UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                            ------------------------
                                   FORM 10-KSB
                            ------------------------

(Mark One)
|X|   Annual Report under Section 13 or 15 (d) of The Securities Exchange Act of
      1934

For the fiscal year ended December 31, 2005 or

|_|   Transition Report under Section 14 or 15 (d) of The Securities Exchange
      Act of 1934

For the transition period from _________ to __________.

                                   CDOOR CORP.
             (Exact name of registrant as specified in its charter)

          Delaware               333-128399              20-1945139
      (State or other       (Commission File No.)     (I.R.S. Employer
        jurisdiction                                 Identification No.)
     of incorporation)

                             20A Rehov Sharei Torah
                       Bayit Vegan, Jerusalem Israel 96387
                    (Address of principal executive offices)
                                011-972-2-6432875
              (Registrant's telephone number, including area code)

Securities registered under Section 12 (b) of the Exchange Act: None

Securities registered under Section 12 (g) of the Exchange Act: Common Stock,
$0.0001 par value.

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act: |_|

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past twelve months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days Yes |X| No |_|

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). |_| Yes |X| No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of the Form 10-KSB
or any amendment to this Form 10-KSB. |X|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.) Yes |_| No |X|


<PAGE>

State issuer's revenues for its most recent fiscal year: None for the year ended
December 31, 2005.

There are no voting or non-voting shares of common equity held by non-affiliates
of the Registrant as of March 15, 2006.

The number of outstanding shares of the registrant's Common Stock, $0.0001 par
value, as of March 15, 2006 was 2,000,000 shares.

DOCUMENTS INCORPORATED BY REFERENCE
Not applicable

Transitional Small Business Disclosure Format: Yes |_| No |X|


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                     PART I

Item 1.  Description of Business                                              1

Item 2.  Description of Property                                              8

Item 3.  Legal Proceedings                                                    8

     and incorporated herein by reference.

                                      PART II

Item 5.  Market for Common Equity, Related Stockholder Matters and
         Small Business Issuer Purchases of Equity Securities                 8

Item 6.  Plan of Operation                                                    9

Item 7.  Financial Statements                                               F-1

Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure                                            11

Item 8A. Controls and Procedures                                             11

Item 8B. Other Information                                                   11

                                     PART III

Item 9.  Directors, Executive Officers, Promoters and Control
         Persons; Compliance with Section 16(a) of the Exchange Act          12

Item 10. Executive Compensation                                              14

Item 11. Security Ownership of Certain Beneficial Owners and
         Management And Related Stockholder Matters                          14

Item 12. Certain Relationships and Related Transactions                      16

Item 13. Exhibits                                                            16

Item 14. Principal Accountant Fees and Services                              17

SIGNATURES                                                                   18


                                       i
<PAGE>

                         CAUTIONARY STATEMENT REGARDING
                           FORWARD-LOOKING STATEMENTS

This annual report on Form 10-KSB and other reports that we file with the SEC
contain statements that are considered forward-looking statements.
Forward-looking statements give the Company's current expectations, plans,
objectives, assumptions or forecasts of future events. All statements other than
statements of current or historical fact contained in this annual report,
including statements regarding the Company's future financial position, business
strategy, budgets, projected costs and plans and objectives of management for
future operations, are forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as "anticipate,"
"estimate," "plans," "potential," "projects," "ongoing," "expects," "management
believes," "we believe," "we intend," and similar expressions. These statements
are based on the Company's current plans and are subject to risks and
uncertainties, and as such the Company's actual future activities and results of
operations may be materially different from those set forth in the forward
looking statements. Any or all of the forward-looking statements in this annual
report may turn out to be inaccurate and as such, you should not place undue
reliance on these forward-looking statements. The Company has based these
forward-looking statements largely on its current expectations and projections
about future events and financial trends that it believes may affect its
financial condition, results of operations, business strategy and financial
needs. The forward-looking statements can be affected by inaccurate assumptions
or by known or unknown risks, uncertainties and assumptions due to a number of
factors, including:

      o     Production of our prototype device;

      o     dependence on key personnel;

      o     competitive factors;

      o     the operation of our business; and

      o     general economic conditions both in the United States and Israel.

These forward-looking statements speak only as of the date on which they are
made, and except to the extent required by federal securities laws, we undertake
no obligation to update any forward-looking statements to reflect events or
circumstances after the date on which the statement is made or to reflect the
occurrence of unanticipated events. In addition, we cannot assess the impact of
each factor on our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statements. All subsequent written and oral forward-looking
statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by the cautionary statements contained in
this annual report.


<PAGE>

ITEM 1. DESCRIPTION OF BUSINESS

General Business Development

      We are a development stage company and currently own one United States
patent (patent No. 5,074,073) (the "Patent") for a "Car Door Safety Feature
Device". The Patent is a safety feature related to the development of an
injury-preventing system for doors of automobiles comprising a radiation emitter
for emitting electromagnetic radiation, detectors for detecting the
electromagnetic radiation thus preventing car doors from closing on a persons'
hand, finger or leg. The Company's principal business plan is to develop a
prototype of the Patent and then manufacture and market the product and / or
seek third party entities interested in licensing the rights to manufacture and
market the safety system.

      We were incorporated in Delaware on November 18, 2004. Our principal
offices are located at 20A Rehov Sharei Torah, Bayit Vegan, Jerusalem Israel
96387. Our telephone number is 011972-2-6432875.

      For the year ended December 31, 2005, we had a net loss of $52,774.

Business Summary and Background

      We believe that automobile doors pose an ever-present risk of causing
substantial danger to people, especially children's, hands and/or fingers as a
result of accidental slamming of the automobile door while a person's hands or
fingers are in the way. Existing automobiles have not been constructed to
prevent such injury when doors are closed manually.

      In December 2004, we acquired the Patent related to the development of an
injury-preventing system for automobiles comprising a radiation emitter for
emitting electromagnetic radiation, detectors for detecting the electromagnetic
radiation and an electronic control circuit which is designed to sense any
disruption in the impingement of the electromagnetic radiation on the detectors.
The system is located to monitor the space normally occupied by an automobile
door. When impingement of the electromagnetic radiation on the detectors is
disrupted, as by the placement of a person's hand in the space normally occupied
by the automobile door, the electrical circuit activates a mechanical device,
for example a solenoid, which places a small rubber rod in the path of the
closing door, causing the door to bounce off the rod without closing, avoiding
injury to the hand of the person.


                                       1
<PAGE>

      In more simple terms, the purpose of the patented product is to protect
car passengers or those entering or exiting cars from being injured as the door
closes. This device will sense an object, such as a person's hand, in the
opening and immediately place a small rubber rod in the path of the closing door
so that the door will not be able to close and will therefore not cause, or
limit the extent of, injury.

      We intend to produce a prototype of this invention in order to either
begin manufacturing and selling the invention, or licensing the technology to a
third party for them to manufacture it. Logical partners in this invention may
include any (or all) car manufacturers, large rental corporations and even
organizations promoting automobile safety. We also intend to market our product
to individuals so that they can install the device on cars already owned.

