UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-K





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





For the
fiscal year ended December 31, 2008





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





For the
transition period from __________ to ______________








Commission
File
Number        000-51716





eDOORWAYS
CORPORATION, INC.


(Exact
name of registrant as apecified in its charter)





Delaware
            76-0513297(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)





820
      West Third Street, Suite 1103, Austin, TX
            78701(Address
      of principal executive offices)
            (Zip
      Code)





Registrant’s
telephone number, including area code   (866)
482-3829





Securities
registered under Section 12(b) of the Exchange Act:





Title
      of each class
            Name
      of each exchange on which registeredNone
            None





Securities
registered under Section 12(g) of the Exchange Act:





Common
stock, $.001 par value


(Title of
Class)





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


Yes     £       No   T





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


Act


Yes     £       No   T





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


1.
Yes    T    No   £


2.
Yes  T   No  £





Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of the registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.


£


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





Large
      accelerated filer  £
            Accelerated
      filer  £Non-accelerated
      filer  £
            Smaller
      reporting company  T(Do
      not check if a smaller reporting company)





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


Yes     £       No   T







1


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





As of
September 22, 2009 the aggregate market value of voting common stock held by
non-affiliates of the registrant is $34,921,918.   Shares of
common stock held by each officer and director have been excluded in that such
persons may be deemed to be affiliates.  This determination of
affiliate status is not necessarily a conclusive determination for other
purposes.








(ISSUERS
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST 5 YEARS)





Check
whether the issuer has filed all documents and reports required to be filed by
Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to
the distribution of securities under a plan confirmed by a court.


Yes     £       No   T





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





State the
number of shares outstanding of each of the registrant’s classes of common
equity, as of the latest practicable date.





As of
September 22, 2009, the Issuer had a total of 642,512,589shares of
common stock issued and outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





If the
following documents are incorporated by reference, briefly describe them and
identify the part of the Form 10-K (e.g. Part I, Part II, etc.) into which the
document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933. The listed documents should be
clearly described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1980).


2


TABLE OFCONTENTS





PART
      IITEM 1
            DESCRIPTION OF
      BUSINESS
            4ITEM 2
            DESCRIPTION OF
      PROPERTY
            11ITEM 3
            LEGAL
      PROCEEDINGS
            11ITEM 4
            SUBMISSION OF MATTERS TO A VOTE OF
      SECURITY HOLDERS
            11PART
      IIITEM 5
            MARKET FOR COMMON EQUITY AND RELATED
      STOCKHOLDER MATTERS
            12ITEM7
            MANAGEMENT’S DISCUSSION AND ANALYSIS
      OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
            14ITEM
      8
            FINANCIAL
      STATEMENTS
            17ITEM
      9
            CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
    DISCLOSURE
            36ITEM 9A
            CONTROLS AND
      PROCEDURES
            36ITEM 9B
            OTHER
      INFORMATION
            37PART
      IIIITEM
      10
            DIRECTORS,EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE
      GOVERNANCE
            38ITEM
      11
            EXECUTIVE
      COMPENSATION
            39ITEM
      12
            SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT
            42ITEM
      13
            CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS
            43ITEM 14
            PRINCIPAL ACCOUNTANT FEES AND
      SERVICES
            43ITEM
      15
            EXHIBITS
            43SIGNATURESEXHIBIT
      INDEX


3
 Table of Contents


PART
I





ITEM1. DESCRIPTION OF BUSINESS





OVERVIEW





eDoorways
Corporation, Inc. (the “Company”, “eDoorways,” “we” or “us”) was originally
incorporated in the state of Delaware on February 26, 1988 under the name
Technicraft Financial Ltd.  In October 1991, the name was changed to
LBM-US, Inc.  In a reverse merger in August of 1994, the company
acquired GK Intelligent Systems, Inc. and the Company adopted such
name.  In 2006, the Company changed its name to eDoorways Corporation,
Inc.





We are a
web-based service provider aimed at America's "net-generation" computer
users.  As a web based “Town Square”, we aim to provide businesses and consumers with a
platform for exchanging ideas, services and products within a highly
technologically sophisticated social networking environment.eDoorways
intends to offer a way to identify, locate and engage a varying array of
resources (both locally and globally) that will provide for advanced problem
solving, enhanced learning, conceptualizing and taking ideas to completion,
intelligent searches resulting in finding hard-to-get information, or buying and
selling items through sophisticated ecommerce networks.





We intend
to capitalize on current Web 2.0 community democratic Internet service offerings
like MySpace,
Craig’s List,
and Wikipedia.
We are also incorporating emerging Web 3.0 software
technologies.  Through Web 3.0, we believe that we will possess a
global reach and commerce potential that exceeds current service offerings on
the Internet.  We intend to offer today's generation of web users a
highly collaborative personal and work space that fosters new levels of
achievement and creativity.





PRODUCTS
AND SERVICES





As part
of our initial service offering, we are creating a web-based consumer problem
solving gateway, lifestyle information source and online business-to-consumer
marketplace designed to save the consumer valuable time and money by uniting
him/her with the global consumer community, retailers, and manufacturers in an
effective new way.  The service offering, or "doorway", is called
"SOLVE." The SOLVE doorway will serve as a central forum for new media
e-commerce business-to-consumer product marketing, customer support and
distribution.  We are targeting SOLVE to become a resource for anyone
who is actively engaged in pursuing a lifestyle - whether it's home improvement,
gardening, rebuilding old cars, or sports.  SOLVE will assist the
general public in solving daily problems. It also will assist the general public
in buying those things that are most important and relevant to its needs and
interests.





SOLVE
could offer a wide range of businesses a unique opportunity to present their
products and services to a broader market. The "storefronts" that businesses
establish on SOLVE will be predicated on the concept that they are bringing
relevant expert assistance to consumers at their critical moment of need. This
will give our business clients a chance to build clientele and strengthen their
brand by engaging consumers through service and support. In doing so, such
businesses will have a new way to not only retain current customers, but also
reach potential new customers, close the sale, and build a long-standing
relationship.





Example
of a Typical "SOLVE" Transaction





Imagine
that your hot water heater in your home is not working
correctly.  Unfortunately, troubleshooting malfunctioning hot water
heaters is not your area of expertise.  To garner the information you
need, you enter the eDoorways gateway on your laptop computer.  Inside
eDoorways, you're escorted to the Home Improvement lifestyle area where you're
able to review in-depth and comprehensive information about your problem
supplied and maintained by others in the democratic community who have relevant
expertise.   Next, you choose to speak with subject matter
experts representing home improvement products and service vendors who offer to
lend a hand.  You select a local vendor who introduces John, the hot
water heater troubleshooting expert.  With John's knowledgeable
guidance and support, you gain the expertise necessary to diagnose the nature of
the problem - a worn out coil.  John offers to have a new one sent
over immediately from their store down the street, or they can have it waiting
for you to pick up.  However, you decide that maybe its time for a new
and larger 75 gallon heater.  John points you to their water heater
manufacturer's representative, who assists you in making a purchase
choice.  Shortly thereafter, the new heater is on its way to your
home.





