENTS

eDoorways’ convertible debenture derivative liability is measured at fair value in the financial statements.  eDoorways’ financial assets and liabilities are measured using input from three levels of the fair value hierarchy. A financial asset or liability classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels are as follows:

Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that eDoorways has the ability to access at the measurement date.

Level 2 – Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 – Unobservable inputs reflect eDoorways’ judgments about the assumptions market participants would use in pricing the asset of liability since limited market data exists.  eDoorways develops these inputs based on the best information available, using internal and external data.

The following table presents eDoorways’ assets and liabilities recognized in the balance sheet and measured at fair value on a recurring basis as of June 30, 2008:
  Input Levels for Fair Value Measurements
Description Level 1 Level 2 Level 3 Total
Liabilities:        
  Convertible debenture derivative liability $         -  $  12,212,792 $         -  $  12,212,792
  $         -  $  12,212,792 $         -  $  12,212,792

The fair value of the convertible debenture liability is determined using quoted stock prices, externally developed and commercial models (specifically the Black-Scholes option pricing model), with internal and external fundamental data inputs.  Stock price quotes are obtained from independent stock quotation services.

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The following discussion and analysis compares our results of operations for the three and six months ended June 30, 2008 to the same period in 2007.  This discussion and analysis should be read in conjunction with our condensed financial statements and related notes included elsewhere in this report, and our Form 10-K/A for the year ended December 31, 2007.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Report on Form 10-Q contains forward-looking statements, including, without limitation, statements concerning possible or assumed future results of operations and those preceded by, followed by or that include the words "believes," "could," "expects," "intends" "anticipates," "will", or similar expressions. Our actual results could differ materially from these anticipated in the forward-looking statements for many reasons including the risks described in our 10-K/A for the period ended December 31, 2007 and elsewhere in this report. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and our future results, levels of activity, performance or achievements may not meet these expectations. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results.

Overview

As of December 31, 2007, we had callable convertible secured notes (“Convertible Debentures”) outstanding in the principal amount of $2,246,354.  The Convertible Debentures were issued in several tranches between April 18, 2006 and October 25, 2007.  The Convertible Debentures bore interest at between 6.00% and 8.00%, matured between April 18, 2009 and October 25, 2010, and were convertible into shares of our common stock at 50% of the average of the lowest three (3) trading prices for our shares of common stock during the twenty (20) trading day period prior to conversion.

In connection with the Convertible Debentures, we had issued warrants to purchase 10,024,081 shares of our common stock at exercise prices between $0.0001 and $200 per share.  The warrants were issued with an initial term of seven years.

We had previously evaluated the Convertible Debentures and the warrants under SFAS 133 "Accounting for Derivatives" and EITF 00-19 "Accounting for Derivative Financial Instruments Indexed to and Potentially Settled in a Company's Own Stock".  We determined the convertible debentures contained an embedded derivative for the conversion option and the warrants qualified as free standing derivatives.  The conversion option allows for an indeterminate number of shares to potentially be issued upon conversion.  This results in our being unable to determine with certainty that we will have enough shares available to settle any and all outstanding common stock equivalent instruments.  We would be required to obtain shareholder approval to increase the number of authorized shares needed to share settle those contracts.  Because increasing the number of shares authorized is outside of our control, this results in these instruments being classified as liabilities under EITF 00-19 and as derivatives under SFAS 133.

During the six months ended June 30, 2008, the holders of the Convertible Debentures elected to convert principal in the amount of $5,170 into 2,600,000 shares of our common stock.

During April 2008, we received notice of default from the holders of the convertible debentures, because we had not issued shares of common stock based on conversion notices from the holders of the Convertible Debentures. On August 29, 2008 and amended January 26, 2009, we entered into a repayment agreement with the holders of the Convertible Debentures on the notes (“New Notes”).  Under the terms of the New Notes, we will be required to make monthly payments in the following amounts beginning April 6, 2009:

  Monthly Amount Total Each Period
Month 1-3 $   37,782 $    113,346
Month 4-6 53,976 161,928
Month 7-12 80,963 485,778
Month 13-24 134,939 1,619,268
Month 25-36 242,890 2,914,680
  Total   $  5,295,000

Under the terms of the New Notes, we will have no obligation to issue shares of our common stock or to make any payments other than those listed above.  If we make all payments as required, the Convertible Debentures will be considered paid in full.  If we fail to make any payments required by the New Notes, the New Notes will be considered to have never been executed and the Convertible Debentures would remain in effect.