Third-party manufacturers.

      We will rely on third parties to manufacture the prototype of our car door
safety device. If our manufacturing and distribution agreements are not
satisfactory, we may not be able to develop or commercialize our device as
planned. In addition, we may not be able to contract with third parties to
manufacture our device in an economical manner. Furthermore, third-party
manufacturers may not adequately perform their obligations, which may impair our
competitive position. If a manufacturer fails to perform, we could experience
significant time delays or we may be unable to commercialize or continue to
market our car door safety device.

Intellectual Property

      On December 14, 2004, we acquired the rights to United States Patent No.
5,074,073 from Asher Zwebner, the patent owner. Mr. Zwebner is also a Director,
officer and stockholder of the Company. The Patent was granted to Asher Zwebner
by the United States Patent and Trademark Office on December 24, 1991, and is
scheduled to expire on December 24, 2008. As consideration for such assignment,
we have agreed to pay Mr. Zwebner 10% of all royalties we receive from the sale
and marketing of our product.

Competition

      Although we are not aware of any other company that has developed,
manufactured or marketed a device in the car door safety market, should any
number of car manufacturers decide to invent such a car door safety device, we
may not be able to compete with them. A large car manufacturer that decides to
compete with us would have greater access to capital and may be able to produce
a product that is less expensive than ours, thus causing any potential sales of
our product to decline.

Employees

      Other than our current officers, Messrs. Krasney and Zwebner, we have no
other full time or part-time employees. If and when we develop a prototype for
our car door safety device and are able to begin manufacturing and marketing, we
may need additional employees for such operations. We do not foresee any
significant changes in the number of employees or consultants we will have over
the next twelve months.


                                       2
<PAGE>

Transfer Agent

      We have engaged Nevada Agency and Trust as our stock transfer agent.
Nevada Agency and Trust is located at 50 West Liberty Street, Reno, Nevada
89501.

Research and Development.

      We are not currently conducting any research and development activities.
If we are able to raise funds from our capital formation activities, we do
intend to do research concerning our car door safety device and how to develop a
prototype model.

Executive Officers of the Registrant

See Part III, Item 9 of this Report for information about Executive Officers of
the Company.

Available Information

The Company does not maintain an Internet web site address. The Company's
filings with the Securities and Exchange Commission ("SEC") may be accessed at
the internet address of the SEC, which is http://www.sec.gov. Also, the public
may read and copy any materials that the Company files with at the SEC's Public
Reference Room at 100 F Street, N.E., Room 1580 Washington, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330.


                                       3
<PAGE>

RISK FACTORS

      An investment in our company has a high degree of risk. Before you invest
you should carefully consider the risks and uncertainties described below and
the other information in this Annual Report. If any of the following risks
actually occur, our business, operating results and financial condition could be
harmed and the value of our stock could go down.

We have had losses and such losses may continue, which may negatively impact our
ability to achieve our business objectives.

      We had no revenue for the year ended December 31, 2005, and no revenue to
date since our inception. For the fiscal year ended December 31, 2005, we had a
net loss of $52,774 and a net loss of $55,384 since our inception. We have no
operating history upon which an evaluation of our future success or failure can
be made. There can be no assurance that future operations will be profitable.
Revenues and profits, if any, will depend upon various factors, including
whether we will be able to develop a prototype of our car door safety device,
manufacture and sell our product. Our auditors have issued an opinion which
includes a statement describing our going concern status and, as such, we may
not be able to achieve our objectives and may have to suspend or cease
operations.

Because Messrs. Zwebner and Krasney have no experience in running a company that
sells car safety devices, they may not be able to successfully operate such a
business which could cause you to lose your investment.

      We are a start-up company and we intend to market and sell a car door
safety device product. Messrs. Zwebner and Krasney, our current officers, have
effective control over all decisions regarding both policy and operations of our
company with no oversight from other management. Our success is contingent upon
these individuals ability to make appropriate business decisions in these areas.
It is possible that this lack of relevant operational experience could prevent
us from becoming a profitable business and an investor from obtaining a return
on his investment in us.

Potential competitors, some of whom may have greater resources and experience
than we do, may develop products and offer services that may cause demand for,
and the prices of, our products to decline.

      Although we are not aware of any other company that has developed,
manufactured or marketed a device in the car door safety market, should any
number of car manufacturers decide to invent such a car door safety device, we
may not be able to compete with them. A large car manufacturer that decides to
compete with us would have greater access to capital and may be able to produce
a product that is less expensive than ours, thus causing any potential sales of
our product to decline.

Because Mr. Krasney and Mr. Zwebner have other outside business activities and
will only be devoting 10% of their time to our operations, our operations may be
sporadic which may result in periodic interruptions or suspensions of our
operations.

      Our officers are only engaged in our business activities on a part-time
basis. This could cause the officers a conflict of interest between the amount
of time they devote to our business activities and the amount of time required
to be devoted to their other activities. Messrs. Zwebner and Krasney, our
current officers, intend to only devote approximately 7 hours per week to our
business activities. If we have an increase in our business activities we may
require that our officers engage in our business activities on a full-time
basis, thereby causing Messrs. Zwebner and Krasney a conflict of interest.


                                       4
<PAGE>

We may be subject to intellectual property litigation such as patent
infringement claims, which could adversely affect our business.

      Our success will also depend in part on our ability to develop
commercially viable products without infringing on the intellectual property
rights of others. Although we have not been subject to any filed infringement
claims, other patents could exist or could be filed which would prohibit or
limit our ability to develop and market our car door safety device in the
future. In the event of an intellectual property dispute, we may be forced to
litigate. Intellectual property litigation would divert management's attention
from developing our product and would force us to incur substantial costs
regardless of whether we are successful. An adverse outcome could subject us to
significant liabilities to third parties, and force us to cease operations.

Our Patent expires in two and a half years. If we are unable to renew or extend
the expiration date of our patent, our competitors may manufacture a similar
competing product.

      Our Patent for our car door safety device expires on December 24, 2008.
Once our Patent expires, competitors may manufacture a similar competing product
and such product may be made available to the market at a purchase price less
than what we are able to offer our product for sale. They may also be able to
bring a product to market earlier than we are able to, if at all. After our
Patent expires, we may not have any legal position to force others to cease and
desist from producing and marketing a product using our ideas and technology.
Should this occur we may be forced to cease doing business.


                                       5
<PAGE>

You will experience difficulties in attempting to enforce liabilities based upon
U.S. federal securities laws against our non-U.S. resident directors and
officers.

      Our operations are in Israel. Our directors and executive officers are
foreign citizens and do not reside in the United States. It may be difficult for
courts in the United States to obtain jurisdiction over our foreign assets or
persons and as a result, it may be difficult or impossible for you to enforce
judgments rendered against us or against our officers and directors in United
States courts. In addition, the courts in the countries in which we are located
may not permit lawsuits or the enforcement of judgments arising out of the
United States and state securities or similar laws.

Our common stock is subject to the "penny stock" rules of the SEC and the
trading market in our securities is limited, which makes transactions in our
stock cumbersome and may reduce the value of an investment in our stock.