The
example above narrowly describes how the "SOLVE" doorway of eDoorways can be of
service.   However, we believe that SOLVE’s capabilities are far
greater than described above, offering real-time group problem solving and
collaborative capabilities and many other features.


4
 Table of Contents


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




1.
            A
      performance support feature that assists consumers in resolving current
      lifestyle problems and issues on a real-time collaborative basis;
      and





2.
            An
      e-marketplace where vendors are allowed to establish "storefronts" where
      they can communicate directly with
consumers.





These two
service elements will be uniquely combined into a single, seamless interface to
provide an environment designed to foster collaborative teamwork between the
consumer, other members of the broader consumer community, retailers, and
manufacturers.





SOLVE
will be first and foremost a problem solver, allowing "lifestyle consumers" to
quickly research and assess their problem (like installing brake pads on the
car, or planting the right landscape at home) with the aid and valuable
knowledge of thousands of others who have a solution at hand that they're
willing to share.  The idea is to put the consumer in a unique
problem-solving environment that can effectively assist him/her in obtaining the
right solution and acquiring the resources (i.e., products and services)
necessary to put the solution in motion.  To do this, we make the
consumer, relevant retailers and manufacturers, and the consuming public as a
whole (who have contextual experience potentially valuable to the person with
the problem) part of a single goal-oriented team.





With its
second service component of the SOLVE, eDoorways will be an e-commerce
business-to-consumer marketplace.  Once the consumer has a solution at
hand, retailers/manufacturers can help him/her acquire necessary
products/services quickly and conveniently.   Manufacturers also
can assist the consumer by offering context-relevant information, guidance and
support, promotional offers and the business-to-consumer tools geared to solve
the consumer's problem.





Today,
eDoorways is prepared to launch with the introduction of SOLVE.  The
soft launch date for SOLVE has been announced as October 1, 2009.  We
are continuing our software development activities to accomplish this
objective.  We are also engaged in service pre-marketing
activities.  Between the soft and beta launches, we will actively
market SOLVE to small businesses and consumers in the Austin regional
area.  We will take the initial feedback we receive from the soft
launch via focus group testing and testimonials to make any necessary
modifications before the beta launch.  The beta launch of SOLVE is
scheduled to occur before the end of 2009.  At that time, we will “go
live”, making the SOLVE service offering available for the Austin
marketplace.








Features
& Benefits





Key
differentiators of the SOLVE service offering will be increased consumer
empowerment through a higher level of engagement with retailers, manufacturers
and other consumers, and a stronger orientation toward customer service and
improved ways for retailers to identify prospects and close the
sale.  These can be explained as follows.





–
            Offers
      new perspectives about lifestyles they would never have thought to ask
      about;





–
            Provides
      consumers with context-specific expertise for solving practical daily
      problems related to health, the home, family,
  etc.;





–
            Serves
      as a source for lifestyle education and personal
    improvement;





–
            Offers
      unprecedented consumer access to lifestyle/entertainment and information
      resources (products and services);





–
            Offers
      consumers a unique forum for lifestyle community; allows them to engage in
      social interaction with peers who share similar interests and
      priorities;





–
            Engages
      consumers by inviting them to participate in solutions to lifestyle issues
      and problems, and;





–
            Minimizes
      time and money wasted when consumers are forced to resort to
      trial-and-error solutions.


5
 Table of Contents


SOLVE
will also benefit vendors because it:





–
            Serves
      as a new platform for business commerce, delivering targeted "gold nugget"
      prospects (consumers) to vendors. Offers vendors a forum for demonstrating
      credibility and an avenue for closing the prospective
      customer;





–
            Provides
      a robust environment for CRM and targeted marketing.  Creates an
      avenue for personalized engagement and relationship
    building;





–
            Allows
      businesses of all types and sizes to engage in the global market and
      compete with much larger, established
entities;





–
            Offers
      emerging companies an opportunity to compete with the market-share leaders
      in their industry, and grow their revenues without an enormous investment
      in physical infrastructure;





–
            Offers
      market-share leaders a unique, affordable opportunity to attract
      additional new customers and more importantly, an avenue to cement a
      long-term relationship with existing customers by making services
      available 24/7/365;





–
            Offers
      businesses a way to drive consumer traffic to brick-and-mortar facilities,
      and;





–
            Reinforces
      the concept that businesses can offer true customer service and genuine
      solutions.





Technologies
Used to Provide Services





We
believe that the initial SOLVE service offering will be accomplished through the
integration of the following software technologies:





–
            "Targeting"
      software - used to pinpoint consumers' physical location and market
      availability; available from numerous
vendors.





–
            "Push"
      software - used to drive "permission" marketing campaigns of our partners;
      available from numerous vendors.





–
            Systems
      integration software - used to "manage" all of the above; available from
      numerous vendors.





Intelligent
search software – used to assist consumers in obtaining timely and relevant
solutions to their problems, both within the context of the moment and over a
long period of time.





–
            “Intelligent”
      teaching software - our proprietary expert systems based educational
      software; to be updated and revised to accommodate recent advances in
      presentation and transmission
capabilities.





eDOORWAYS’
“Intelligent” Teaching Technology





We
developed our “intelligent” teaching technology in a previous incarnation of the
company approximately 10 years ago.  At that time, the teaching
technology established itself as an internationally known brand that received
numerous awards for technical and marketing excellence.  It is our
intent to use the technology as part of our SOLVE service
offering.  In addition, we are exploring other opportunities for the
teaching technology in the marketplace.





A key
aspect of the first SOLVE service element is the fact that eDoorways brings
additional resources to bear in solving the consumer's problem.  One
important resource is that of training and education on relevant lifestyle
topics and issues, which is supported by our “intelligent” instructional
technology.  We have developed a highly advanced and internationally
accredited teaching technology known as the “intelligent” instructional
technology.





Our
advanced software is an intuitive learning technology that creates a customized
user profile by assessing the knowledge and skill level, and the strengths and
weaknesses of the user through a sophisticated, yet easy to use Q&A format.
As the user interacts with the learning environment, his/her profile and
progress are benchmarked against an already stored “expert profile” of the
demonstrated knowledge and skill that an expert in the field would have. Using
the “expert profile” as a comparison, the program gauges the users progress and
modifies the level of support accordingly, giving the less skilled user prompts
and menus that are not provided to the more experienced user.


