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 March 31, 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 September 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)


832-284-4276
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     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: 288,970,157May 13, 2020, there were 46,203,716 shares of common stock.


-1-

eDOORWAYS CORPORATION
FORM 10-Q
SEPTEMBER 30, 2008
INDEX

stock issued and outstanding.

 
PAGE

TABLE OF CONTENTS

Page

PART I.1.

FINANCIAL INFORMATION

Item 1.

Financial Statements

 
Item 1.Financial Statements

Balance Sheets as of September 30, 2008 and December 31, 2007 (Unaudited)

3
Statements of Operations for the Three and Nine Months Ended September 30, 2008 and 2007 (Unaudited)
4
Statement of Stockholders’ Deficit for the Nine Months Ended September 30, 2008 (Unaudited)
5
Statements of Cash Flow for the Nine Months Ended September 30, 2008 and 2007 (Unaudited)
6
Notes to Financial Statements (Unaudited)
7
Item 2.

Management's DiscussionManagement’s Discussions and Analysis of Financial Condition and Results of Operations

13

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

18

14

Item 4T4.

Controls and Procedures

18

15

 
PART II.OTHER INFORMATION

 

PART 2.

OTHER INFORMATION

 

Item 1.

Legal Proceedings

19

16

Item 1A.

Risk Factors.

16

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

19

16

Item 3.

DefaultDefaults Upon Senior Securities

19
Item 4.

Submission of matters of a Vote of Securities Holders
19
Item 5.
Other Information
19
Item 6.
Exhibits
20

16

 
SIGNATURES

Item 4.

Mine Safety Disclosures

16

 

Item 5.

Other Information

16

 

Item 6.

Exhibits

17

SIGNATURES

18

 



-2-
PART I

2

Table of Contents

Carnegie Development, INC.

Balance Sheet - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

eDOORWAYS CORPORATION
BALANCE SHEETS
(Unaudited)
 
 September 30, December 31,
 2008 2007
ASSETS   
CURRENT ASSETS   
Cash$664 $45,647
      
Fixed assets, net of accumulated depreciation of $2,076 and $1,660, respectively 3,473  3,889
Deferred financing costs, net of accumulated amortization of $-0- and $218,052, respectively -   215,686
Deposits 2,000  9,211
TOTAL ASSETS$6,137 $274,433
      
LIABILITIES AND STOCKHOLDERS' DEFICIT     
      
CURRENT LIABILITIES     
Accounts payable – trade$860,662 $450,651
Stock payable 65,150  -
Accrued expenses 917,459  1,000,429
Accrued expenses – related parties 321,043  - 
Current portion of notes payable 394,274  176,158
Convertible debentures 6%, net of discount of $-0- and $1,821,748, respectively -   434,826
Convertible debenture derivative liability -   2,805,523
Total current liabilities 2,558,588  4,867,587
      
Notes payable 5,019,726  - 
TOTAL LIABILITIES 7,578,314  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, respectively 1  1
Common stock, $0.001 par value per share; 1,000,000,000 shares authorized; 227,438,826 and 13,318,846 shares issued and outstanding, respectively 227,439  13,318
Additional paid-in capital 65,407,598  62,818,788
Accumulated deficit (73,208,215)  (67,425,261)
Total stockholders' deficit (7,572,177)  (4,593,154)
      
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT$6,137 $274,433)

The accompanying notes are an integral partUnaudited

 

 

3 months

ended

 

 

12 months

ended

 

 

 

31-Mar-20

 

 

31-Dec-19

 

 

 

Unaudited

 

 

Unaudited

 

Assets

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Bank Account

 

$84

 

 

$84

 

Total current assets

 

$84

 

 

$84

 

Total assets

 

$84

 

 

$84

 

Liabilities

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$236,290

 

 

$233,300

 

Accounts payable - Related Party

 

$67,905

 

 

$66,281

 

Accrued expenses

 

$-

 

 

$-

 

Total Current Liabilities

 

$304,194

 

 

$299,581

 

Total liabilities

 

$304,194

 

 

$299,581

 

Stockholders' Equity

 

 

 

 

 

 

 

 

Series A preferred stock: 1,000 shares authorized, par value $0.001 per share; 1,000 shares issued and outstanding on March 31, 2020 and 1,000 shares issued and outstanding on December 31, 2019, recorded @ FMV to comply with FASB ASC Topic 718 Column (e)

 

$4,000

 

 

$4,000

 

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

 

$3,532,757

 

 

$3,532,757

 

Additional Paid-in Capital

 

$-

 

 

$-

 

Retained Earnings

 

$(3,836,254)

 

$(3,536,757)

Net Loss

 

$(4,614)

 

$(288,497)

Total Liabilities & Equity

 

$84

 

 

$84

 

Note: Due to the Covid – 19 Shutdown, the Company did not get the review by the independent audit firm.

3

Table of Contents

Carnegie Development, INC.

Statement of these financial statements. 