      The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes relevant to us,
as any equity security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require:

      o     that a broker or dealer approve a person's account for transactions
            in penny stocks; and

      o     the broker or dealer receive from the investor a written agreement
            to the transaction, setting forth the identity and quantity of the
            penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the
broker or dealer must:

      o     obtain financial information and investment experience objectives of
            the person; and

      o     make a reasonable determination that the transactions in penny
            stocks are suitable for that person and the person has sufficient
            knowledge and experience in financial matters to be capable of
            evaluating the risks of transactions in penny stocks.


                                       6
<PAGE>

      The broker or dealer must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prescribed by the Commission relating to the
penny stock market, which, in highlight form:

      o     sets forth the basis on which the broker or dealer made the
            suitability determination; and

      o     that the broker or dealer received a signed, written agreement from
            the investor prior to the transaction.

      Generally, brokers may be less willing to execute transactions in
securities subject to the "penny stock" rules. This may make it more difficult
for investors to dispose of our common stock and cause a decline in the market
value of our stock.

      Disclosure also has to be made about the risks of investing in penny
stocks in both public offerings and in secondary trading and about the
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.

Because we do not intend to pay any cash dividends on our shares of common
stock, our stockholders will not be able to receive a return on their shares
unless they sell them.

      We intend to retain any future earnings to finance the development and
expansion of our business. We do not anticipate paying any cash dividends on our
Common Stock in the foreseeable future. Unless we pay dividends, our
stockholders will not be able to receive a return on their shares unless they
sell them.

There is no established public market for our stock and a public market may not
be obtained or be liquid and therefore investors may not be able to sell their
shares.

      There is no established public market for our common stock. While we
intend to apply for quotation of our common stock on the over-the-counter
Bulletin Board system, there is no assurance that we will qualify for quotation
on the OTC Bulletin Board. Therefore, purchasers of our common stock may be
unable to sell their shares on any public trading market or elsewhere.


                                       7
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY

      Our Principal executive offices are located at 20A Rehov Sharei Torah,
Bayit Vegan, Jerusalem Israel 96387. This location is also the residence of Mr.
Zwebner and we have been allowed to operate out of such location at no cost to
the Company. We believe that this space is adequate for our current and
immediately foreseeable operating needs. We do not have any policies regarding
investments in real estate, securities or other forms of property.

ITEM 3. LEGAL PROCEEDINGS

      There are no material pending legal proceedings to which we are a party or
to which any of our property is subject and, to the best of our knowledge, no
such actions against us are contemplated or threatened.

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

      There were no matters submitted during the fourth quarter of the fiscal
year covered by this report to a vote of security holders, through the
solicitation of proxies or otherwise.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

      There is no trading market for the Company's common stock at present and
there has been no trading market to date. There is no assurance that a trading
market will ever develop or, if such a market does develop, that it will
continue.

Dividend Policy

      We have never paid any cash dividends and have no plans to do so in the
foreseeable future. Our future dividend policy will be determined by our Board
of Directors and will depend upon a number of factors, including our financial
condition and performance, our cash needs and expansion plans, income tax
consequences and the restrictions that applicable laws and other arrangements
then impose.


                                       8
<PAGE>

Recent Sales of Unregistered Securities

During the fourth quarter for the fiscal year ended December 31, 2005, we have
not issued any unregistered securities.

ITEM 6. Management's Discussion and Analysis or Plan of Operation

      You should read the following plan of operation together with our
financial statements and related notes appearing elsewhere in this Annual
Report. This plan of operation contains forward-looking statements that involve
risks, uncertainties, and assumptions. The actual results may differ materially
from those anticipated in these forward-looking statements as a result of
certain factors, including, but not limited to, those presented under "Risk
Factors" elsewhere in this Annual Report.

      We are a development stage company and currently own one United States
Patent (patent No. 5,074,073) for a "Car Door Safety Feature Device". The Patent
is a safety feature related to the development of an injury-preventing system
for doors of automobiles comprising a radiation emitter for emitting
electromagnetic radiation, detectors for detecting the electromagnetic radiation
thus preventing car doors from closing on a persons' hand, finger or leg. Our
principal business plan is to develop a prototype of the patent and then
manufacture and market the product and / or seek third party entities interested
in licensing the rights to manufacture and market the safety system.

      Although we have not yet engaged a manufacturer to begin work on our
prototype Car Door Safety Feature Device, based on our preliminary discussions
with certain manufacturing vendors, we believe that it will take approximately
three months to construct a basic prototype of our patented product. If and when
we have viable prototype, depending on our availability of funds, we estimate
that we would need approximately an additional four to six months to bring this
product to market. Our objective would be to either market the product as an
off-the-shelf device and/or to license the product to car manufacturers and have
them install the device in the cars they produce.

      Our auditors have issued an opinion which includes a statement describing
our going-concern status. This means that there is substantial doubt that we can
continue as an on-going business for the next twelve months unless we obtain
additional capital to pay our bills and sustain our operations. This is because
we have not generated any revenues and no revenues are anticipated until we
begin marketing the product. Accordingly, we must raise cash from sources other
than the actual sale of the product. We must raise cash to implement our project
and stay in business.

      We have had no revenues to date and currently have no cash on hand or in
the bank. We have no current assets. The only other assets are our patent, the
"Car Door Safety Feature Device" and deferred offering costs. We have total
current liabilities of $89,189. Our total stockholder deficit is at ($43,384).
Of our loss from operations of $52,774, we have accrued salaries for Messrs.
Zwebner and Krasney in the aggregate amount of $40,000 and have paid $9,950 in
professional fees for legal and accounting services in connection with our
efforts to become a publicly traded and fully reporting company.

      We currently maintain an effective Registration Statement on Form SB-2
with the Securities and Exchange Commission ("SEC"), and intend to raise capital
from the sale of our common stock of up to $100,000. We are currently in the
process of conducting the capital formation activity of our registered common
stock, but can give no assurance that we will raise any funds from this
offering. If we are unable to raise funds, we may not be able to continue to
remain in business. As of December 31, 2005, deferred offering costs amounted to
$38,415.


                                        9
<PAGE>

      In March 2005, the FASB issued FASB Staff Position (`FSP") No. 46R-5,
"Implicit Variable Interests under FASB Interpretation No. ("FIN") 46 (revised
December 2003), Consolidation of Variable Interest Entities" ("FSP FIN 46R-5").
FSP FIN 46R-5 provides guidance for a reporting enterprise on whether it holds
an implicit variable interest in Variable Interest Entities ("VIEs") or
potential VIEs when specific conditions exist. This FSP is effective in the
first period beginning after March 3, 2005, in accordance with the transition
provisions of FIN 46 (revised 2003), "Consolidation of Variable Interest
Entities - an Interpretation of Accounting Research Bulletin No. 51" ("FIN
46R"). The adoption of this standard is not expected to have a material impact
on the Company's financial position or results of operations.