6
 Table of Contents


The
Other "Doorways" of the eDOORWAYS Brand





We also
intend to create six additional “doorways” to our platform and service
offering.  Each doorway will be given a unique name, such as the
initial SOLVE doorway, and will be established in the marketplace as a distinct
sub-brand.  Although these doorways have yet to be named, each is
unique in their service offerings, as follows:





Doorway
      II
            Enter
      a world of enhanced personal participation where there are no hindrances
      due to your lack of knowledge.   Obtain a more rich and
      thorough experience of any lifestyle activity with the help of an
      environment that brings you all relevant aspects of the
      lifestyle.  If you like to tinker and explore, this doorway will
      be for you.





Doorway
      III
            This
      doorway will offer an opportunity for anyone wishing to create a training
      experience for others or to further their own education to achieve their
      objective.  It will offer a feature new to learning - the
      ability to tap into the skill and knowledge of others in a real-time venue
      to create a learning experience.





Doorway
      IV
            This
      doorway brings technology, tolerance, and talent together to create new
      ideas, products, and possibilities. Imagine being able to go to a special
      place where you can air your creative thinking, run it by others of a
      similar mind, and turn it into a tangible, productive project using the
      unlimited human and information resources of the
  web.





Doorway
      V
            This
      doorway connects those who want to help with those who need
      it.  This extraordinary doorway will give those who wish to
      serve others the opportunity to bring tremendous focus and impact to their
      charitable action.  You will be able to make your action known
      to those who care so that they may assist you in bringing your unique
      capabilities to a world in need.





Doorway
      VI
            With
      this doorway, consumers will be able to bring and apply focus to their
      mind.  It will offer tools and a supportive environment for
      self-help and analysis.  If you are interested in enhancing your
      personal ability, this doorway will bring you the resources you need to
      move forward.





Doorway
      VII
            The
      Cardinal Doorway that leads to and orchestrates all others.  It
      is the source of the technology and horsepower that drives the other six
      doorways.  Doorway VII is the all-seeing, all-knowing personal
      assistant.  No matter which doorway you're in, Doorway VII will
      be standing at your side as your personal guide, assistant and
      mentor.  It can tell you the questions you should be asking to
      accomplish your goal.  And it is the ultimate provider of
      resources.  Doorway VII will be the constant observer of both
      your actions and those of the world, reaching out to the world at the
      proper moment to bring you the exact knowledge and resources you
      need.  Doorway VII will be constantly observing and learning,
      thereby enhancing the nature of the services it can
  offer.





We
anticipate, although no assurance can be given, that we will complete the
branding plan on or before the end of December,2009.  Until such time,
we will not be able to make a final determination of the technologies we will
require to offer the services contemplated above.





COMPETITION





eDOORWAYS
will be an open website with typical HTML interactivity that people can access
through internet searches as well as from a variety of partner/client
websites.  eDOORWAYS' first doorway, SOLVE, will compete either
directly or indirectly with the following web-based
entities:  GenieTown, LooBoo, The Local Guru, Local, Yub, Slide,
Facebook, LinkedIn, Yahoo Answers, MySpace, and Fatdoor.  However, we
believe that these competitors do not have a collaboratively-based contextual
(real time) service offering of the type contemplated by our business
plan.





Below is
a brief description of each of the businesses that we believe may be deemed to
compete, either directly or indirectly, with our business.


7
 Table of Contents




Competitor
            DescriptionGenieTown
            The
      company helps consumers hire quality service providers. Services are
      offered in nearly every category. On GenieTown, anyone can be a Genie and
      everyone can find the right Genie for the job. GenieTown leverages the
      power of the Web and matches consumers with local service providers in a
      safe, efficient, and trusted manner.LooBoo
            LooBoo
      provides an extensive search database that is intended to provide its
      users with the ability to find businesses within a particular
      location.The
      Local Guru
            The
      Local Guru’s mission is to deliver valuable tools and marketing for
      skilled Canadian residents, allowing people of like-skills to build
      relationships and grow business and contacts.  Their goal is to
      become Canada's most effective way to link skilled persons with people in
      their community. TheLocalGuru.com is about capturing that skill and
      enabling people to leverage it for the benefit of self and
      community.Local
            Local.com
      is a leader in local search with the Local.com search engine and related
      products that deliver relevant search results. With more than 20 patents
      held or pending for search engine technologies, Local.com designed its
      local search engine to help users quickly and easily find the most
      relevant results for local businesses, products, and services. In addition
      to the local search engine, Local.com offers products and services that
      help advertisers, business partners and local businesses optimize results
      for local search queries, effectively matching end user searches with
      advertisers in ways that are beneficial to both sets of Local.com
      customers.Yub
            Yub
      is an online mall where people meet, hang together, and get up to 25% back
      for shopping.   The number of products listed in Yub's mall
      is 5,921,625.  Like a real mall, you can hang out with friends,
      meet others, and people watch.  Unlike a real mall, Yub
      personalizes your shopping and pays you for it.Slide
            Slide
      is the largest personal media network in the world, reaching more than 134
      million unique global viewers each month and 30 percent of the U.S.
      Internet audience. Slide helps people express themselves and tell stories
      through personalized photos and videos created on Slide.com and viewed
      anywhere on the web or desktop.
              
              Slide
      widgets — including Slideshows, Guestbooks, SkinFlix and FunPix — are
      popular on top social networking and blog platforms, including MySpace,
      Facebook, Bebo, Hi5, Friendster, Tagged, Piczo and Blogger. Slide is also
      the leading application developer on Facebook with more than 63 million
      applications installed, including SuperPoke and Top Friends, the most
      active application by more than four times that of any other 3rd party
      developer.Facebook
            Facebook
      is a social utility that connects people with friends and others who work,
      study and live around them. People use Facebook to keep up with friends,
      upload an unlimited number of photos, share links and videos, and learn
      more about the people they meet. Facebook is made up of many networks,
      each based around a company, region, or school. You can join the networks
      that reflect your real-life communities to learn more about the people who
      work, live, or study around you.LinkedIn
            LinkedIn's
      mission is to help people be more effective in their daily work and open
      doors to opportunities using the professional relationships they already
      have. A LinkedIn network consists of a person’s connections, their
      connections’ connections, and the people they know, linking them to
      thousands of qualified
professionals.