-3-

eDOORWAYS CORPORATION
 
STATEMENTS OF OPERATIONS 
(Unaudited) 
       
 
For The Three Months Ended
September 30,
 
For The Nine Months Ended 
September 30,
 
 20082007 2008 2007 
            
REVENUE$-$- $- $- 
            
OPERATING EXPENSES       
Depreciation and amortization 139 139  416  416 
Compensation expense 147,000 41,247  749,000  293,747 
Professional fees 22,684 94,260  96,911  238,043 
General and administrative 274,292 125,285  2,627,394  339,908 
Total operating expense 444,115 260,931  3,473,721  872,114 
            
LOSS FROM OPERATIONS (444,115) (260,931)  (3,473,721) (872,114)
            
OTHER INCOME (EXPENSES)           
Interest expense (238,379) (187,410)  (786,108) (528,747)
Gain (loss) on derivative liability 8,045,443 980,613  (1,366,315) 358,173 
Gain on debt extinguishment 7,690 -  7,690  - 
Loss on debt settlement -  -  (164,500) - 
Total other income (expenses) 7,814,754 793,203  (2,309,233) (170,574)
            
NET INCOME (LOSS)$7,370,639$532,272  (5,782,954)$(1,042,688)
            
INCOME (LOSS) PER SHARE:           
Basic$0.04$2.42 $(0.05)$(8.03)
Diluted$0.03$(0.07) $(0.05)$(8.03)
            
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:           
Basic
 203,289,541 220,191  128,458,564  129,918 
Diluted
 233,160,509 17,972,937  128,458,564  129,918 
The accompanying notes are an integral partOperations – Unaudited

 

 

For 3 months ended

 

 

 

31-Mar-20

 

 

31-Mar-19

 

 

 

Unaudited

 

 

Unaudited

 

 

 

 

 

 

 

 

Net Revenues

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

Office/General Administrative Expenses

 

$-

 

 

$166

 

Dues and Subscriptions

 

$507

 

 

$-

 

Legal & Professional Services

 

$3,944

 

 

$-

 

Office Supplies & Software

 

$163

 

 

$-

 

Taxes & Licenses

 

$-

 

 

$-

 

Total operating expenses

 

$4,614

 

 

$166

 

 

 

 

 

 

 

 

 

 

Operating loss

 

$(4,614)

 

$(166)

 

 

 

 

 

 

 

 

 

Net Gain (loss)

 

$(4,614)

 

$(166)

 

 

 

 

 

 

 

 

 

Net gain (loss) attributable to common stock

 

$(4,614)

 

$(166)

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

Basic and diluted

 

$(0.0000)

 

$(0.0000)

 

 

 

 

 

 

 

 

 

Basic and diluted weighted average common shares outstanding

 

 

46,203,716

 

 

 

41,153,156

 

4

Table of Contents

Carnegie Development, INC.

Statement of these financial statements.

-4-

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


                   
             
 Series C Preferred Stock Series D Preferred Stock Common Stock Additional Paid-in Accumulated Total 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 compensation 1,000,000  1,000  -  -  -  -  139,000  -  140,000 
Common stock issued for services and compensation -  -  -  -  181,919,980  181,921  1,620,486  -  1,802,407 
Common stock issued for debt conversion -  -  -  -  32,200,000  32,200  806,070  -  838,270 
Fair value of derivatives converted to equity -  -  -  -  -  -  4,489  -  4,489 
Debt discount on convertible debt -  -  -  -  -  -  4,752  -  4,752 
Reclassification of outstanding warrants as equity -  -  -  -  -  -  14,013  -  14,013 
                            
Net loss -  -  -  -  -  -  -  (5,782,954)  (5,782,954)
                            
Balance -
September 30, 2008
 1,000,000 $1,000  1,000 $1  227,438,826 $227,439 $65,407,598 $(73,208,215) $(7,572,177)

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

-5-



eDOORWAYS CORPORATION
STATEMENTS OF CASH FLOW
(Unaudited)
  Nine Months Ended September 30,
  2008 2007
CASH FLOWS FROM OPERATING ACTIVITES    
Net loss $(5,782,954) $(1,042,688)
Adjustments to reconcile net loss to net cash used in operating activities      
Depreciation and amortization expense  416  416
Amortization of deferred financing costs  132,732  -
Amortization of note payable discount  517,653  528,747
Notes payable issued for services  665,000  -
Common and preferred stock issued for services  1,942,407  -
Change in fair value of derivative  1,366,315  (358,173)
Loss on conversion of note payable  164,500  -
Gain on extinguishment of debt  (7,690)  -
Non-cash interest expense  135,723  -
Cancellation of stock issued for services  -  (29,000)
Changes in operating assets and liabilities:      
Prepaid insurance  -  14,809
Deposits  7,211  (4,411)
Accounts payable  410,011  23,201
Stock payable  65,150  -
Accrued expenses  (2,500)  -
Accrued expenses – related parties  321,043  -
       
Net cash used in operating activities  (64,983)  (867,099)
       
CASH FLOWS FROM FINANCING ACTIVITIES      
Proceeds from issuance of new debt  20,000  148,500
       
NET DECREASE IN CASH  (44,983)  (718,599)
       