      In March 2005, the FASB issued Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations" ("FIN 47"), which will result in: (a)
more consistent recognition of liabilities relating to asset retirement
obligations; (b) more information about expected future cash outflows associated
with those obligations; and (c) more information about investments in long-lived
assets because additional asset retirement costs will be recognized as part of
the carrying amounts of the assets. FIN 47 clarifies that the term "conditional
asset retirement obligation" as used in SFAS No. 143, "Accounting for Asset
Retirement Obligations," refers to a legal obligation to perform an asset
retirement activity in which the timing and/or method of settlement are
conditional on the future event that may or may not be within the control of the
entity. The obligation to perform the asset retirement activity is unconditional
even though uncertainty exists about the timing and/or method of settlement.
Uncertainty about the timing and/or method of settlement of a conditional asset
retirement obligation should be factored into the measurement of the liability
when sufficient information exists. FIN 47 also clarifies when an entity would
have sufficient information to reasonably estimate the fair value of asset
retirement obligation. FIN 47 is effective no later than the end of fiscal years
ending after December 15, 2005. Retrospective application of interim financial
information is permitted but is not required. Early adoption of the
interpretation is encouraged. As FIN 47 was recently issued, the Company has not
determined whether the interpretation will have a significant effect on its
financial position or results of operations.

      In May 2005, the FASB issued Statement of Financial Accounting Standards
No. 154, "Accounting Changes and Error Corrections, a replacement of APB Opinion
No. 20, Accounting Changes, and Statement No. 3, Reporting Accounting Changes in
Interim Financial Statements," ("SFAS No. 154"). SFAS No. 154 changes the
requirements for the accounting for, and reporting of, a change in accounting
principle. Previously, most voluntary changes in accounting principles were
required to be recognized by way of a cumulative effect adjustment within net
income during the period of the change. SFAS No. 154 generally requires
retrospective application to prior period financial statements of voluntary
changes in accounting principles. SFAS No. 154 is effective for accounting
changes made in fiscal years beginning after December 15, 2005; however, SFAS
No. 154 does not change the transition provisions of any existing accounting
pronouncements. The Company does not believe the adoption of SFAS No. 154 will
have a material effect on its financial position or results of operations.


                                       10
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

                                   CDOOR CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                          INDEX TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005, AND 2004


Report of Registered Independent Auditors............................F-2

Report of Independent Registered Public Accounting Firm..............F-3

Financial Statements-

  Balance Sheet as of December 31, 2005..............................F-4

  Statements of Operations for the Periods Ended December 31, 2005,
    and 2004, and Cumulative from Inception .........................F-5

  Statements of Stockholders' Equity (Deficit) for the Periods from
    Inception Through December 31, 2005..............................F-6

  Statements of Cash Flows for the Periods Ended December 31, 2005,
    and 2004, and Cumulative from Inception .........................F-7

  Notes to Financial Statements for the Periods
    Ended December 31, 2005, and 2004................................F-8


                                      F-1
<PAGE>

                    REPORT OF REGISTERED INDEPENDENT AUDITORS


To the Board of Directors and Stockholders
of CDoor Corp.:

We have audited the accompanying balance sheet of CDoor Corp. (a Delaware
corporation in the development stage) as of December 31, 2005, and the related
statements of operations, stockholders' (deficit), and cash flows for the year
ended December 31, 2005, and from inception (November 18, 2004) through December
31, 2005. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CDoor Corp. as of December 31,
2005, and the results of its operations and its cash flows for the year ended
December 31, 2005, and from inception (November 18, 2004) through December 31,
2005, in conformity with accounting principles generally accepted in the United
States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company is in the development stage, is conducting its
capital formation activities, has experienced an operating loss since inception,
and its working capital is insufficient to meet planned business objectives.
These and other factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plan regarding these matters are also
described in Note 2 to the financial statements. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

Respectfully submitted,

/s/Davis Accounting Group P.C.

Cedar City, Utah,
March 15, 2006.


                                      F-2
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
of CDoor Corp.:

We have audited the accompanying statements of operations, stockholders' equity
and cash flows of CDoor Corp. (a Delaware corporation in the development stage)
for the period from inception (November 18, 2004) through December 31,
2004. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of CDoor Corp.
for the period ended December 31, 2004, in conformity with accounting principles
generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company is in the development stage, is conducting its
capital formation activities, has experienced an operating loss since inception,
and its working capital is insufficient to meet planned business objectives.
These and other factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plan regarding these matters are also
described in Note 2 to the financial statements. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


/s/SF Partnership LLP

Chartered Accountants

Toronto, Canada
August 15, 2005.


                                      F-3
<PAGE>

                                   CDOOR CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                             BALANCE SHEET (NOTE 2)
                             AS OF DECEMBER 31, 2005

<TABLE>
<CAPTION>
                   ASSETS
                                                                  2005
                                                                --------
<S>                                                             <C>
Current Assets:
  Cash on hand and in bank                                      $     --
                                                                --------
      Total current assets                                            --
                                                                --------

Other Assets:
  Patent (net of accumulated amortization of $2,610)               7,390
  Deferred offering costs                                         38,415
                                                                --------
      Total other assets                                          45,805
                                                                --------
Total Assets                                                    $ 45,805
                                                                ========

      LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
  Checks in excess of bank balance                              $     28
  Accrued liabilities                                             57,032
  Loans from related parties - Directors and stockholders         32,129
                                                                --------
      Total current liabilities                                   89,189
                                                                --------
      Total liabilities                                           89,189
                                                                --------

Commitments and Contingencies

Stockholders' (Deficit):
  Common stock, par value $.0001 per share, 50,000,000 shares
    authorized; 2,000,000 shares issued and outstanding              200
  Additional paid-in capital                                      11,800
  (Deficit) accumulated during the development stage             (55,384)
                                                                --------
      Total stockholders' (deficit)                              (43,384)
                                                                --------
Total Liabilities and Stockholders' (Deficit)                   $ 45,805
                                                                ========
</TABLE>

                 The accompanying notes to financial statements
                  are an integral part of this balance sheet.


                                      F-4
<PAGE>

                                   CDOOR CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        STATEMENTS OF OPERATIONS (NOTE 2)
               FOR THE PERIODS ENDED DECEMBER 31, 2005, AND 2004,
                AND CUMULATIVE FROM INCEPTION (NOVEMBER 18, 2004)
                            THROUGH DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                                      Periods Ended
                                                       December 31,          Cumulative
                                                  -----------------------       From
                                                     2005          2004       Inception
                                                  ----------    ---------    ----------
<S>                                               <C>           <C>          <C>

Revenues                                          $       --    $      --    $       --
                                                  ----------    ---------    ----------

Expenses:
  General and administrative-
    Management salaries                               40,000           --        40,000
    Professional fees                                  9,950          500        10,450
    Amortization                                       2,500          110         2,610
    Other                                                324        2,000         2,324
                                                  ----------    ---------    ----------
      Total general and administrative expenses       52,774        2,610        55,384
                                                  ----------    ---------    ----------
(Loss) from Operations                               (52,774)      (2,610)      (55,384)

Other Income (Expense)                                    --           --            --