8
 Table of Contents




Yahoo!
              Answers
            With
      Yahoo! Answers, one can get real answers from real people.  A
      user can ask questions easily, answer others' questions, and see what
      others are asking.MySpace
            MySpace
      permits:·
            Friends
      who want to talk Online·
            Single
      people who want to meet other Singles·
            Matchmakers
      who want to connect their friends with other friends·
            Families
      who want to keep in touch--map your Family Tree·
            Business
      people and co-workers interested in networking·
            Classmates
      and study partners·
            Anyone
      looking for long lost friends.Fatdoor
            Fatdoor
      aims to connect users with their neighbors by providing a localized social
      network for their physical community. The website integrates with
      Microsoft Virtual Earth to display local business and residential listings
      on an interactive map. Once users claim their listings, they can add
      profiles and put down their interests. Users can then plan events and form
      local interest groups with the
site.





Based on
SOLVE’s design, we believe that none of the primary competitors we have
identified above can or has attempted to offer an intensive problem solving
service of the nature that we've developed.  Moreover, although
websites such as Google and Ask.com offer their search capabilities as a problem
solving tool, the searches that can be performed on such websites do not
approximate the kind of collaborative problem solving service we are
contemplating and as such, these sites are not deemed by us to be competitors of
the Company.  The eDoorways search function is combined with
context-relevant information and other useful functions such as placing
consumers in contact with retailers and manufacturers in
real-time.  This will enable consistent and continuous product/service
status reports along with all other availabile information, guidance and
support.  It will also provide valuable context-relevant "community
chat" solutions offered by other consumers familiar with the problem faced by
the searching consumer.





Moreover,
SOLVE will also provide a dedicated e-commerce marketplace with an extensive
collaborative component.  While companies like Craigslist and eBay
compete in the buy-sell arena, neither offer a service that would allow
retailers and manufacturers to collaborate with the consumer on a real-time
basis.





The
combination of the services and components of the SOLVE doorway, along with
other proprietary functions of the platform yield an Interactive Intelligent
search system that lies at the heart of our Web 3.0 consumer model.





Our
"SOLVE" branding strategy is based in a large part on our perception that the
Internet services market is moving toward a new phase.  We foresee a
major push in the direction of aggregating both static and contextual
information of potential interest to consumers and rendering that information to
consumers in a form that is easier to understand and relate to.  It
can be safely assumed that the larger, more dominant players in the market will
take the lead in this effort.   Our plan is to move quickly and
effectively in an attempt to assume a dominant role in the niche before the
larger players are able to act.





In view
of the above, eDOORWAYS' competitive advantage for SOLVE and its value-add may
be summarized as follows:





-           End-user
benefits of SOLVE: On the same web page, we will provide our users the solution
to a problem, validated by millions of experts, as well as the enabler who can
provide the “tools” needed to arrive at that solution, whether that is actual
products or services.





-           Partner
Benefits:  Our partners will have the opportunity to attract new
customers, get closer to existing customers, learn about real-life business
trends earlier and more efficiently than they do today, and grow sales while
leveraging their existing infrastructure (i.e., they are already invested in web
selling.)


9
 Table of Contents


DEPENDENCE
ON ONE OR A FEW MAJOR CUSTOMERS





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





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





In
2009, the Company filed applications for three Service Marks for the names
“iDoorways”, “Consumer 3.0” and “eDOORWAYS”.  As of September 22,
2009, these applications were still pending.





NEED
FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES





Not
applicable.





EFFECTS
OF EXISTING OR PROBABLE GOVERNMENT REGULATIONS ON OUR BUSINESS





As
Internet commerce continues to evolve, increasing regulation by federal, state
or foreign agencies may become more likely and our business may be subject to
increase regulation in the area of data privacy, and laws and regulations
applying to the solicitation, collection, processing or use of personal or
consumer information.  Any such laws could result in a decline in the
use of the Internet and the viability of Internet-based products and services,
which could harm our business and operating results.





RESEARCH
AND DEVELOPMENT ACTIVITIES AND COSTS





All of
our research and development activities are presently borne by the
Company.  As of August 31, 2009, we have spent $3,905,454 on research
and development activities.  The Company issued 313,763,690 shares of
common stock from 2007 through the date of this filing valued at $2,682,826 to
account for a portion of the research and development.





Our
business plan calls for us to expend a total of approximately $2,800,000 over
the next twelve months for research and development. The company is currently
negotiating a line of credit agreement with independent third parties to provide
for the funds necessary to cover our anticipated research and development
expenses, however, no assurance can be given that we will be successful in
obtaining such line of credit, or that such will be on terms favorable to
us.





COSTS
AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS





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





EMPLOYEES





As of
December 31, 2008 and thereafter, we had one (1)
employee.   During 2008, to lower operating costs, we relied on
consultants rather than employment contracts.


10
 Table of Contents


ITEM2. DESCRIPTIONOF PROPERTY





Our
current headquarters is located in Austin, Texas and consists of a small office
we rented beginning in October of 2007  This space is targeted to
become our base of operations for launching the Company in the Austin, Texas
market beginning in the fourth quarter of 2009.  Upon the leases
expiry, the Company anticipates, although no assurance can be given, that such
lease will be renewed on a monthly basis at a cost of $3,595 per
month.





We
believe that our existing facilities are adequate to meet current requirements,
and that suitable additional or substitute space will be available as needed to
accommodate any further physical expansion of operations and for relocation of
the headquarters to Austin.





ITEM3. LEGALPROCEEDINGS





On
February 10, 2000, the Texas Workforce Commission placed an administrative lien
on us in the amount of $109,024 in connection with a claim for unpaid
compensation by our former employees.





A default
judgment was taken against us in favor of Marathon Oil Company on August 31,
1999 in the amount of $326,943 representing past and future rentals under a
lease agreement, together with $7,500 in attorney's fees and post judgment
interest at 10% per annum until paid, credit towards the judgment was ordered
for sale of personal property by the Sheriff or Constable. We believe the
personal property sold for approximately $28,000. To the extent that the
property was leased during the unexpired term, it is possible that there would
be a mitigation of the damages claim in our favor. We believe that some or all
of the space was subsequently rented approximately 90 days later. The remaining
$306,443 has been accrued in our financial statements under the heading
Judgments payable.