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD  45,647  728,393
       
CASH AND CASH EQUIVALENTS, END OF PERIOD $664 $9,794
       
Cash paid for:      
Interest  -  -
Taxes  -  -
       
Non cash investing and financing transactions:      
Conversion of derivative liability $4,489 $118,966
Common stock issued to convert debt $838,270 $391,290
Outstanding warrants reclassified to equity $14,013  -
Increase in derivative liabilities  - $111,044
Debt discount on convertible debt $4,752  -
Restructuring of convertible debt $5,295,000  -


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


-6-

eDOORWAYS CORPORATION
Cash Flows - Unaudited

 

 

For 3 months ended

 

 

 

31-Mar-20

 

 

31-Mar-19

 

 

 

Unaudited

 

 

Unaudited

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net Gain (loss)

 

$(4,614)

 

$(166)

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

 

 

 

 

 

 

 

 

Accounts Payable

 

$4,614

 

 

$250

 

Accrued Expenses

 

$-

 

 

$(120,000)

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

 

$-

 

 

$(119,750)

Net cash provided by operating activities

 

$-

 

 

$(119,916)

 

 

 

 

 

 

 

 

 

CASH FLOW from Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET CASH used by Investing Activities

 

$0

 

 

$0

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Additional Paid-in Capital

 

$-

 

 

$120,000

 

NET CASH used by Financing Activities

 

$-

 

 

$120,000

 

 

 

 

 

 

 

 

 

 

NET CASH INCREASE (DECREASE) For PERIOD

 

$0

 

 

$84

 

Cash, Beginning

 

$84

 

 

$0

 

Cash, Ending

 

$84

 

 

$84

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

Interest

 

$0

 

 

$0

 

Income taxes

 

$0

 

 

$0

 

5

Table of Contents

Carnegie Development, INC.

Statement of Changes in Equity (Unaudited)

 

 

Series A
Preferred Stock

 

 

Common Stock

 

 

Surplus

 

 

 

Shares

 

 

$

 

 

Shares

 

 

$

 

 

(Deficit)

 

Balance, December 31, 2018

 

 

1,000

 

 

 

4,000

 

 

 

41,153,156

 

 

 

2,270,117

 

 

$(3,536,757)

Common Stock issued

 

 

 

 

 

 

 

 

 

 

5,050,560

 

 

 

1,262,640

 

 

 

 

 

Net Income (Loss)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

$(299,497)

Balance, December 31, 2019

 

 

1,000

 

 

 

4,000

 

 

 

46,203,716

 

 

 

3,532,757

 

 

$(3,836,254)

Net Income (Loss)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

$(4,614)

Balance, March 31, 2020

 

 

1,000

 

 

 

4,000

 

 

 

46,203,716

 

 

 

3,532,757

 

 

$(3,840,868)

6

Table of Contents

Carnegie Development, Inc.

Notes to Financial Statements

(Unaudited)

as of March 31, 2020

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Carnegie Development Inc., is a publicly held trading company which has its common stock available for trading under the symbol, “ESCU”

The Company Website is http://carnegiedevelopment.net/

This Company was previously known as:

·

Escue Energy Inc until July 1, 2019

·

State of incorporation changed from Delaware to Nevada in 2015

·

eDoorways Corporation, Inc. until 2015

·

M Power Entertainment, Inc. until 2007

·

GK Intelligent Systems, Inc. until 2005

·

Technicraft Financial, Ltd. until 1994

·

Incorporated in Delaware in February 1988

NOTE 2 - BASIS OF PRESENTATION

GOING CONCERN

The Company has an accumulated deficit of $ 3,840,868 as on the reporting date and there was no revenue since inception.

The Company is currently in the process of attempting to acquire three special purpose entities (SPE) in the state of Texas. The Company is also seeking debt or equity financing to fund its development plan. No financing arrangement is currently in place. The Company provides no assurance that financing will be available on acceptable terms. However, the management believes that the actions, (a) obtaining the additional funds and (b) implementing its strategic plans, provide the opportunity for the Company to continue as a going concern.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

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

Basis of Presentation

This Company uses the enterprise reporting under the provisions of Statement of Financial Accounting Standards (“SFAS”) no. 7. The accompanying interim financial statements of eDOORWAYS CORPORATION (“eDoorways”) have beenare prepared in accordance with Generally accepted accounting principles generally accepted(“US GAAP”) in the United States of America and the rulesAmerica.

Use of the Securities and Exchange Commission and should be read in conjunction with the auditedEstimates

The preparation of financial statements and notes thereto contained in eDoorways’ latest Annual Report filed withrequires the SEC on Form 10-K/A 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 prior period amounts to conform to current period presentation.

Use of estimates

In preparing 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 the reporting amounts of revenues and expenses duringfor the reported period. Actual results couldwill differ from those estimates.

Included in these estimates are legal risks and exposures, valuation of stock-based compensation, the potential outcome of future tax consequences of events that have been recognized in the financial statement or tax returns.