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We determined that this modification of the terms of the existing debt represented a troubled debt restructuring, because we were experiencing financial difficulties and the lenders granted a concession to us based on a comparison of the effective interest rate of the Convertible Debentures and the New Notes.  We compared the total undiscounted future cash payments of the New Notes with the carrying amount of the Convertible Debentures as of August 29, 2008 as follows:

Amount
Principal amount of Convertible Debentures$2,240,584 
Fair value of embedded derivative liability4,153,336 
Accrued interest on Convertible Debentures290,351 
Less:
Unamortized deferred financing costs(82,954)
Unamortized discount(1,298,627)
Carrying amount of Convertible Debentures5,302,690 
Less: Expected future cash flow under New Notes(5,295,000)
Gain on extinguishment of debt$7,690 

During the third quarter, in accordance with SFAS No. 15, we will reduce the carrying amount of the Convertible Debentures to an amount equal to the total future cash payments specified by the New Notes and will recognize a gain on the restructuring of debt in the amount of $7,690.  All cash payments under the terms of the New Notes will be accounted for as reductions of the carrying amount of the New Notes and no interest expense shall be recognized.

We believe that the modification of the Convertible Debentures will better position us to secure additional funding to execute our plan of operations.

Twelve Month Plan of Operations

During the next 12 months, we will direct our resources to the development, branding, and launch of the eDOORWAYS web service offering.  This includes both the Business-to-Consumer (“B to C”) and Business-to-Business (“B to B”) versions of eDOORWAYS. We will enter into strategic alliances, form joint ventures and acquire interests in companies whose products and services integrate into the eDOORWAYS portal.

As the transition to the eDOORWAYS business model has proceeded, we have raised $2.415 million in capital, and plan on receiving another $3 million in the first quarter of 2009.  If the plan as outlined is achieved within 12 months, we will have raised approximately $5 million for working capital and $5 million for deployment of the B to C version of the eDOORWAYS Internet service offering.

The corporate relationships between us, subsidiaries, joint ventures and strategic alliances will be collaborative, but decentralized so that shared functions, such as accounting are efficient, but existing, successful operations will continue without significant adjustment. New operations will require significant management and professional resources.

We have raised $2.415 million in capital, and hope to secure another $3 million in the first quarter of 2009 for working capital.  Without this funding and considering our current cash balance of $594, we do not have enough working capital to continue operations.  If raised, the additional $3 million would be allocated as follows: $1 million will be used for completion of the B to C version of eDOORWAYS, $500,000 for its launch starting in Austin, Texas and the remaining balance will be used for expenses such as general and administrative, marketing, and consulting.  The remainder of 2008 has been devoted to the testing and preparing for the soft launch of the B to C version of the service offering, transitioning into the national launch, initiating development of phases II and III of eDOORWAYS, and pursuing the B to B version.

A goal has been set to raise investment capital of $10 million in 2009 through funding acquisitions, joint ventures and strategic alliances to be used in the business to increase working capital, boost staffing, and purchase fixed assets such as a building and server farm.  The increase in staffing is projected to be as follows: production - 6 employees, general and administrative - 3 employees, sales and marketing - 6 employees.
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The $10 million of capital, if acquired, would be used as follows:

(a)  eDOORWAYS B to C Initial Launch in Austin ($1.5 million)
·  General & Administrative
·  Marketing
·  Site Development & Technology Infrastructure
·  Furniture Fixtures & Equipment
·  Facilities & Office
·  Compensation
·  Working Capital
·  Reserve for Contingencies

(b)  eDOORWAYS B to C National Launch ($5 million)
·  General & Administrative
·  Marketing
·  Site Development & Technology Infrastructure
·  Furniture Fixtures & Equipment
·  Facilities & Office
·  Compensation
·  Working Capital
·  Reserve for Contingencies

(c)  Retire outstanding notes payable ($3.5 million)

Product Development
Our objective is to complete testing of Phase I of the eDOORWAYS B to C web service offering during the remainder of 2008 in preparation for a "soft launch" in Austin, Texas early in 2009.  It's also our objective to initiate development of Phases II and III of the eDOORWAYS B to C service offering during the first quarter of 2009, with a goal of completing one or both by the end of the 2009 calendar year.  Also, in the second quarter of 2009, we hope to complete development of a B to B version of eDOORWAYS.