Provision for income taxes                                --           --            --
                                                  ----------    ---------    ----------
Net (Loss)                                        $  (52,774)   $  (2,610)   $  (55,384)
                                                  ==========    =========    ==========

(Loss) Per Common Share:
  (Loss) per common share - Basic and Diluted     $    (0.03)   $   (0.01)
                                                  ==========    =========

Weighted Average Number of Common Shares
  Outstanding - Basic and Diluted                  2,000,000      223,616
                                                  ==========    =========
</TABLE>

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


                                      F-5
<PAGE>

                                   CDOOR CORP.
                          (A DEVELOPMENT STAGE COMPANY)
              STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (NOTE 2)
               FOR THE PERIODS FROM INCEPTION (NOVEMBER 18, 2004)
                            THROUGH DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                                                            (Deficit)
                                                                           Accumulated
                                            Common Stock      Additional   During the
                                         ------------------    Paid-in     Development
Description                               Shares     Amount    Capital        Stage        Totals
--------------------------------------   ---------   ------   ----------   -----------    --------
<S>                                      <C>         <C>      <C>          <C>            <C>

Balance - November 18, 2004                     --   $   --   $       --   $        --    $     --

Common stock issued for cash             2,000,000      200        1,800            --       2,000

Acquisition of patent from stockholder          --       --       10,000            --      10,000

Net (loss) for the period                       --       --           --        (2,610)     (2,610)
                                         ---------   ------   ----------   -----------    --------
Balance - December 31, 2004              2,000,000      200       11,800        (2,610)      9,390

Net (loss) for the period                       --       --           --       (52,774)    (52,774)
                                         ---------   ------   ----------   -----------    --------

Balance - December 31, 2005              2,000,000   $  200   $   11,800   $   (55,384)   $(43,384)
                                         =========   ======   ==========   ===========    ========
</TABLE>

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


                                      F-6
<PAGE>

                                   CDOOR CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        STATEMENTS OF CASH FLOWS (NOTE 2)
               FOR THE PERIODS ENDED DECEMBER 31, 2005, AND 2004,
                AND CUMULATIVE FROM INCEPTION (NOVEMBER 18, 2004)
                            THROUGH DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                                         Periods Ended
                                                          December 31,       Cumulative
                                                      -------------------       From
                                                        2005        2004     Inception
                                                      --------    -------    ----------
<S>                                                   <C>         <C>        <C>
Operating Activities:
  Net (loss)                                          $(52,774)   $(2,610)   $  (55,384)

  Adjustments to reconcile net (loss) to net cash
    (used in) provided by operating activities:
    Amortization                                         2,500        110         2,610
      Changes in net liabilities-
        Accrued liabilities                             52,032      5,000        57,032
                                                      --------    -------    ----------
Net Cash Provided by (Used in) Operating Activities      1,758      2,500         4,258
                                                      --------    -------    ----------

Investing Activities:
  Cash (used in) investing activities                       --         --            --
                                                      --------    -------    ----------

Net Cash (Used in) Investing Activities                     --         --            --
                                                      --------    -------    ----------

Financing Activities:
  Checks in excess of bank balance                          28         --            28
  Issuance of common stock for cash                         --      2,000         2,000
  Deferred offering costs                              (33,915)    (4,500)      (38,415)
  Loans from related parties - Directors and
    stockholders                                        31,129      1,000        32,129
                                                      --------    -------    ----------
Net Cash Provided by (Used in) Financing Activities     (2,758)    (1,500)       (4,258)
                                                      --------    -------    ----------

Net Increase (Decrease) in Cash                         (1,000)     1,000            --

Cash - Beginning of Period                               1,000         --            --
                                                      --------    -------    ----------

Cash - End of Period                                  $     --    $ 1,000    $       --
                                                      ========    =======    ==========

Supplemental Disclosure of Cash Flow Information:
  Cash paid during the period for:
      Interest                                        $     --    $    --    $       --
                                                      ========    =======    ==========
      Income taxes                                    $     --    $    --    $       --
                                                      ========    =======    ==========
</TABLE>


Supplemental Information of Noncash Investing and Financing Activities:

      In December 2004, the Company acquired a United States patent named "Car
      Door Safety Feature" from a Director and stockholder. Under Staff
      Accounting Bulletin Topic 5G, "Transfers of Nonmonetary Assets by
      Promoters and Shareholders," the Company recorded the transaction as a
      contribution to paid-in capital at the Director and stockholder's
      historical cost basis, determined under accounting principles generally
      accepted in the United States in the amount of $10,000.


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

                                      F-7
<PAGE>

                                   CDOOR CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005, AND 2004


(1) Summary of Significant Accounting Policies

Basis of Presentation and Organization

CDoor Corp. ("CDoor" or the "Company") is a Delaware corporation in the
development stage. The Company was incorporated under the laws of the State of
Delaware on November 18, 2004. The business plan of the Company is to develop a
commercial application utilizing a patent pertaining to a safety system for the
doors of automobiles. The Company also plans to develop a prototype of the
patent application, and then manufacture and market the product and/or seek
third-party entities interested in licensing the rights to manufacture and
market the safety system. The accompanying financial statements of CDoor were
prepared from the accounts of the Company under the accrual basis of accounting.

In addition, in 2004, the Company commenced a capital formation activity to
effect a Registration Statement on Form SB-2 with the Securities and Exchange
Commission ("SEC"), and raise capital of up to $100,000 from a self-underwritten
offering of 1.0 million shares of newly issued common stock in the public
markets. The Company is currently in the process of conducting the capital
formation activity of its registered common stock.

Cash and Cash Equivalents

For purposes of reporting within the statement of cash flows, the Company
considers all cash on hand, cash accounts not subject to withdrawal restrictions
or penalties, and all highly liquid debt instruments purchased with a maturity
of three months or less to be cash and cash equivalents.

Revenue Recognition

The Company is in the development stage and has yet to realize revenues from
planned operations. It plans to realize revenues from licensing, manufacturing,
selling, research and development, and royalty activities. Revenues will be
recognized by major categories under the following policies:

For licensing activities, revenue realized from such agreements will be realized
over the term and under the conditions of each specific license once all
contract conditions have been met. Payments for licensing fees are generally
received at the time the license agreements are executed, unless other terms for
delayed payment are documented and agreed to between the parties.

For manufacturing and selling activities, revenues will be realized when the
products are delivered to customers, and collection is reasonably assured.

For research and development activities, revenues from such agreements will be
realized as contracted services are performed or when milestones are achieved,
in accordance with the terms of specific agreements. Advance payments for the
use of technology where further services are to be provided or fees received on
the signing of research agreements are recognized over the period of performance
of the related activities. Amounts received in advance of recognition will be
considered as deferred revenues by the Company.


                                      F-8
<PAGE>

                                   CDOOR CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005, AND 2004


For royalty activities, revenues will be realized once performance requirements
of the Company have been completed, and collection is reasonably assured.

Development Costs

The Company is in the development stage, and primarily involved in the
development of a prototype application of a patent. When it has been determined
that a prototype can be economically developed, the costs incurred to develop
this prototype will be capitalized accordingly. Development costs capitalized
will be amortized over the estimated useful life of the product following
attainment of commercial production or written-off to expense if the product or
project is abandoned.