Reclassification

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

Cash and Cash Equivalents

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

Concentration of Credit Risks

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

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

7

Table of Contents

Product Concentration

Effective January 2020, the Company will be focusing on four platforms to provide a strong portfolio for its shareholder:

a)

Real estate development.

b)

Fintech and Data Integrity.

c)

Digital Healthcare

d)

Impact Investment.

Fair Value of Financial Instruments

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

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

Level 1:

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

Level 2:

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

Level 3:

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

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

Additional Disclosures Regarding Fair Value Measurements

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

Revenue Recognition

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

Advertising

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

Share-Based Payment

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

8

Table of Contents

Basic and dilutedDiluted 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.

Property and Equipment

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

Depreciation expense is $0 for the reporting period.

Impairment of Long-Lived Assets and Amortizable Intangible Assets

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

Intangible Assets - Goodwill

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

Acquisitions

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

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Table of Contents

Fair Value Measurements

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

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

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

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

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

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

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

Borrowings

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

Provisions

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

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

Legal Matters

Silverland Finance Ltd, Platinum Investment Corporation, Lin Zhou, Jin Wang, and Li Jun (collectively known as plaintiffs) have filed a law suit on (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 44th Judicial District of Texas in Dallas County, Texas, Case No DC-19-18361 and on 25th November, 2019, this company was served with the notice of the court case. On December 30, 2019 this company 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 company withdrew the Motion to Dismiss on February 5, 2020. No other material events occurred in this case as on 21st March 2020.

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Table of Contents

There are no other pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, or any owner of record or beneficially of more than 5% of any class of voting securities of the Company, is a party.

Special Purpose Entities

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

Net Income per Share

The Company computes net income (loss) per share


Basic and diluted net income (loss) per share calculations are presented in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128, and are calculated onASC 260-10, ”Earnings per Share.” The basic net loss per common share is computed by dividing the basis ofnet 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. They includeperiod using the dilutive effect”as if converted” basis.

NOTE 4 - COMMON STOCK AND PREFERRED STOCK

Common Stock

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

The authorized number of shares of common stock equivalents in periods with net income.


Common stock equivalents represent the dilutive effect of the assumed conversionCompany on the reporting date was 250,000,000 shares with a par value per share of convertible notes payable$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 C convertibleA – [1] Designation: A series of preferred stock is hereby designated as Series A Preferred Stock. [2] Liquidation Preference: The holders of the Series A Preferred Stock has no liquidation preference. [3] Dividends: The holders of the Series A Preferred Stock shall not receive dividend. [4] Number: The number of shares is fixed at 1,000. As on the reporting date, 1,000 shares are authorized, issued and outstanding. [5] Conversion: The Series A Preferred Stock is not convertible into shares of common stock. [7] Voting Rights: The Series A Preferred Stock, collectively, are entitled to that number of votes which shall equal Seventy-five percent (75%) of all eligible votes. There is currently 1 shareholder of record of the company’s common stock. These shares are accounted at FMV so as to comply with FASB ASC Topic 718 column (e)

NOTE 5 - RELATED PARTY TRANSACTIONS

a)

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

 

 

Q1 2020

 

 

Q4 2019

 

 

Q3 2019

 

 

Q2 2019

 

Compensation.

 

$0

 

 

$0

 

 

$0

 

 

$0

 

b)

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

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NOTE 6 - INCOME TAXES

Deferred income taxes are provided using the “if converted”liability method at eitherwhereby 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 beginningdifferences 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 of the respective period presented ordeferred 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 issuance, whicheverenactment.

When tax returns are filed, it is later, and only ifhighly certain that some positions taken would be sustained upon examination by the common stock equivalentstaxing authorities, while others are considered dilutive based uponsubject to uncertainty about the Company's net income (loss) position at the calculation date.  Common stock equivalents also include the effectmerits of the exercise of outstanding warrants usingposition taken or the treasury stock method, at either the beginningamount of the respectiveposition that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period presentedduring 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 datemore-likely-than-not recognition threshold are measured as the largest amount of issuance, whichevertax benefit that is later, and only ifmore than 50 percent likely of being realized upon settlement with the warrants are considered dilutive based upon the exercise priceapplicable taxing authority. The portion of the warrantsbenefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the average trading pricetaxing authorities upon examination.

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


operations.

A reconciliation of the numerators and denominatorsCompany’s effective tax rate to the statutory federal rate is as follows:

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

 

 

Mar 31,

2020

 

 

Dec 31,

2019

 

Deferred tax assets:

 

 

 

 

 

 

Net operating loss carryovers

 

$3,840,868

 

 

$3,836,254

 

Stock-based compensation

 

 

-

 

 

 

-

 

Other temporary differences

 

 

-

 

 

 

-

 

Total deferred tax assets

 

$3,840,868

 

 

$3,836,254

 

Valuation allowance

 

$(3,840,868)

 

$(3,836,254)

Net deferred tax asset

 

$-

 

 

$-

 

As on the reporting date, the Company had net operating loss carryovers of approximately $3.84 million that may be applied against future taxable income (loss) per shareand expires at various dates between 2026 and 2031, subject to certain limitations. The Company has a deferred tax asset arising substantially from the benefits of such net operating loss deduction and has recorded a valuation allowance for the three months ended September 30, 2008 and 2007 is presented below:


 2008 2007 
Net income$7,370,639 $532,272 
Effect of 6% convertible debentures -  (1,737,296)
Net income (loss) assuming dilution$7,370,639 $(1,205,024)
       
Weighted average number of common shares outstanding 203,289,541  220,191 
Effect of potentially dilutive securities:      
Series C convertible preferred stock 20,000,000  - 
Warrants 9,870,968  - 
6% convertible debentures -  17,752,746  
Weighted average number of common shares outstanding assuming dilution 233,160,509  17,972,937 

The effectfull amount of all stock warrants has been excluded from the calculation of fully diluted earnings per share for the three months ended September 30, 2007, because their effect would be anti-dilutive.  The effect of warrants to purchase 24,090 shares of common stock at exercise prices between $3.20 and $1,000 has been excluded from the calculation of fully diluted earnings per shares for the three months ended September 30, 2008, because their effect would be anti-dilutive.

The effect of all convertible debentures and warrants to purchase common stock has been excluded from the calculation of fully diluted earnings per shares for the nine months ended September 30, 2008 and 2007, because their effect would be anti-dilutive.

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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 thatthis deferred tax asset since it is directed at auditors rathermore likely 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 eDoorways does not believe that SFAS No. 162 will have an impact on operating results, financial position or cash flows.

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 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." eDoorways 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 no change in our fair value calculation methodologies. Accordingly, the adoption had no impact on our financial condition or results of operations.

NOTE 2 – GOING CONCERN

These financial statements have been prepared on a going concern basis. As of September 30, 2008, eDoorways had an accumulated deficit of $73,208,215 and a working capital deficit of $2,557,924.  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 – NOTES PAYABLE

At September 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 $87,928 is included in accrued expenses at September 30, 2008.  This note was due on March 1, 2003.  It has not been repaid and is currently in default.

During the nine months ended September 30, 2008, eDoorways issued notes payable to various private investors for total cash proceeds of $20,000.  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 $0.033 per share during the 10-day term of the note.  Notes in the principal amount of $3,000 were converted into common stock of eDoorways, the remaining $17,000 have passed the ten-day term in which conversion was allowed.  These notes have not been repaid and are currently in default.

During the nine months ended September 30, 2008, the holder of a $3,000 promissory note converted the debt into 1,000,000 shares of common stock valued at $10,000.  The shares were valued at the fair value on the date of settlement of $0.01 per share. As a result, eDoorways recognized a loss on debt settlement of $7,000.

eDoorways evaluated the terms 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 $5,253 at inception based on the intrinsic value of the discount.  The discount was amortized using the effective interest method over the 10 day term of each note.    During the nine months ended September 30, 2008, $4,953 was charged to interest expense for the amortization of the beneficial conversion feature.

During the nine months ended September 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.

The aggregate maturities of notes payable for the five years subsequent to September 30, 2008 are as follows:

Year ending September 30, 
2009$     394,274
20101,295,412
20112,266,974
20121,457,340
Total$  5,414,000

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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 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, 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 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 133.

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

 September 30, 2008December 31, 2007Gain (loss) 
Embedded derivative – Convertible Debentures$                  -$  2,715,417$  (1,442,408)(a,b)
Freestanding derivative – Warrants-90,10676,093 (c)
  Total$                  -$  2,805,523$  (1,366,315) 

(a)  During the nine months ended September 30, 2008, the holders of the Convertible Debentures elected to convert principal in the amount of $5,770 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.

(b)  On August 29, 2008, the Convertible Debentures were modified to eliminate the conversion feature.  As a result the embedded derivative was eliminated.  The embedded derivative was revalued as of August 29, 2008 at $4,153,336.  See discussion of the New Notes below.

(c)  On August 29, 2008, the embedded derivative was eliminated which also eliminated the derivative classification of the freestanding derivative warrants.  The warrants were revalued as of August 29, 2008 at $14,013 and were reclassified to additional paid-in capital.

The derivatives were valued using the Black-Scholes Option Pricing Model.  The variables used in the valuation of these derivatives as of September 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 nine months ended September 30, 2008, the holders of the Convertible Debentures elected to convert principal in the amount of $5,770 into 2,700,000 shares of common stock.

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 4-653,976 161,928
Month 7-1280,963 485,778
Month 13-24134,939 1,619,268
Month 25-36242,890 2,914,680
  Total  $  5,295,000

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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.

eDoorways determined that this modification of the terms of the existing debt represented a troubled debt restructuring in accordance with SFAS No. 15 “Accounting by Debtors and Creditors for Troubled Debt Restructurings”, because eDoorways was experiencing financial difficulties and the lenders granted a concession to the Company based on a comparison of the effective interest rate of the Convertible Debentures and the New Notes.  The total undiscounted future cash payments of the New Notes compared with the carrying amount of the Convertible Debentures including the related accrued interest, deferred financing costs and embedded derivative related to the conversion option as of August 29, 2008 is 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 

The total future cash payments are less than the carrying amount of the Convertible Debenture immediately before the issuance of the New Notes.  As of August 29, 2008 and in accordance with SFAS No. 15, eDoorways has reduced the carrying amount of the Convertible Debentures to an amount equal to the total future cash payments specified by the New Notes and recognized a gain on the restructuring of debt in the amount of $7,690.  All cash payments under the terms of the New Notes will be accounted for as reductions of the carrying amount of the New Notes and no interest expense shall be recognized.  The embedded derivative liability was revalued as of August 29, 2008 in order to determine the carrying amount of the Convertible Debentures.  No embedded derivative liability was recorded after the issuance of the New Notes, because the New Notes do not contain a conversion option of any kind.