On August
31, 2006, Deanna S. Slater, an independent contractor formerly with M Power
Entertainment, Inc., brought suit in County Civil Court at Law Number Four in
Harris County, Texas, Docket Number 872,560, alleging breach of contract,
quantum meruit, promissory estoppel and for attorney's fees.  Ms
Slater did not claim any specific dollar amount in damages but the court on
December 29, 2006 granted our Special Exceptions and she amended her petition
alleging the amount she sought in damages along with certain other pleading
requirements.   The pre-lawsuit demand was for payment of
$15,785.   Trial was held on this matter in November
2007.  On December 31, 2007 the court awarded Deanna S. Slater the sum
of $3,400 and $5,000 to her attorneys. We recorded the amount of $8,400 in our
Financial Statements as of December 31, 2008 and 2007.





The
amount of accrued interest on all these unpaid judgments totaled $384,667 as of
December 31, 2008.





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





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





No
matters were submitted to a vote of securities holders during the fiscal year
ended December 31, 2008.


11
 Table of Contents


PART
II





ITEM5.MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS





Our
common stock is presently traded in the over-the-counter market and quoted on
the National Association of Securities Dealers' OTC Bulletin Board System under
the ticker symbol "EDWY.OB."





The
following table describes, for the respective periods indicated, the prices
of  our common stock in the over-the-counter market, based on
inter-dealer bid prices, without retail mark-up, mark-down or
commissions.  The figures below may not necessarily represent actual
transactions.





Fiscal 2008
            High
            LowFirst
      Quarter (1)
            $.012
            $0.005Second
      Quarter (1)
            $0.075
            $0.011Third
      Quarter (1)
            $0.035
            $0.005Fourth
      Quarter (1)
            $0.005
            $0.001Fiscal 2007
            High
            LowFirst
      Quarter (1)
            $0.0019*
            $0.0005*Second
      Quarter (1)
            $0.0012*
            $0.005*Third
      Quarter (1)
            $0.8
            $0.195Fourth
      Quarter (1)
            $0.58
            $0.009*Split-adjusted











Holders





There
were approximately 140 holders of record of our Common Stock as of September 22,
2009.





Transfer
Agent





Our
registrar and transfer agent is American Registrar and Transfer Co. 342 East 900
South, Salt Lake City, Utah 84111.





Dividends





We have
not declared any cash dividends with respect to our common stock, and we do not
intend to declare dividends in the foreseeable future. We anticipate that any
earnings generated from our operations will be used to finance our ongoing
operations and growth.





Equity
Compensation Plans





Below is
a table setting forth the compensation plans under which equity securities of
the Company are authorized for issuance:


Plan Category
            
            Number of securities to be issued upon exercise of
      outstanding options, warrants and rights
              (a)
            
            
            Weighted-average exercise price of outstanding
      options, warrants and rights
              (b)
            
            
            Number of securities remaining available for
      future issuance under equity compensation plans (excluding securities
      reflected in column (a))
              (c)Equity compensation plans approved by security
      holders
            
            
            678,253
            
            
            
            0.2404
            
            
            
            39,321,747Total
            
            
            678,253
            
            
            
            0.2404
            
            
            
            39,321,747


12
 Table of Contents


Recent
Sales of Unregistered Securities





Debt
Securities





We issued
31,906,738 shares in 2008 to retire mostly short term notes
payable.  The notes bear 0% interest and mature on various short term
periods and are convertible into shares of common stock.  In 2008, the
Company borrowed $36,400 through these types of notes.  Many of those
outstanding at the end of 2007 and most of those originated in 2008 were retired
by the issuance of the earlier stated shares.





During
October and November 2007, we borrowed a total of $91,100 under various
short-term convertible notes payable.  The notes bear interest at 0%,
matured within 10 days, and were convertible into shares of common stock at
between $0.075 and $0.09 per share (50% of the market price of the common stock
on the date of issuance of the notes).  Subsequent to September 30,
2007, all of these convertible notes in the amount of $91,100 were converted
into 1,575,776 shares of common stock.  Upon conversion we recognized
a $54,000 loss on extinguishment of debt due to the conversion price being
greater than the amount owed on two loans. Under the terms of the warrants
issued in connection with the 6% convertible debentures, if the Company issues
common stock at a discount to the exercise price of the warrants, the exercise
price of the warrants to purchase shares of common stock is adjusted downward in
proportion to the discount given in the new equity issuance.  The
outstanding warrants affected by this change are 749 warrants with an exercise
price of $3.20 expiring March 30, 2014 and 14,999 warrants with an exercise
price of $200.00 which expired unexercised on April 18, 2009.





On
October 25, 2007, the Company completed a financing agreement with private
investors and received cash proceeds of $250,000.  We issued the
investors secured convertible debentures totaling $250,000 with an 8% interest
rate and a maturity date of October 25, 2010.  The debentures are
convertible into common shares at a discount of 50% of the average of the lowest
three (3) trading prices during the twenty (20) trading day period prior to
conversion. We simultaneously issued to the private investors seven year
warrants to purchase 10,000,000 common shares at an exercise price of
$0.0001.





On March
30, 2007 (the “Closing”), we entered into a
Securities  Purchase  Agreement  (the  "Securities
Purchase Agreement") with New Millennium Capital Partners II, LLC, AJW Qualified
Partners,  LLC, AJW Offshore,  Ltd. and
AJW  Partners,  LLC  (collectively,  the
"Investors").  Under the terms of the Securities Purchase Agreement,
on March 30, 2007, the Investors purchased an aggregate of (i) $165,000 in
callable convertible secured notes (the "Notes") and (ii) warrants to purchase
1,500,000 shares of our common stock (the "Warrants").  After the
effect of our reverse common stock split of 2000 to 1 in 2007 the warrants were
reduced to 750 shares.





ITEM
6. SELECTED FINANCIAL DATA





Not
required.


13
 Table of Contents


ITEM7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.





FORWARD-LOOKING
STATEMENTS





Much of
the discussion in this Item is “forward-looking” as that term is used in Section
27A of the Securities Act and Section 21E of the Securities Exchange Act of
1934, as amended. Actual operations and results may materially differ from
present plans and projections due to changes in economic conditions, new
business opportunities, changed business conditions, and other developments.
Other factors that could cause results to differ materially are described in our
filings with the Securities and Exchange Commission.  There are
several factors that could cause actual results or events to differ materially
from those anticipated, and include, but are not limited to general economic,
financial and business conditions, changes in and compliance with governmental
laws and regulations, including various state and federal environmental
regulations, our ability to obtain additional financing from outside investors
and/or bank and mezzanine lenders and our ability to generate sufficient
revenues to cover operating losses and position us to achieve positive cash
flow. Readers are cautioned not to place undue reliance on the forward-looking
statements contained herein, which speak only as of a certain
date.  We undertake no obligation to update any forward-looking
statements.