Patent

The Company obtained a United States patent from a Director and stockholder by
assignment effective December 15, 2004. The patent was originally granted on
December 24, 1991. Under Staff Accounting Bulletin Topic 5G, "Transfers of
Nonmonetary Assets by Promoters and Shareholders," the Company recorded the
transaction as a contribution to paid-in capital at the stockholder's historical
cost basis in the amount of $10,000. The historical cost of obtaining the patent
has been capitalized by the Company, and is being amortized over a period of
approximately four years.

Impairment of Long-Lived Assets

The Company evaluates the recoverability of long-lived assets and the related
estimated remaining lives at each balance sheet date. The Company records an
impairment or change in useful life whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable or the useful life has
changed.

Loss Per Common Share

Basic loss per share is computed by dividing the net loss attributable to the
common stockholders by the weighted average number of shares of common stock
outstanding during the period. Fully diluted loss per share is computed similar
to basic loss per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive. There were no dilutive financial instruments issued or outstanding for
the periods ended December 31, 2005, and 2004.

Deferred Offering Costs

The Company defers as other assets the direct incremental costs of raising
capital until such time as the offering is completed. At the time of the
completion of the offering, the costs are charged against the capital raised.
Should the offering be terminated, deferred offering costs are charged to
operations during the period in which the offering is terminated. As of December
31, 2005, CDoor had incurred $38,415 in deferred offering costs.


                                      F-9
<PAGE>

                                   CDOOR CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005, AND 2004


Income Taxes

The Company accounts for income taxes pursuant to SFAS No. 109, Accounting for
Income Taxes ("SFAS 109"). Under SFAS 109, deferred tax assets and liabilities
are determined based on temporary differences between the bases of certain
assets and liabilities for income tax and financial reporting purposes. The
deferred tax assets and liabilities are classified according to the financial
statement classification of the assets and liabilities generating the
differences.

The Company maintains a valuation allowance with respect to deferred tax
assets. The Company establishes a valuation allowance based upon the potential
likelihood of realizing the deferred tax asset and taking into consideration the
Company's financial position and results of operations for the current
period. Future realization of the deferred tax benefit depends on the existence
of sufficient taxable income within the carryforward period under the Federal
tax laws.

Changes in circumstances, such as the Company generating taxable income, could
cause a change in judgment about the realizability of the related deferred tax
asset. Any change in the valuation allowance will be included in income in the
year of the change in estimate.

Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the
available market information and valuation methods. Considerable judgment is
required in estimating fair value. Accordingly, the estimates of fair value may
not be indicative of the amounts the Company could realize in a current market
exchange. As of December 31, 2005, the carrying value of the loans from related
parties - Stockholders, and accrued liabilities approximated fair value due to
the short-term maturity of these instruments.

Concentrations of Risk

As of December 31, 2005, the Company maintained its cash account at one
commercial bank. The balance in the account was subject to FDIC coverage.

Estimates

The financial statements are prepared on the basis of accounting principles
generally accepted in the United States. The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities as of December 31, 2005, and revenues and expenses for the periods
ended December 31, 2005, and 2004. Actual results could differ from those
estimates made by management.

(2) Development Stage Activities and Going Concern

The Company is currently in the development stage, and its business plan
addresses the development of a commercial application utilizing a patent
pertaining to a safety system for the doors of automobiles. The Company also
plans to develop a prototype of the patent application, and then manufacture and
market the product and/or seek third-party entities interested in licensing the
rights to manufacture and market the safety system.


                                      F-10
<PAGE>

                                   CDOOR CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005, AND 2004


In addition, in 2004, the Company commenced a capital formation activity to
effect a Registration Statement on Form SB-2 with the SEC, and raise capital of
up to $100,000 from a self-underwritten offering of 1.0 million shares of newly
issued common stock in the public markets. The Company is currently in the
process of conducting the capital formation activity of its registered common
stock.

While management of the Company believes that the Company will be successful in
its capital formation and operating activities, there can be no assurance that
the Company will be able to raise $100,000 in capital, or be successful in the
development of a prototype of its patent application, sale of its products,
technology, or services that will generate sufficient revenues to sustain the
operations of the Company.

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. The Company has
incurred operating losses since inception, had negative working capital as of
December 31, 2005, and the cash resources of the Company are insufficient to
meet its planned business objectives. These and other factors raise substantial
doubt about the Company's ability to continue as a going concern. The
accompanying financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the possible
inability of the Company to continue as a going concern.

(3) Patent Rights

In December 2004, the Company acquired by assignment 100% of all rights, title
and interest to a United States patent owned by a Director and stockholder of
the Company. The Company is committed to payment of 10% of all revenues received
for the exploitation of the patent as royalties to the Director and stockholder.
The historical cost of the patent to the Director and stockholder in the amount
of $10,000 is reflected on the accompanying balance sheet of the Company, and is
being amortized on a straight-line basis over its remaining useful life of
approximately four years.

(4) Loans from Related Parties - Directors and Stockholders

As of December 31, 2005, loans from related parties - Directors and stockholders
amounted to $32,129, and represented advances from two directors and
stockholders of the Company. The loans are unsecured, non-interest bearing and
due on demand.

(5) Income Taxes

The provision (benefit) for income taxes for the periods ended December 31,
2005, and 2004, was as follows (using a 15 percent effective Federal income tax
rate):


                                      F-11
<PAGE>

                                   CDOOR CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005, AND 2004


                                       2005     2004
                                     -------   -----

Current Tax Provision:
  Federal-
    Taxable income                   $    --   $  --
                                     -------   -----
      Total current tax provision    $    --   $  --
                                     =======   =====
Deferred Tax Provision:
  Federal-
    Loss carryforwards               $ 7,916   $ 392
    Change in valuation allowance     (7,916)   (392)
                                     -------   -----
      Total deferred tax provision   $    --   $  --
                                     =======   =====


The Company had deferred income tax assets as of December 31, 2005, as follows:

                                    2005
                                  -------
Loss carryforwards                $ 8,308
Less - Valuation allowance         (8,308)
                                  -------
  Total net deferred tax assets   $    --
                                  =======


As of December 31, 2005, the Company had net operating loss carryforwards for
income tax reporting purposes of approximately $55,400 that may be offset
against future taxable income. The net operating loss carryforwards expire in
the years 2024-2025. Current tax laws limit the amount of loss available to be
offset against future taxable income when a substantial change in ownership
occurs or a change in the nature of the business. Therefore, the amount
available to offset future taxable income may be limited. No tax benefit has
been reported in the financial statements for the realization of loss
carryforwards, as the Company believes there is high probability that the
carryforwards will not be utilized in the foreseeable future. Accordingly, the
potential tax benefits of the loss carryforwards are offset by a valuation
allowance of the same amount.

(6) Related Party Transactions

For the year ended December 31, 2005, management salaries totaling $40,000 were
accrued to the Chief Executive Officer and the Chief Financial Officer for
services rendered. No accrual was made for the period ended December 31, 2004.