Pre-launch Organization and Planning
Planning and organizing activities for the establishment of Austin, Texas as the operational headquarters of eDOORWAYS Corporation, as well as for the "soft launch" of the B to C version early in 2009.

Marketing/Deployment of the eDOORWAYS'  "B to C" Service Offering
Applied Storytelling, our brand development consultant, has established an objective of completing our B to C marketing and deployment strategy in the first quarter of 2009.
Development of the Brand Platform
Applied Storytelling has been engaged to create the eDOORWAYS brand identity, it's positioning strategy, and platform.  These activities are scheduled to be completed in the first quarter of 2009 in advance of our "soft launch."

Entertainment Vertical Market Development
Ajene Watson, an entertainment marketing consultant in New York City, has established a goal of creating a business plan and an operational division for the entertainment vertical market in the first quarter of 2009.

eDOORWAYS B to C Version National Launch
It is our objective to execute a national launch of the B to C version of eDOORWAYS during the second quarter of 2009.

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Recent Events
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 $105,000, 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 as compensation expense at issuance.  The value of the Series C convertible preferred stock was recorded as deferred stock compensation at the date of issuance and is being amortized over one year.  The Company recognized compensation expense of $78,750 related to the Series C Preferred Stock during the nine months ended September 30, 2008.

The 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 $105,000, 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 compensation expense.

During the six months ended June 30, 2008, Mr. G. Kimmons received an additional 4,000,000 shares of common stock and $28,600 in cash in partial settlement of amounts owed under this contract.  As of June 30, 2008, accrued compensation and expense reimbursements of $116,482 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 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 six months ended June 30, 2008, Mr. L. Kimmons received 10,250,000 shares of common stock and $5,000 in cash in partial settlement of amounts owed under this contract.  As of June 30, 2008, accrued compensation of $33,000 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 six months ended June 30, 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 June 30, 2008, accrued director compensation of $28,500 was included in accrued expenses to related parties.
Ajene Watson.  On March 10, 2008, we entered into a consulting agreement with Ajene Watson, an individual consultant 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 $150,000 in 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 share or 42,000,000 share s and a non-refundable equity retainer of $45,000 in restricted stock at a price of $0.005 per 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.

The Company valued those shares at the then current fair value of the equity of $0.005 a share on March 11, 2008 or $255,000 in aggregate. This amount was recorded as stock compensation expense during the 90 days following March 11, 2008.

Beginning April 1, 2008, the Company 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, 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 the Company’s 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. If the per share price of the Compensation equates to less than $0.007, the Company shall issue the Maximum shares of 2,785,714 and pay the deficit in cash within 30 days. The first payment was due on April 1, 2008

3.  3% or $1,500 of the monthly compensation shall be paid in cash on the first business day of each month.

During the six months ended June 30, 2008, the Company issued a total of 31,290,675 shares of common stock in payment for services under the agreement.  The shares were valued at $402,410 which was included in general and administrative expense.  At June 30, 2008, the Company owed an additional 33,957,936 shares of common stock which were valued at $205,185 and are included in stock payable.

During the six months ended June 30, 2008, we have issued promissory notes to various individuals for loans to obtain operating cash.  The amounts of these notes total $28,800.

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Off-Balance Sheet Arrangements

None.

Critical Accounting Policies
Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Note 1 of the Notes to Financial Statements describes the significant accounting policies used in the preparation of the financial statements. Certain of these significant accounting policies are considered to be critical accounting policies, as defined below. We do not believe that there have been significant changes to our accounting policies during the period ended June 30, 2008, as compared to those policies disclosed in the December 31, 2007 financial statements.
A critical accounting policy is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. Specifically, critical accounting estimates have the following attributes: 1) we are required to make assumptions about matters that are highly uncertain at the time of the estimate; and 2) different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations.
 Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the financial statements as soon as they became known. Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our financial statements are fairly stated in accordance with accounting principles generally accepted in the United States, and present a meaningful presentation of our financial condition and results of operations. We believe the following critical accounting policies reflect our more significant estimates and assumptions used in the preparation of our financial statements:
Use of Estimates – These financial statements have been prepared in accordance with accounting principles generally accepted in the United States and, accordingly, require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, at the datedisclosure of the financial statementscontingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Specifically, our management has estimated variables usedyear. The Company considered impacts to calculateits estimates related to COVID-19, as appropriate, within its unaudited condensed consolidated financial statements and there may be changes to those estimates in future periods. The Company believes that its accounting estimates are appropriate after considering the Black Scholes model calculations used to value derivative instruments discussed below under "Valuationincreased uncertainties surrounding the severity and duration of Derivative 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, the useful lives of our fixed assets and our allowance for bad debts.COVID-19 pandemic. Actual results could differ from those estimates.
RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE

Principles of Consolidation

The accompanying Condensed Consolidated Financial Statements include the accounts of the Company, the Company’s SPEs with the calculations of the controlling interest in the SPEs by the Company, in which calculations the Company determined to be a primary beneficiary of a variable interest entity (“VIE”) in accordance with the Consolidation guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). All inter-company balances and transactions have been eliminated in consolidation. The information presented in the accompanying Condensed Consolidated Financial Statements is unaudited and reflects all adjustments which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods presented, and all such adjustments are of a normal recurring nature. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited Annual Report on Form 10-K for the year ended December 31, 2019 (the “10-K”), as certain disclosures in this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008 AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2007.


There2020, that would duplicate those included in the 10-K are not included in these Condensed Consolidated Financial Statements

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Group considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Construction in progress

Construction in progress is stated at cost. Cost comprises the cost incurred during the development of the project, including:

i.

the costs incurred on development works, construction, etc., together with the costs of ancillary activities; and

ii.

the cost of various design and other technical studies, infrastructure design and master planning conducted in connection with the project, together with all other expenses incurred in connection therewith.

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Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets until such time as the assets are substantially ready for their intended use. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

Accounts payables

Accounts payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non- current liabilities.

Accounts payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.

Borrowings

Long term loans are recognized initially at fair value, net of transaction costs incurred. Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Concentration of Credit Risks

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

The Group’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 revenuescash balances in excess of federally insured limits

Fair Value of Financial Instruments

The Group 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

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.

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The Group 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 and loan from related party approximate their fair value due to the short maturity of these items.

Revenue Recognition

The Group 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 Group has not earned any revenue.

Advertising

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

Share-Based Payment

The Group 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.

Fair Value Measurements

For certain financial instruments, including cash and cash equivalents, credit card payable, accounts payable and loan from related party, the carrying amounts approximate fair value due to their relatively short maturities.

The Group 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 balance sheet for current liabilities 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.

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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 Group 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 Group chose not to elect the option to measure the fair value of eligible financial assets and liabilities.

Provisions

Provisions are recognized when the Group 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.

Net Income per Share

The Group 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.

3. GOODWILL

Group acquired a goodwill in the current year on acquisition of six Special Purpose Entities by acquiring 99% shares in exchange for the consideration.

Goodwill was derived by deducting total value of liabilities of SPEs taken over by the Company, from total value of SPEs at which they are acquired.

The Company issued 21,786 Series I Cumulative Convertible Preferred Stock, at issue price of $1 having liquidation value of $ 1000 per share.

4. LOAN FROM RELATED PARTY

A short-term loan was extended by a related party to finance working capital requirements of the Company. The loan is unsecured, and non- interest bearing, with no set terms of repayment.

5. NOTE PAYABLE

The Company issued Promissory Note as part of acquisition of six Special Purpose Entities, in exchange of the existing Promissory Notes signed by these six Special Purpose Entities. The note payable is payable on demand, maturing on September 30, 2025, bearing interest rates of 6% per annum, payable quarterly. The Note is to be secured by a Collateral Pledge of the Interest to and in favor of Transferor of all six SPEs.

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6. 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 46,203,716 as on the reporting date. Past dues were settled by share issuance as reflected in Statement of Shareholders equity.

Preferred Stock

Series A - [1] Designation: A series of preferred stock is hereby designated as Series A Preferred Stock. [2] Liquidation Preference: The holders of the 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