The issuance of the New Notes removed the embedded derivative associated with the Convertible Debentures.  As a result, eDoorways concluded that it had sufficient authorized and unissued shares to issue the number of shares required under the warrants described above (Freestanding derivatives) and, therefore, all of these warrants, should not be treated as derivative liabilities as of August 29, 2008.  The fair value of these warrants was marked to market on the date they no longer were accounted for as derivatives and a derivative gain of $286,470 was recorded.  The balance of the derivative liability in the amount of $14,013 was then recorded as a contribution to additional paid-in capital on August 29, 2008.

 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 September 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 $5,000deferred tax asset may not be realized.

NOTE 7 - RECLASSIFICATIONS

Prior year balances are reclassified to her attorneys. We recorded the amount of $8,400 in our Financial Statements as of December 31, 2007 and September 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 stockconform to the Kimmons Family Partnership, LTD,current year presentation.

NOTE 8 - CONTINGENCIES

The management reviewed with the legal team and concludes that there are no disputes remaining unresolved and hence there are no contingent liabilities as a reward for Mr. Kimmons' accomplishments related to the 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.


-10-
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 stockreporting date.

NOTE 9 - NOTES PAYABLE

No notes payable is outstanding as 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 and preferred stock as compensation expense.


During the nine months ended September 30, 2008, Mr. G. Kimmons received an additional 4,062,500 shares of common stock and $29,675 in cash in partial settlement of amounts owed under this contract.  As of September 30, 2008, accrued compensation and expense reimbursements of $218,743 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 nine months ended September 30, 2008, Mr. L. Kimmons received 11,250,000 shares of common stock and $5,000 in cash in partial settlement of amounts owed under this contract.  As of September 30, 2008, accrued compensation of $54,500 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 nine months ended September 30, 2008, Ms. Kimmons received 6,375,000 shares of common stock and $9,500 in cash in partial settlement of amounts owed under this contract.  As of September 30, 2008, accrued director compensation of $47,800 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 nine months ended September 30, 2008, eDoorways issued a total of 57,779,355 shares of common stock in payment for services under the agreement.  The shares were valued at $722,217 which was included in general and administrative expense.  At September 30, 2008, eDoorways owed an additional 26,029,971 shares of common stock which were valued at $65,150 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:

reporting date.

 
Number of authorized shares12
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 shares1,000,000,000Table of Contents

The Board

Item 2. Management’s Discussion and Analysis of Directors is vested with the authority to fix the voting powersFinancial Condition and other designationsResults 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 after one year after issuance to 20 common shares; and
·  Not be subject to reverse stock splits and other changes to the common stock of eDoorways.

In March 2008, we issued 250,000 shares 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 nine months ended September 30, 2008.

Common stock

During the nine months ended September 30, 2008, the holders of the Convertible Debentures elected to convert principal in the amount of $5,770 into 2,700,000 shares of common stock.  This resulted in a decrease in the derivative liability of $4,489, which represented the fair value of the embedded derivative associated with converted principal on the date of conversion.

During the nine months ended September 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 January, 2008, eDoorways issued 30,000,000 shares of common stock to Gary Kimmons, CEO, pursuant to his employment contract for his 2007 performance. Those shares were valued at $270,000 and recorded as compensation expense in the statement of operations.

During the nine months ended September 30, 2008, eDoorways issued 51,687,500 shares of common stock to directors and officers of eDoorways and recognized compensation expense of $441,763.

During the nine months ended September 30, 2008, eDoorways granted a total of 130,232,480 shares of common stock to various consultants for services performed.  These shares were valued at $1,360,644 based on the market value of the shares issued.  This amount is included in general and administrative expenses in the statement of operations.



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Operations.
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The following discussionManagement’s Discussion and analysis comparesAnalysis of Financial Condition and Plan of Operations (“MD&A”) is intended to help you understand our historical results of operations forduring the threeperiods presented and nine months ended September 30, 2008 to the same periods in 2007.our financial condition. This discussion and analysisMD&A should be read in conjunction with our condensedconsolidated financial statements and relatedthe accompanying notes included elsewhere in this report,to consolidated financial statements 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 operationsthat involve risks and those preceded by, followed by or that include the words "believes," "could," "expects," "intends" "anticipates," "will", or similar expressions.uncertainties. Our actual results could differ materially from thesethose anticipated in thethese forward-looking statements. All 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 relatespeak only to events 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 made,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.