(7) Recent Accounting Pronouncements

In March 2005, the FASB issued FASB Staff Position (`FSP") No. 46R-5, "Implicit
Variable Interests under FASB Interpretation No. ("FIN") 46 (revised December
2003), Consolidation of Variable Interest Entities" ("FSP FIN 46R-5"). FSP FIN
46R-5 provides guidance for a reporting enterprise on whether it holds an
implicit variable interest in Variable Interest Entities ("VIEs") or potential
VIEs when specific conditions exist. This FSP is effective in the first period
beginning after March 3, 2005, in accordance with the transition provisions of
FIN 46 (revised 2003), "Consolidation of Variable Interest Entities - an
Interpretation of Accounting Research Bulletin No. 51" ("FIN 46R"). The adoption
of this standard is not expected to have a material impact on the Company's
financial position or results of operations.


                                      F-12
<PAGE>

                                   CDOOR CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005, AND 2004

In March 2005, the FASB issued Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations" ("FIN 47"), which will result in:(a)
more consistent recognition of liabilities relating to asset retirement
obligations; (b) more information about expected future cash outflows associated
with those obligations; and (c) more information about investments in long-lived
assets because additional asset retirement costs will be recognized as part of
the carrying amounts of the assets. FIN 47 clarifies that the term "conditional
asset retirement obligation" as used in SFAS No. 143, "Accounting for Asset
Retirement Obligations," refers to a legal obligation to perform an asset
retirement activity in which the timing and/or method of settlement are
conditional on the future event that may or may not be within the control of the
entity. The obligation to perform the asset retirement activity is unconditional
even though uncertainty exists about the timing and/or method of settlement.
Uncertainty about the timing and/or method of settlement of a conditional asset
retirement obligation should be factored into the measurement of the liability
when sufficient information exists. FIN 47 also clarifies when an entity would
have sufficient information to reasonably estimate the fair value of asset
retirement obligation. FIN 47 is effective no later than the end of fiscal years
ending after December 15, 2005. Retrospective application of interim financial
information is permitted but is not required. Early adoption of the
interpretation is encouraged. As FIN 47 was recently issued, the Company has not
determined whether the interpretation will have a significant effect on its
financial position or results of operations.

In May 2005, the FASB issued Statement of Financial Accounting Standards No.
154, "Accounting Changes and Error Corrections, a replacement of APB Opinion No.
20, Accounting Changes, and Statement No. 3, Reporting Accounting Changes in
Interim Financial Statements," ("SFAS No. 154"). SFAS No. 154 changes the
requirements for the accounting for, and reporting of, a change in accounting
principle. Previously, most voluntary changes in accounting principles were
required to be recognized by way of a cumulative effect adjustment within net
income during the period of the change. SFAS No. 154 generally requires
retrospective application to prior period financial statements of voluntary
changes in accounting principles. SFAS No. 154 is effective for accounting
changes made in fiscal years beginning after December 15, 2005; however, SFAS
No. 154 does not change the transition provisions of any existing accounting
pronouncements. The Company does not believe the adoption of SFAS No. 154 will
have a material effect on its financial position or results of operations.

(8) Commitments and Contingencies

The Company is committed to paying royalties to a Director and stockholder based
on 10% of all revenues received from the exploitation of its patent as described
in Note 3 above.


                                      F-13
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Effective on February 22, 2006, we dismissed SF Partnership, LLP by declining
to renew the engagement of SF Partnership, LLP as the independent accountant
engaged to audit our financial statements.

SF Partnership LLP performed the audit of our financial statements for the year
ended December 31, 2004. During this period and the subsequent interim period
prior to our decision to decline to renew their engagement, there were no
disagreements with SF Partnership, LLP on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure,
which disagreements if not resolved to SF Partnership, LLP's satisfaction would
have caused SF Partnership, LLP to make reference to this subject matter of the
disagreements in connection with SF Partnership, LLP's report, nor were there
any "reportable events" as such term is defined in Item 304(a)(3) of Regulation
S-B, promulgated under the Securities Exchange Act of 1934, as amended.

Our Board of Directors determined that, although we were very satisfied with the
quality of the audits prepared by SF Partnership, LLP, a new independent
certified public accountant would be in the best interests of our stockholders.
The decision not to renew the engagement with SF Partnership, LLP was approved
by our Board of Directors.

The audit report of SF Partnership, LLP for our year ended on December 31, 2004,
did not contain an adverse opinion, or a disclaimer of opinion, or qualification
or modification as to uncertainty, audit scope, or accounting principles, other
than the uncertainty regarding our ability to continue as a going concern.

On February 22, 2006, we engaged the firm of Davis Accounting Group P.C. to
serve as our independent registered public accountants for the fiscal year
ended December 31, 2005.

During the two fiscal years ended December 31, 2005 and 2004, and through
February 22, 2006, we have not consulted with Davis Accounting Group P.C.
regarding either:

1. The application of accounting principles to any specific transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
our financial statements, and neither a written report was provided to Davis
Accounting Group P.C. nor oral advice was provided that Davis Accounting Group
P.C. concluded was an important factor considered by our Board of Directors in
reaching a decision as to the accounting, auditing or financial reporting issue;
or

2. Any matter that was either subject of disagreement or event, as defined in
Item 304(a)(1)(iv) of Regulation S-B and the related instruction to Item 304 of
Regulation S-B, or a reportable event, as that term is explained in Item
304(a)(1)(iv) of Regulation S-B.


ITEM 8A. CONTROLS AND PROCEDURES

Based on their evaluation as of the end of the period covered by this annual
report on Form 10-KSB, our principal executive officer and principal financial
officer concluded that our disclosure controls and procedures, as defined in
Rule 13a-15(e) promulgated under the Securities Exchange Act of 1924, were
effective in design and operation. There have been no changes in our system of
internal control over financial reporting in connection with the evaluation by
our principal executive officer and principal financial officer during the
period since December 31, 2005 through the date of the filing of this Annual
Report on Form 10-KSB that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

ITEM 8B. OTHER INFORMATION

Not applicable.


                                       11
<PAGE>

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT

      The following table sets forth certain information regarding the members
of our Board of Directors and executive officers as of March 15, 2006:

Name            Age   Positions and Offices Held
-------------   ---   ---------------------------------------------------
Lavi Krasney     38   Chief Executive Officer and Director

Asher Zwebner    41   Principal Financial Officer, Treasurer And Director


      Our directors hold office until the next annual meeting of our
shareholders or until their successors are duly elected and qualified. Set forth
below is a summary description of the principal occupation and business
experience of each of our directors and executive officers for at least the last
five years.

      Our board of directors has no nominating, audit or compensation
committees.

      Lavi Krasney has been our CEO, principal executive officer, and a member
of our board of directors since our inception in November 2004. From 1998 to the
present, Mr. Krasney has been a director and economist for Otzarot Tarshish
Nechasim Vehashkaot LTD, a private company providing international business
development and marketing advisory services to Israeli companies. Mr. Krasney
received his B.A. from Haifa University School of Economics and Accounting in
1991, and his MBA from Tel Aviv University in 1998.