Series I - [1] Designation: A series of preferred stock is hereby designated as Series I Cumulative Convertible Preferred Stock. [2] Par value is $0.001 per share; [3] Authorized to issue 100,000 shares; [3] Liquidation Preference: The holders of the Series I Cumulative Convertible Preferred Stock has the liquidation preference over the Junior Securities. [4] Dividends: The holders of the Series I Cumulative Convertible Preferred Stock shall be entitled to receive @ 7% per annum on the “Liquidation Value” as quarterly cumulative dividends in preference to and with priority over dividends upon all “Junior Securities” [5] Number: The number of shares is fixed at 1,000. As on the reporting date, 1,000 shares are authorized, issued and outstanding. [6] Conversion: The Series I Cumulative Convertible Preferred Stock is convertible into shares of common stock at the conversion price and at the option of the holders, either in whole or in part commencing the first business day after 30th June 2021. [7] Conversion Price:  The amount obtained by multiplying (i) 0.9 by (ii) the simple average of the daily closing price of the common stock for the 20 business days ending on the last business day of the calendar week immediately preceding the date of conversion, provided however the conversion price shall not be less than $4 (i.e. 250 common shared per $1,000 Liquidation Value) [8] Voting Rights: The Series I Cumulative Convertible Preferred Stock, collectively, are entitled to limited voting rights on select issues. [9] Liquidation value of the Series I Cumulative Convertible Preferred Stock is $1,000 per share. [10] There is currently 5 shareholders of record of the company’s Series I Cumulative Convertible Preferred Stock [11] The Series I Cumulative Convertible Preferred Stock can be redeemed at the option of the Issuer [12] On September 30, 2020 the Company issued 21,786 shares.

Additional paid in capital

Additional paid in capital attributable to Series A preferred stock is $ 3,999 and additional paid in capital is attributable to Series I Cumulative Convertible preferred stock is $21,786,243.

7. RELATED PARTY TRANSACTIONS

Related parties comprise the shareholders, directors, key management personnel of the Company, and entities controlled, jointly controlled, or significantly influenced by such parties.

The company enters transaction with related parties which arise in the normal course of business from the commercial transactions and same are approved the board.

Since 2019, this company is receiving short loan from a private business entity to pay the bills. The Chairman & the CEO of this company is also managing the private business entity which is providing the short-term loan to this company.

No remuneration was paid to any directors or members of key management during the period ended September 30, 2020 (2019: Nil).

8. INCOME TAXES

Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.

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When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained.

The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions

Tax positions that meet the more likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the grouping 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 Group’s effective tax rate to the statutory federal rate is as follows:

 Sep 30,

2020

 Dec 31,

2019

Deferred tax assets:

Net operating loss carryovers

3,942,409

3,859,183

 Stock-based compensation

-

-

Other temporary differences

-

-

Total deferred tax assets

3,942,409

3,859,183

Valuation allowance

(3,942,409)

(3,859,183)

Net deferred tax asset

-

-

9. CONTINGENCIES AND COMMITMENTS

Contingencies

Silverland Finance Ltd, Platinum Investment Corporation, Lin Zhou, Jin Wang, and Li Jun (collectively known as plaintiffs) have filed a law suit on (i) Wal1007, LLC, (ü) Wal1009, LLC, (iii) Timothy Barton, (iv) Sada Cumber, and (v) Carnegie Development, Inc. (collectively known as defendants) on November 15, 2019 in the 44th Judicial District of Texas in Dallas County, Texas, Case No DC-19-18361 and on 25th November, 2019, this Group was served with the notice of the court case. On December 30, 2019 this Group filed its (i) Plea in Abatement; (ii) Rule 91A Motion to Dismiss Plaintiff’s Original Petition (“Motion to Dismiss”); (iii) Special Exceptions and Original Answer denying the causes of action asserted against CDI, and (iv) Motion for Protective Order and Motion to Stay Discovery Pre-Trial Proceedings. Upon Plaintiffs filing an Amended Petition thereafter, this Group withdrew the Motion to Dismiss on February 5, 2020. No other material events occurred in this case since 21st March 2020.

The Management did not provide any provision for this litigation.

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Capital commitments

On September 30, 2020, the Group has no capital commitments (2019: Nil).

10. SUBSEQUENT EVENTS

On 11 March 2020, the World Health Organization made an assessment that the outbreak of a coronavirus (COVID-19) can be characterized as a pandemic. As a result, the economic and risk environment in which the Group operates has been impacted. This situation arising and any possible impact to these financial statements is considered a subsequent, non-adjusting event

The situation, including the government and public response to the challenges, continue to progress and rapidly evolve. Therefore, the extent and duration of the impact of these conditions remain uncertain and depend on future developments that cannot be accurately predicted at this stage, and a reliable estimate of such an impact cannot be made at the date of authorization of these financial statements.