This list is not an exhaustive list of the factors that may not meet these expectations. We do not intend to updateaffect any of theour 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 afterare made based on management’s beliefs, estimates and opinions on the date of this document to conform thesethe statements to actual results.


Overview

As of December 31, 2007,are made, and 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 nine months ended September 30, 2008, the holders of the Convertible Debentures elected to convert principal in the amount of $5,770 into 2,700,000 shares of common stock.


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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 Debenutes. On August 29, 2008 and amended January 26, 2009, we entered into a repayment agreement with the holders of the Convertible Debentures (“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 4-653,976 161,928
Month 7-1280,963 485,778
Month 13-24134,939 1,619,268
Month 25-36242,890 2,914,680
  Total  $  5,295,000

Under the terms of the New Notes, we will haveundertake no obligation to issue sharesupdate 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 our common stockactivity, performance or achievements.

Results of Operations during the 3 months ended March 31, 2020 as compared to make any payments other than those listed above.  If we make all paymentsthe same period of 3 months in the previous year 2019

There was no revenue during this period

Expenses during the current quarter are $4,614, which is a considerable increase from $166 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.


We determined that this modificationexpenses of the terms ofsame three months period in the existing debt representedprevious year.

The net loss for the current quarter is $4,614, which is also a troubled debt restructuring, because we were experiencing financial difficulties andconsiderable increase from $166 as the lenders granted a concession to us based on a comparison ofnet loss for the effective interest rate ofsame three months period in 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:


previous year.

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)13
Unamortized discount(1,298,627)

Carrying amountTable of Convertible Debentures5,302,690 
Less: Expected future cash flow under New Notes(5,295,000)
Gain on extinguishment of debt$7,690 Contents

Liquidity and Capital Resources

During the three months ended September 30, 2008, in accordance with SFAS No. 15, eDoorways has reducedprevious year, the carrying amountnew management completed the formalities of opening the Convertible Debentures to an amount equal to the total future cash payments specified by the New Notes and recognized a gain on the restructuring of debt in the amount of $7,690.  All cash payments under the terms of the New Notes will be accounted for as reductions of the carrying amount of the New 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.

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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 $664, 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 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.
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 by the end of January 2009.  It's also our objective 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 2008 calendar year.  bank account.

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 must be completed in the fourth quarter of 2008.

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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 first and second quarters of 2009.

Recent Events
Gary Kimmons.  On January 1, 2008, we entered into a three year employment agreement with Gary Kimmons, to act as the CEO and President of the Company.  The agreement will automatically extend at the end of last year, 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. KimmonsCompany identified three special purpose entities engaged in the following manner: a) Monthly salaryland development and construction of $25,000 (annual salary of $300,000); b) $60,000 annualmulti-family homes and signed up the MOU

Until December 2019, the contracts are not yet signed, while the special purpose entities are preparing the audited financial for negotiation

Cash Flow from Operating Activities

Net 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.

During the nine months ended September 30, 2008, Mr. G. Kimmons received an additional 4,000,000 shares of common stock and $29,675 in cash in partial settlement of amounts owed under this contract.  As of September 30, 2008, accrued compensation and expense reimbursements of $218,743 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 withfrom 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 nine months ended September 30, 2008, Mr. L. Kimmons received 11,000,000 shares of common stock and $5,000 in cash in partial settlement of amounts owed under this contract.  As of September 30, 2008, accrued compensation of $54,500 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 nine months ended September 30, 2008, Ms. Kimmons received 2,000,000 shares of common stock and $9,500 in cash in partial settlement of amounts owed under this contract.  As of September 30, 2008, accrued director compensation of $47,800 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, whocurrent quarter 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.

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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 nine months ended September 30, 2008, the Company issued a total of 49,223,611 shares of common stock in payment for services under the agreement.  The shares were valued at $441,000 which was included in general and administrative expense.  At September 30, 2008, the Company owed an additional 26,029,971 shares of common stock which were valued at $65,150 and are included in stock payable.

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

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 management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Note 3 of the Notes to the 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 September 30, 2008,$0 as compared to those policies disclosed$84 for the same period of the three months in the December 31, 2007 financial statements.
A critical accounting policyprevious year.

Cash Flow from Investing Activities

Net cash provided by investing activities for the current quarter is defined$0 which is the same as one that is both material toin 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 timesame period of the estimate; and 2) different estimates we could reasonably have used, or changesthree months in the estimateprevious year.

Cash Flow from Financing Activities

Net cash provided by financing activities for the current quarter is $0 which is the same as in the same period of the three months in the previous year.

Off-balance sheet arrangements

The company has no off-balance sheet arrangements that have or are reasonably likely to occur, would have a materialcurrent or future effect or change on ourthe company’s financial condition, revenues or expenses, results of operations.

 Estimates and assumptions about future events and their effects cannot be determinedoperations, 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 certainty. We base our estimates on historical experience and on various other assumptions believedthe 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 be applicable and reasonable under the circumstances. These estimates may changesuch entity or similar arrangement that serves 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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and, accordingly, require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Specifically, our management has estimated variables used to calculate the Black Scholes and binomial lattice model calculations used to value derivative instruments discussed below under "Valuation of Derivative Instruments". In addition, management has estimated the expected economic life and value of our licensed technology, our net operating losscredit, liquidity or market risk support 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. Actual results could differ from those estimates.
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RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2008 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2007.