Plan
of Operation





During
the next 12 months, we will direct our resources to the development, branding,
and launch of our web service offering.   This includes both the
SOLVE doorway and Doorway II. We intend to enter into strategic alliances, form
joint ventures and acquire interests in companies whose products and services
integrate into the eDOORWAYS platform, however, no assurance can be given that
we will be successful in forming such strategic alliances.   The
Company plans on completing its soft and beta launches of Solve by the end of
2009.  In the first and second quarter of 2010, the Company will
undertake the soft and beta launch of Doorway II.





To date,
we have raised $2,342,500 in capital.  In order to execute on our plan
of operations, we will require approximately $3,000,000 during the fourth
quarter of 2009.  Without this funding, we will not have enough
working capital to continue operations.  If we are successful in
raising the additional $3,000,000, such would be allocated as
follows:  $1 million will be used for completion of the platform
(including the licensing of applications), $500,000 for its launch starting in
Austin, Texas and the remaining balance of $1.5 million will be used for
facilitating the national launch for SOLVE, as well as expenses such as general
and administrative, marketing, and consulting.  The next six months
will be devoted to the testing the "SOLVE" doorway of the service offering, with
the remainder of 2009 dedicated to the launch and 2010 transitioning into the
national launch and initiating development of Doorway II.





The
Company is currently negotiating a line of credit agreement with an independent
third party for a major portion of the funding we require.  However,
no assurance can be given that the Company will be successful in obtaining such
line of credit, or that if such line of credit is made available, that such will
be on terms favorable to us.





Liquidity
and Capital Resources





As
reflected in the accompanying financial statements for the fiscal year ending
December 31, 2008, the Company had general and administrative expenses in the
amount of $4,403,689, which includes the payment of compensation to our
directors and officers in the amount of $668,000, which is a result of the
increased company activity  relating to the completion of development
of the launch of our first doorway.  This increased activity resulted
in a loss from operations of $6,745,727; negative cash flows from operations of
$76,580; a working capital deficiency of $3,094,656 and has a stockholders’
deficiency of $7,849,157. This raises substantial doubt about its ability to
continue as a going concern. The ability of the Company to continue as a going
concern is dependent on the Company’s ability to raise additional capital and
implement its business plan. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.





Management
believes that actions presently being taken to obtain additional funding and
implement its strategic plans provide the opportunity for the Company to
continue as a going concern.


14
 Table of Contents


Off-Balance
Sheet Arrangements





None.





Critical
Accounting Policies





A critical
accounting policy is defined as one that is both material to the presentation of
our financial statements and requires management to make difficult, subjective
or complex judgments that could have a material effect on our financial
condition and results of operations. Specifically, critical accounting estimates
have the following attributes: 1) we are required to make assumptions about
matters that are highly uncertain at the time of the estimate; and 2) different
estimates we could reasonably have used, or changes in the estimate that are
reasonably likely to occur, would have a material effect on our financial
condition or results of operations.





Estimates
and assumptions about future events and their effects cannot be determined with
certainty. We base our estimates on historical experience and on various other
assumptions believed to be applicable and reasonable under the circumstances.
These estimates may change as new events occur, as additional information is
obtained and as our operating environment changes. These changes have
historically been minor and have been included in the financial statements as
soon as they became known. Based on a critical assessment of our accounting
policies and the underlying judgments and uncertainties affecting the
application of those policies, management believes that our financial statements
are fairly stated in accordance with accounting principles generally accepted in
the United States, and present a meaningful presentation of our financial
condition and results of operations. We believe the following critical
accounting policies reflect our more significant estimates and assumptions used
in the preparation of our financial statements:





Use of
Estimates—These financial statements have been prepared in accordance
with accounting principles generally accepted in the United States and,
accordingly, require management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Specifically, our management has estimated variables used to
calculate the Black Scholes and binomial lattice model calculations used to
value derivative instruments discussed below under "Valuation of Derivative
Instruments". In addition, management has estimated the expected economic life
and value of our licensed technology, our net operating loss for tax purposes,
share-based payments for compensation to employees, directors, consultants and
investment banks, and the useful lives of our fixed assets. Actual results could
differ from those estimates.





Deferred
Financing Costs—Payments, either in cash or share-based payments, made in
connection with the sale of debentures are recorded as deferred debt issuance
costs and amortized using the effective interest method over the lives of the
related debentures.





Fair Value of
Financial Instruments—For certain of our financial instruments, including
accounts receivable, accounts payable, accrued expenses, interest payable, bank
overdraft, advances payable and notes payable, the carrying amounts approximate
fair value due to their relatively short maturities.





Valuation of
Derivative Instruments—FAS 133, "Accounting for Derivative Instruments
and Hedging Activities" requires bifurcation of embedded derivative instruments
and measurement of fair value for accounting purposes. In addition, FAS 155,
"Accounting for Certain Hybrid Financial Instruments" requires measurement of
fair values of hybrid financial instruments for accounting purposes. In
determining the appropriate fair value, the Company uses a variety of valuation
techniques including Black Scholes models, Binomial Option Pricing models,
Standard Put Option Binomial models and the net present value of certain penalty
amounts. Derivative liabilities are adjusted to reflect fair value at each
period end, with any increase or decrease in the fair value being recorded in
results of operations as Adjustments to Fair Value of Derivatives. The effects
of interactions between embedded derivatives are calculated and accounted for in
arriving at the overall fair value of the financial instruments. In addition,
the fair values of freestanding derivative instruments such as warrant
derivatives are valued using the Black Scholes model.





Stock Based
Compensation— The Company follows the fair value recognition provisions
of FAS 123(R). Stock-based compensation expense is recognized in the financial
statements for granted, modified, or settled stock options based on estimated
fair values.


15
 Table of Contents


ITEM
      7A.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





Not  Required


16
 Table of Contents


ITEM8.FINANCIAL STATEMENTS








Report
of Independent Registered Public Accounting Firms








REPORTOF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM











To the
Shareholders


eDOORWAYS


(A
Development Stage Company)


Austin,
Texas





We have
audited the accompanying balance sheet of eDOORWAYS Corporation as of December
31, 2008, and the related statements of operations, statements of stockholders’
deficit, and statements of cash flows for the year then ended and for the period
from inception (January 1, 2006) to December 31, 2008. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits. The financial statements for the period from
inception through December 31, 2007 were audited by other auditors whose report
expressed unqualified opinions on those statements. The financial statements for
the period from inception through December 31, 2007 include total revenues and
net loss of $0 and $6,141,168, respectively. Our opinion on the statements of
operations, stockholders' deficit and cash flows for the period from inception
through December 31, 2008, insofar as it relates to amounts for prior periods
through December 31, 2007, is based solely on the report of other
auditors.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects the financial position of eDOORWAYS Corporation as of December
31, 2008, and the results of its operations and its cash flows for the year then
ended and for the period from inception to December 31, 2008, in conformity with
accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming that eDOORWAYS
will continue as a going concern. As discussed in Note 2 to the financial
statements, eDOORWAYS has suffered recurring losses from operations and has
working capital and stockholders’ deficits as of December 31, 2008. These
factors raise substantial doubt about the Company’s ability to continue as a
going concern. Management’s plans in regard to these matters are also discussed
in Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.