11. RESTATEMENT OF PRIOR YEAR COMPARATIVES

Certain figures for the previous year were regrouped/reclassified, wherever necessary, to conform to current year’s presentation. However, such reclassifications do not have any impact on the Group’s previously reported financial results.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This MD&A (“Management’s Discussion and Analysis of Financial Condition and Plan of Operations”) is intended for understanding the historical results of operations during the accounting periods presented in this report and the financial condition. This MD&A should be read in conjunction with the related consolidated financial statements presented in this report and the accompanying notes to consolidated financial statements and contains forward-looking statements that involve risks and uncertainties. The actual results could differ materially from what is 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.

Forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

The uncertainty of profitability;

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

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

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

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

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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.

Results of Operations during the 9 months ended September 30, 2020 as compared to the same period of 9 months in the previous year 2019

There was no revenue during this period

Expenses during the current quarter are $83,226, which is a considerable increase from $57,062 as expenses of the same three months period in the previous year.

The net loss for the current quarter is $83,226, which is also a considerable increase from $57,062 as the net loss for the same three months period in the previous year.

Liquidity and Capital Resources

During the previous year, the new management completed the formalities and started with a new bank account. At the end of the previous year, the Company identified three special purpose entities engaged in the land development and construction of multi-family homes and signed up the MOU. In September 2020, the contracts were signed, and the special purpose entities are now preparing the audited financials, as required under the regulations. With the acquisition of these 6 special purpose entities, the Company may improve the liquidity in the coming years

Cash Flow from Operating Activities

Net cash used in operations for the current quarter is $ 6,961,296 as compared to $56,435 for the same period of the three months ended June 30, 2008 or 2007.


We had operating expensesin the previous year.

Cash Flow from Investing Activities

Net cash used by investing activities for the current quarter is $15,755,181 as compared to $ 0 for the same as in the same period of $2,205,051 for the three months ended June 30, 2008in the previous year.

Cash Flow from Financing Activities

Net cash provided by financing activities for the current quarter is $ 22,717,432 as compared to $327,566$ 56,519 for the comparativesame as in the same period of 2007. The primary reason for this increase was due to the increase in equity compensation to various employees and consultants for services and professional fees.


We had interest expense of $274,402 during the three months ended June 30, 2008 as compared to $180,746 for the comparative period of 2007. The interest was accrued on our unpaid accounts payable, accrued expenses and notes payable. The increase in interest expenses was the result of the 6% and 8% convertible debentures which were outstanding during the entire period ended June 30, 2008. Interest expense also includes the amortization of deferred financing cost of $57,755 and amortization of notes payable discounts of $167,378 for the three months ended June 30, 2008.

Our net loss was $9,246,064 for the three months ended June 30, 2008 compared to a loss of $1,796,371 incurred in the comparable period of 2007. This increase in our net loss was dueprevious year.

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Off-balance sheet arrangements

The company has no off-balance sheet arrangements that have or are reasonably likely to an increase in professional fees and general and administrative costs in 2008, and alsohave a loss from changes in the derivative liabilitycurrent or future effect or change on the convertible debentures.


SIX MONTHS ENDED JUNE 30, 2008 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2007.

There were nocompany’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 the six months ended June 30, 2008 or 2007.


We had operating expenses of $3,029,606 for the six months ended June 30, 2008 compared to $611,183 for the comparative period of 2007. The primary reason for this increase was due to the increase in equity compensation to various employees and consultants for services and professional fees.

We had interest expense of $547,729 for the six months ended June 30, 2008 as compared to $341,337 for the comparative period of 2007. The interest was accrued on our unpaid accounts payable, accrued expenses and notes payable. The increase in interest expenses was the result of the 6% and 8% convertible debentures which were outstanding during the entire period ended June 30, 2008. Interest expense also includes the amortization of deferred financing cost of $94,007 and amortization of notes payable discounts of $355,138 for the six months ended June 30, 2008.

Our net loss was $13,153,593 for the six months ended June 30, 2008 compared to a net loss of $1,574,960 incurred in the comparable period of 2007. This increase in our net loss was due to an increase in professional fees and general and administrative costs in 2008, and also a loss from changes in the derivative liability on the convertible debentures.