      Asher Zwebner, has been our treasurer and a member of our board of
directors since inception in November 2004. Since May, 2002, Mr. Zwebner has
served as the Chief Financial Officer of ForexManage Ltd., a private hi-tech
developer of Internet-based foreign exchange and risk management solutions based
in Israel. Prior to that, Mr. Zwebner served as the Chief Financial Officer of
SMC Ventures.com and for Britannica.com, both private companies located in
Israel. From 2000 through 2002, Mr. Zwebner served as a consultant for SMC
Ventures, a strategic services firm which provides business consulting services
for startup and established companies. From 1995 through 2000 Mr. Zwebner was a
senior manager at Kost Forer and Gabbay (a division of Ernst and Young in
Israel). Mr. Zwebner is a CPA in Israel and the United States, and received a BS
Degree in Accounting and Finance from Touro College in 1988.

Involvement in Certain Legal Proceedings

      We are not aware of any material legal proceedings that have occurred
within the past five years concerning any director, director nominee, or control
person which involved a criminal conviction, a pending criminal proceeding, a
pending or concluded administrative or civil proceeding limiting one's
participation in the securities or banking industries, or a finding of
securities or commodities law violations.


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<PAGE>

Limitation on Liability and Indemnification of Directors and Officers

      Our Certificate of Incorporation, as amended, provides to the fullest
extent permitted by Delaware law, that our directors or officers shall not be
personally liable to us or our shareholders for damages for breach of such
director's or officer's fiduciary duty. The effect of this provision of our
Articles of Incorporation, as amended, is to eliminate our right and that of our
stockholders (through stockholders' derivative suits on behalf of our company)
to recover damages against a director or officer for breach of the fiduciary
duty of care as a director or officer (including breaches resulting from
negligent or grossly negligent behavior), except under certain situations
defined by statute. We believe that the indemnification provisions in our
Certificate of Incorporation, as amended, are necessary to attract and retain
qualified persons as directors and officers.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") requires executive officers and directors and persons who own more than
ten percent of our common stock to file reports of ownership and changes in
ownership with the SEC. Such executive officers, directors and greater than ten
percent stockholders are also required by SEC rules to furnish us with copies of
all Section 16(a) forms they file. Based on information supplied to the Company
and filings made with the SEC, the Company believes that during the fiscal year
ended December 31, 2005, all Section 16(a) filing requirements applicable to its
Directors, officers, and greater than ten percent beneficial owners were
complied with.


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<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

      None of our officers or directors received or earned any compensation or
bonus from us for services rendered to us in fiscal year 2004. We also have not
made cash payment for salaries or bonuses in 2005; however, the Company has
accrued compensation in the amount of $10,000 to each Mr. Krasney and Mr.
Zwebner for each of the third and fourth quarters of the 2005 fiscal year, for a
total of $40,000.

      There are no stock option plans, retirement, pension, or profit sharing
plans for the benefit of our officers and directors other than as described
herein.

      We do not maintain key-man life insurance for any of our executive
officers or directors.

Stock Options

      As of March 15, 2006, we have not adopted an employee stock option plan
and do not have any options or warrants outstanding.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

      (i) The following table sets forth certain information concerning the
ownership of the Common Stock by (a) each person who, to the best of our
knowledge, beneficially owned on that date more than 5% of our outstanding
common stock, (b) each of our directors and executive officers and (c) all
current directors and executive officers as a group. The following table is
based upon an aggregate of 2,000,000 shares of our common stock outstanding as
of March 15, 2006.


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<PAGE>

<TABLE>
<CAPTION>
                              Number of Shares of      Percent of
                                 Common Stock         Common Stock
                                 Beneficially         Beneficially
Name of                         Owned or Right       Owned or Right
Beneficial Owner               to Direct Vote(1)    to Direct Vote(1)
---------------------------   -------------------   -----------------

                           <C>                   <C>
Lavi Krasney                            1,000,000                  50%

Asher Zwebner                           1,000,000                  50%


All directors and executive
officers as a group
(two persons)                           2,000,000                 100%
</TABLE>

(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "SEC") and generally includes voting or
investment power with respect to securities. In accordance with SEC rules,
shares of Common Stock issuable upon the exercise of options or warrants which
are currently exercisable or which become exercisable within 60 days following
the date of the information in this table are deemed to be beneficially owned
by, and outstanding with respect to, the holder of such option or warrant.
Except as indicated by footnote, and subject to community property laws where
applicable, to our knowledge, each person listed is believed to have sole voting
and investment power with respect to all shares of Common Stock owned by such
person.


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<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      On December 14, 2004, we acquired the rights to United States Patent No.
5,074,073 from Asher Zwebner, the patent owner. The Patent was granted to Asher
Zwebner by the United States Patent and Trademark Office on December 24, 1991,
and is scheduled to expire on December 24, 2008. As consideration for such
assignment, we have agreed to pay Mr. Zwebner 10% of all royalties we receive
from the sale and marketing of our product.

      From our inception through the period ended December 31, 2005, Mr. Zwebner
has loaned the Company $16,064.50 and Mr. Krasney has loaned the Company
$16,064.50. Such loans are interest free, have no specified repayment dates and
are due and payable upon demand. No formal written agreements have been entered
into and as of March 15, 2006, and the Company has not been requested to repay
these amounts.

ITEM 13. EXHIBITS

 3.1 Articles of Incorporation of the Company (*)
 3.2 By-Laws of the Company (*)
 3.3 Form of Common Stock Certificate of the Company (*)
23.1 Consent of Davis Accounting Group P.C., current auditor.
23.2 Consent of SF Partnership LLP, previous auditor.
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C Section 1350

(*)  Previously filed on Form SB-2 on September 19, 2005; file No. 333-128399
     and incorporated herein by reference.


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<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

      1) Audit Fees

The aggregate fees billed by Davis Accounting Group P.C. for professional
services rendered for the audit of the Company's annual financial statements for
the fiscal year ended December 31, 2005 was $10,000.

      2) Audit-Related Fees

The Company did not engage its principal accountants to provide assurance and
related services during the last two fiscal years.

      3) Tax Fees

The Company did not engage its principal accountants to provide tax compliance,
tax advice and tax planning services during the last two fiscal years.

      4) All Other Fees

The Company did not engage its principal accountants to render services to the
Company during the last two fiscal years, other than reported above.


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<PAGE>

SIGNATURES

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

                                   CDOOR CORP.

Dated:  March 30, 2006             By: /s/ Lavi Krasney
                                       ------------------------------
                                       Name: Lavi Krasney
                                       Title: Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

       Signature                     Title                     Date

/s/ Lavi Krasney            Chief Executive Officer       March 30, 2006
----------------------      and Director (Principal
Lavi Krasney                Executive Officer)


/s/ Asher Zwebner           Chief Financial Officer,      March 30, 2006
----------------------      Secretary and Treasurer
Asher Zwebner               (Principal Financial
                            Officer and Principal
                            Accounting Officer)


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