/s/ GBH
CPAs, PC





GBH CPAs,
PC


www.gbhcpas.com


Houston,
Texas


September
30 2009


17
 Table of Contents


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the
Board of Directors of:


EDOORWAYS
CORPORATION





We have
audited the accompanying balance sheets of eDOORWAYS Corporation. as of December
31, 2007 , and the related statements of operations, changes in stockholders’
deficiency and cash flows for the two years then ended. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.





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





In our
opinion, the financial statements referred to above present fairly in all
material respects, the financial position of eDOORWAYS Corporation as of
December 31, 2007  and the results of its operations and its cash
flows for the two years then ended in conformity with accounting principles
generally accepted in the United States of America.








The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern issue. As discussed in Note 10 to the financial
statements, the Company has a loss from operations of $1,676,577, a negative
cash flow from operations of $1,179,321, a working capital deficiency of
$4,821,940 and a stockholders' deficiency of $4,593,154. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans concerning these matters are also described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.





WEBB
& COMPANY, P.A.





Boynton
Beach, Florida


May 14,
2008


18
 Table of Contents


eDOORWAYS
CORPORATION


(A
DEVELOPMENT STAGE COMPANY)
 BALANCE
SHEETS


December 31,
            
            
            December 31,2008
            
            
            2007ASSETSCURRENT
      ASSETSCash
            
            $
            5,467
            
            
            $
            45,647OTHER
      ASSETSFixed
      assets, net of accumulated depreciation of $2,215 and $1,660,
      respectively
            
            
            3,334
            
            
            
            3,889Deferred
      financing costs, net of accumulated amortization of $-0- and $218,052,
      respectively
            
            
            -
            
            
            
            215,686Deposits
            
            
            2,000
            
            
            
            9,211TOTAL
      ASSETS
            
            $
            10,801
            
            
            $
            274,433LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      payable – trade
            
            $
            743,075
            
            
            $
            450,651Judgments
      payable
            
            
            838,610
            
            
            
            802,294Stock
      payable
            
            
            354,312
            
            
            
            -Accrued
      expenses – related parties
            
            
            403,043
            
            
            
            -Accrued
      expenses – other
            
            
            92,518
            
            
            
            198,135Current
      portion of notes payable
            
            
            668,565
            
            
            
            176,158Convertible
      debentures 6%, net of discount of $-0- and $1,811,528,
      respectively
            
            
            -
            
            
            
            434,826Convertible
      debenture derivative liability
            
            
            -
            
            
            
            2,805,523TOTAL
      CURRENT LIABILITIES
            
            
            3,100,123
            
            
            
            4,867,587LONG
      TERM LIABILITIESNotes
      payable
            
            
            4,759,835
            
            
            
            -TOTAL
      LIABILITIES
            
            
            7,859,958
            
            
            
            4,867,587Commitments
      and contingencies (Note 6)
            
            
            -
            
            
            
            -STOCKHOLDERS'
      DEFICITSeries
      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
            
            
            
            1Common
      stock, $0.001 par value per share; 990,899,000 shares authorized;
      317,747,047 and 13,318,846 shares issued and outstanding,
      respectively
            
            
            317,747
            
            
            
            13,318Additional
      paid-in capital
            
            
            66,003,083
            
            
            
            62,818,788Accumulated
      deficit
            
            
            (61,284,093
            
            
            
            (61,284,093
            )Deficit
      accumulated during development stage
            
            
            (12,886,895
            )
            
            
            (6,141,168
            )TOTAL
      STOCKHOLDERS’ DEFICIT
            
            
            (7,849,157
            
            
            
            (4,593,154
            )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
            
            $
            10,801
            
            
            $
            274,433





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


19
 Table of Contents


eDOORWAYS
CORPORATION


(A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF OPERATIONS
 FOR THE
YEARS ENDED DECEMBER 31, 2008 AND 2007 AND FOR THE PERIOD FROM JANUARY 1, 2006
(INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER 31, 2008


Year Ended
      December 31,
            
            
            From development stage inception (January 1,
      2006) through December 31,2008
            
            
            2007
            
            
            2008REVENUE
            
            $
            -
            
            
            $
            -
            
            
            $
            -OPERATING
      EXPENSESGeneral
      and administrative
            
            
            4,403,689
            
            
            
            2,109,451
            
            
            
            8,673,184Loss
      on disposal of equipment
            
            
            -
            
            
            
            9,287
            
            
            
            9,287Total
      operating expenses
            
            
            4,403,689
            
            
            
            2,118,738
            
            
            
            8,682,471LOSS
      FROM OPERATIONS
            
            
            (4,403,689
            )
            
            
            (2,118,738
            )
            
            
            (8,682,471
            )OTHER
      INCOME (EXPENSES)Gain
      (loss) on derivative liability
            
            
            (1,366,315
            )
            
            
            1,333,727
            
            
            
            (2,103,592
            )Interest
      expense
            
            
            (811,286
            )
            
            
            (838,266
            )
            
            
            (2,021,696
            )Loss
      on debt extinguishment
            
            
            (164,437
            )
            
            
            (54,000
            )
            
            
            (79,836
            )Other
      income
            
            
            -
            
            
            
            700
            
            
            
            700Total
      other income (expenses)
            
            
            (2,342,038
            )
            
            
            442,161
            
            
            
            (4,204,424
            )NET
      LOSS
            
            $
            (6,745,727
            )
            
            
            (1,676,577
            )
            
            
            (12,886,895
            )LOSS
      PER SHARE:Basic
      and diluted
            
            $
            (0.04
            )
            
            $
            (1.64
            )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING:Basic
      and diluted
            
            
            181,899,834
            
            
            
            1,020,011





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


20
 Table of Contents


EDOORWAYS
CORPORATION


(A
DEVELOPMENT STAGE COMPANY)


STATEMENT
OF STOCKHOLDERS’ DEFICIT


FOR THE
YEARS ENDED DECEMBER 31, 2008 AND 2007 AND FOR THE PERIOD FROM JANUARY 1, 2006
(INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER 31, 2008