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Liquidity

During the six months ended June 30, 2008, we used cash of $63,053 in our operations compared to using $618,663 in the comparative quarter of 2007. We had cash on hand of $45,647 as of December 31, 2007 and $594 at June 30, 2008.  As reflected in the accompanying financial statements, we had a loss from operations of $3,029,606, a negative cash flow from operations of $63,053, a working capital deficiency of $15,452,029 and a stockholders’ deficiency of $15,324,738. This raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.  The Company currently does not have enough cash to continue operations for the next twelve months.

such assets.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


NotRISK.

We are a small reporting company as defined by Rule 12b(2) of the Exchange Act and are not required for a smaller reporting company.


to provide information required under this item.

ITEM 4T4 - CONTROLS AND PROCEDURES.


(a)  Evaluation of Disclosure ControlsPROCEDURES

With the change in the management, this Company is contracting to receive the administrative support and Procedures.


Under the supervision and with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), we have evaluated the effectiveness of our disclosureis planning to provide adequate controls and procedures (as defined in Rules 13a-15(e)place in due course.

For the current quarter, the Company had few transactions. The book-keeping and 15d-15(e)the financial statement preparations were handled by qualified professionals and hence this management believes that there are adequate controls and procedures for the current period covered by this report which are effective to ensure that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 (the “Act”))is (i) recorded, processed, summarized and reported within the time periods specified in the SEC s rules and forms and (ii) accumulated and communicated to the Company’s management, as appropriate to allow timely decisions regarding disclosure. It has been determined by the Company’s management that the Company has adequate segregation of June 30, 2008. Basedduties consistent with control objectives and has also adapted various accounting policies in accounting and financial reporting with respect to the requirements and application of GAAP and SEC requirements. The Company has effective controls over the financial disclosure and reporting processes.

Management s Annual Report on this evaluation, our CEOInternal Control over Financial Reporting

The management is responsible for establishing and CFO concluded that, as of June 30, 2008, our disclosure controls and procedures were not effective. This conclusion was based on the existence of the material weaknesses in ourmaintaining adequate internal control over financial reporting, previously disclosed and discussed below.

As previously disclosed in our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2007, we identified and continue to have the following

The material weakness in our internal controls over financial reporting:


Lack ofis eliminated by segregation of duties and technical accounting expertise. Ourin financial reporting, as our financial reporting and all accounting functions are performed by an external consultantexperts with noadequate oversight by a professional with accounting expertise.  Our management does not possess accounting expertise and hence

In general, there have been no changes in our system of internal controls over financial reporting during the selectioncurrent period of reporting, while the management has been constantly reviewing and applicationeliminating any area of accounting policies in accordance with generally accepted accounting principles were inadequate and constitute a material weakness in the design ofweakness. The management assertion is adequate internal control over financial reporting.  This weakness is due to the Company’s lack of working capital to hire additional staff.


ITEM Item 1. LEGAL PROCEEDINGS.

Texas Workforce Commission. On February 10, 2000, the Texas Workforce Commission placed an administrative lienLegal Proceedings.

Silverland Finance Ltd, Platinum Investment Corporation, Lin Zhou, Jin Wang, and Li Jun (collectively known as plaintiffs) have filed a law suit on us(i) Wall007, LLC, (ii) Wall009, LLC, (iii) Timothy Barton, (iv) Sada Cumber, and (v) Carnegie Development, Inc. (collectively known as defendants) on November 15, 2019 in the amount44th Judicial District of $109,024Texas in connectionDallas County, Texas, Case No DC-19-18361 and on 25th November, 2019, this company was served with a claim for unpaid compensation by our former employees.


Marathon Oil Company. 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 mitigationnotice of the damages claimcourt case. On December 30, 2019 this company filed its (i) Plea 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 "accrued expenses."

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.  No specific dollar amount was claimed by Ms. Slater but the court on December 29, 2006 granted ourAbatement; (ii) Rule 91A Motion to Dismiss Plaintiff’s Original Petition (“Motion to Dismiss”); (iii) Special Exceptions and she amended her petition allegingOriginal Answer denying the amount she soughtcauses of action asserted against CDI, and (iv) Motion for Protective Order and Motion to Stay Discovery Pre-Trial Proceedings. Upon Plaintiffs filing an Amended Petition thereafter, this company withdrew the Motion to Dismiss on February 5, 2020. No other material events occurred in damages along with certainthis case as on 21st March 2020.