There were no revenues for the three months ended September 30, 2008 or 2007.

We had operating expenses of $444,115 for the three months ended September 30, 2008 compared to $260,931 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 $238,379 during the three months ended September 30, 2008 as compared to $187,410 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 increase in debt for the period ended September 30, 2008.  Interest expense for the 2008 period also includes the amortization of deferred financing cost of $38,725 and amortization of notes payable discounts of $162,515 through August 29, 2008 when the convertible debt was restructured.

Our net income was $7,370,639 during the three months ended September 30, 2008 compared to $532,272 in the comparable period of 2007. This increase in our net income was due to the increase in the gain on the derivative liability of $7,064,830.
such assets.


NINE MONTHS ENDED SEPTEMBER 30, 2008 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2007.


There were no revenues for the nine months ended September 30, 2008 or 2007.

We had operating expenses of $3,473,721 for the nine months ended September 30, 2008 compared to $872,114 for the comparative period of 2007. The primary reason for this increase was due to the increase in equity compensation to various consultants for services and professional fees.

We had interest expense of $786,108 during the nine months ended September 30, 2008 as compared to $528,747 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 increase in debt for the period ended September 30, 2008.  Interest expense for the 2008 period also includes the amortization of deferred financing cost of $132,732 and the amortization of deferred financing costs of $517,653 through August 29, 2008 when the convertible debt was restructured..

Our net loss was $5,782,954 during the nine months ended September 30, 2008 compared to $1,042,688 incurred in the comparable period of 2007. This increase in our net loss was due to an increase in equity compensation to various employees and consultants for services and professional fees and an increase in the loss on our derivative liability of $1,724,488.


ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.
RISK.

We are a small reporting company as defined by Rule 12b – 2 of the exchange act and are not required to provide information required under this item.

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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 has 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 our management, as appropriate to allow timely decisions regarding disclosure. It has been determined by our management that the Company has adequate segregation of September 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 September 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.

No changes in our internal control over financial reporting (asas such term is defined in Rules 13a-15(f) and 15d-15(f) underof the Exchange Act) occurred duringAct. The internal control system is designed to provide reasonable assurance regarding the fiscal quarter ended September 30, 2008 that have materially affected, or are reasonably likely to materially affect, ourreliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. The system of internal control over financial reporting prevent or detect misstatements. All projections such as evaluation of effectiveness to future periods, are provided by well experienced professionals, while the same can be subject to inherent risks such as changing conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The management conducts quarterly evaluation of the effectiveness of internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated Framework (2013). Based on its evaluation, the Company is constantly requiring the experts to improve the system so as to remove any material weakness in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’sCompany s annual or interim financial statements will not be prevented or detected on a timely basis.
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.


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PART II - II—OTHER INFORMATION.INFORMATION


ITEMItem 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 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 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 replied 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 had 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 September 30, 2008.


Company, is a party.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not aware of other claims or assessments, other than as described above, which may have a material adverse impact on our financial position or results of operations.

required to provide the information required under this item.


ITEMItem 2. CHANGES IN SECURITIES


RecentUnregistered Sales of Unregistered Securities

The following securities were issued by eDoorways during the three month period ended September 30, 2008 and were not registered under the Securities Act.

During the three months ended September 30, 2008, we issued 100,000 sharesUse of common stock upon conversion of Convertible Debentures in the amount of $600.

During the three months ended September 30, 2008, we granted a total of 38,488,680 shares of common stock to our officers and consultants for services performed.

ITEMProceeds:

None

Item 3. DEFAULT UPON SENIOR SECURITIES


Defaults Upon Senior Securities:

None



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

Mine Safety Disclosures:

None



ITEMItem 5. OTHER INFORMATION

The following table lists the conversions of debt into common shares on various date and principle amount converted:
Type Date Shares per conversion noticeConversion Price Principle Converted
      
      
AJWPAJW Partners LLC8/26/0811,1000.00667
AJWPAJW Partners LLC8/26/0828,5000.006171
AJWOAJW Offshore Ltd8/26/0859,0500.006354
AJWQPAJW Qualified Partners8/26/081,3500.0068
   100,000 $   600
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ITEM6.  EXHIBITS

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

Other Information:

None

 
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Item 6. Exhibits.

Exhibit No.

Description

31.1

Certification of Principal Executive Officer as required by Rule 13a-14 or 15d-14 of the Chief Executive Officer/Chief Financial Officer pursuantExchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith).*

32.1

32.1

Certification of Officers pursuantPrincipal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002*

32.2

Certification of Principal Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002. (Filed herewith).*



________

*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, 2009May 14, 2020

By:

/s/ Saskya Bedoya

Saskya Bedoya

Treasurer

 
eDOORWAYS CORPORATION
/s/ Gary Kimmons
Gary Kimmons
Chief Executive Officer and Principal Accounting Officer18