There are no other pleading requirements.   The pre-lawsuit demand was for paymentpending legal proceedings to which the Company is a party or in which any director, officer or affiliate of $15,785.   Trial was held on this matter in November 2007.  On December 31, 2007 the court awarded Deanna S. SlaterCompany, or any owner of record or beneficially of more than 5% of any class of voting securities of the sum of $3,400 and $5,000 to her attorneys. We recorded the amount of $8,400 in our Financial Statements as of December 31, 2007 and June 30, 2008.


We are not aware of other claims or assessments, other than as described above, which may haveCompany, is a material adverse impact on our financial position or results of operations.
ITEM party.

Item 2. CHANGES IN SECURITIES.



RecentUnregistered Sales of UnregisteredEquity Securities

The following securities and Use of Proceeds

On September 30, 2020, Carnegie Development, Inc. (the “Issuer” or the “Company”) issued an aggregate of 21,786 Shares of its Series I Cumulative Convertible Preferred Stock to five different entities as part of the acquisition of 99% of six different limited liability companies, which are all Special Purpose Entities (“SPE”) engaged in real estate development activities in Texas or Florida, including multifamily, individual lot development and home building. Each entity receiving Shares of Series I Cumulative Convertible Preferred Stock executed and delivered a Subscription Agreement and Letter of Investment Intent, and the Shares were issued by eDOORWAYS duringin reliance upon the three month period ended June 30, 2008 and were not registeredexemption under Section 4(2) of the Securities Act.


TheAct of 1933.

Item 5. Other Information:

On September 30, 2020, the Company acquired 99% of the membership interest in each of the following securities were issued by eDoorways during the three month period ended June 30, 2008entities from five other entities in exchange for 21,786 Shares of Series I Cumulative Convertible Preferred Stock and were not registered under the Securities Act.


During the three months ended June 30, 2008, the holders of notes payablePromissory Notes in the amountoriginal Stated Principal Amount of $665,000 elected to convert their notes into 28,500,000 shares$9,755,888:

●    126 Villita, LLC, which is developing St. Mary’s Tower in San Antonio, Bexar County, Texas, a 24-story building with steel frame, stucco and glass exterior, with a flat roof; the building, when completed, will have 186,500 net rentable square feet with level 1 for office space, levels 2-6 for parking, level 7 for a pool and social deck, and levels 8-24 including 250 residential units. The building is located on a 0.492-acre tract of common stock valued.


Duringland in the city of San Antonio. The budget for the development is $62,100,000.

●    D4AVEG, LLC is developing 280 housing units consisting of 238,968 square feet on 21.68 acres located in Winter Haven, Polk County, Florida. The development budget is $40,770,000 as a non-HUD, multifamily project.

●    D4KL, LLC is developing 226 housing units on 16.17 acres of land located in Killeen, Texas. The development budget is $46,900,000.

●    Mansions Apartments at Marine Creek LLC is developing 638 housing units on a 54.166-acre tract of land located in Tarrant County, Texas. Construction is in three months ended June 30, 2008, eDoorways issued 18,687,500 sharesseparate phases, and in each phase, the development budget is approximately $42,000,000.

●    Ridgeview Additions LLC is a land development project on a 15.004-acre tract of common stock to directors and officersland located in Venus, Johnson County, Texas, which ultimately will create 54 lots, with an average lot size of eDoorways56 feet by 108 feet, for compensation.


During the three months ended June 30, 2008, eDoorways issuedan expected sale price of $955 per front foot ($53,480 per lot). 

●    Villita Towers LLC is developing 226 multifamily housing units on a total0.35-acre tract of 59,790,675 sharesland in San Antonio, Bexar County, Texas, with an estimated loan component of common stock to various consultants for services performed.


ITEM 3. DEFAULT UPON SENIOR SECURITIES

On April 14, 2008, the NIR group notified eDOORWAYS Corporation of default$66,000,000.

All of the financing agreement. It is estimated the balance outstanding with interest amountforegoing items are in varying stages of development from initial plans to approximately $3,000,000.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None



None

ITEM6.  EXHIBITS

List of Exhibits attached or incorporated by reference pursuant to Item 601 of Regulation SB.



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________

*Filed Herewith

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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Carnegie Development, Inc.

Date: February 9, 2009November 14, 2020

By:

/s/ Timothy Barton

Timothy Barton

President

 
eDOORWAYS CORPORATION
/s/ Gary Kimmons
Gary Kimmons
Chief Executive Officer and Principal Accounting Officer20