Series C Preferred
    Stock
            
            
            Series D Preferred
    Stock
            
            
            Common Stock
            
            
            Additional
      Paid-inCapital
            
            
            AccumulatedDeficit
            
            
            Development
      Stage Accumulated Deficit
            
            
            Total
      Stockholders’ DeficitShares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Shares
            
            
            AmountBalance,
      December 31, 2005 (Restated)
            
            
            -
            
            
            $
            -
            
            
            
            -
            
            
            $
            -
            
            
            
            21,329
            
            
            $
            22
            
            
            $
            60,136,387
            
            
            $
            (61,284,093
            )
            
            $
            -
            
            
            $
            (1,147,684
            )Common
      stock issued for services
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            7,170
            
            
            
            7
            
            
            
            502,282
            
            
            
            
            
            
            
            
            
            
            
            502,289Common
      stock issued for conversion of debt
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            9,250
            
            
            
            9
            
            
            
            19,694
            
            
            
            
            
            
            
            
            
            
            
            19,703Preferred
      stock G Kimmons
            
            
            
            
            
            
            
            
            
            
            1,000
            
            
            
            1
            
            
            
            
            
            
            
            
            
            
            
            762,975
            
            
            
            
            
            
            
            
            
            
            
            762,976Derivative
      liability converted to equity
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            52,174
            
            
            
            
            
            
            
            
            
            
            
            52,174Net
      loss for the year ended December 31, 2006
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (4,464,591
            )
            
            
            (4,464,591
            )Balance,
      December 31,2006
            
            
            -
            
            
            $
            -
            
            
            
            1,000
            
            
            $
            1
            
            
            
            37,749
            
            
            $
            38
            
            
            $
            61,473,512
            
            
            $
            (61,284,093
            )
            
            $
            (4,464,591
            )
            
            $
            (4,275,133
            )Common
      stock issued for services
            
            
            
            
            
            
            
            
            
            
            -
            
            
            
            
            
            
            
            10,008,000
            
            
            
            10,008
            
            
            
            591,192
            
            
            
            
            
            
            
            
            
            
            
            601,200Conversions
      of debt and promissory notes  into equity
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            3,274,097
            
            
            
            3,273
            
            
            
            290,771
            
            
            
            
            
            
            
            
            
            
            
            294,044Fair
      value of derivatives converted to equity
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            433,132
            
            
            
            
            
            
            
            
            
            
            
            433,132Beneficial
      conversion feature converted to equity
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            59,180
            
            
            
            
            
            
            
            
            
            
            
            59,180Cancelled
      shares for services
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,000
            )
            
            
            (1
            )
            
            
            (28,999
            )
            
            
            
            
            
            
            
            
            
            
            (29,000
            )Net
      loss for the year ended December 31,2007
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,676,577
            )
            
            
            (1,676,577
            )Balance
      – December 31, 2007
            
            
            -
            
            
            $
            -
            
            
            
            1,000
            
            
            $
            1
            
            
            
            13,318,846
            
            
            $
            13,318
            
            
            $
            62,818,788
            
            
            $
            (61,284,093
            )
            
            $
            (6,141,168
            )
            
            $
            (4,593,154
            )Preferred
      stock issued for  compensation
            
            
            750,000
            
            
            
            750
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            134,250
            
            
            
            -
            
            
            
            -
            
            
            
            135,000Preferred
      stock issued for services
            
            
            250,000
            
            
            
            250
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            44,750
            
            
            
            -
            
            
            
            -
            
            
            
            45,000Common
      stock issued for services
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            229,384,143
            
            
            
            229,384
            
            
            
            1,844,916
            
            
            
            -
            
            
            
            -
            
            
            
            2,074,300Common
      stock issued for compensation
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            40,437,500
            
            
            
            40,438
            
            
            
            312,325
            
            
            
            -
            
            
            
            -
            
            
            
            352,763Common
      stock issued for debt conversion
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            34,606,738
            
            
            
            34,607
            
            
            
            813,290
            
            
            
            -
            
            
            
            -
            
            
            
            847,897Fair
      value of derivatives converted to equity
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            4,489
            
            
            
            -
            
            
            
            -
            
            
            
            4,489Discount
      on convertible debt
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            16,262
            
            
            
            -
            
            
            
            -
            
            
            
            16,262Fair
      value adjustment for elimination of derivatives
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            14,013
            
            
            
            -
            
            
            
            
            
            
            
            14,013Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            
            
            
            
            (6,745,727
            )
            
            
            (6,745,727
            )Balance
      - December 31, 2008
            
            
            1,000,000
            
            
            $
            1,000
            
            
            
            1,000
            
            
            $
            1
            
            
            
            317,747,227
            
            
            $
            317,747
            
            
            $
            66,003,083
            
            
            $
            (61,284,093
            )
            
            $
            (12,886,895
            )
            
            $
            (7,849,157
            )





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


21
 Table of Contents


EDOORWAYS
CORPORATION


(A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF CASH FLOWS


Year Ended
      December 31,
            
            
            From January 1, 2006 (Inception)
      to December 31, 20082008
            
            
            2007CASH
      FLOWS FROM OPERATING ACTIVITESNet
      loss
            
            $
            (6,745,727
            )
            
            $
            (1,676,577
            )
            
            $
            (12,886,895
            )Adjustments
      to reconcile net loss to net cash used in operating
      activitiesDepreciation
      and amortization expense
            
            
            555
            
            
            
            793
            
            
            
            1,903Amortization
      of deferred financing costs
            
            
            132,732
            
            
            
            143,505
            
            
            
            372,676Amortization
      of note payable discount
            
            
            529,163
            
            
            
            347,652
            
            
            
            1,025,815Notes
      payable issued for services
            
            
            665,000
            
            
            
            -
            
            
            
            665,000Common
      and preferred stock issued for services
            
            
            1,438,607
            
            
            
            855,309
            
            
            
            2,643,754Common
      and preferred stock issued for compensation
            
            
            1,168,456
            
            
            
            -
            
            
            
            1,931,431Change
      in fair value of derivatives
            
            
            1,366,315
            
            
            
            (1,333,727
            )
            
            
            2,050,515Gain
      on conversion of notes payable
            
            
            164,437
            
            
            
            54,000
            
            
            
            79,836Shares
      issued for lawsuit settlement
            
            
            -
            
            
            
            -
            
            
            
            14,500Interest
      on loan discount fees
            
            
            -
            
            
            
            -
            
            
            
            137,952Loss
      on disposal of equipment
            
            
            -
            
            
            
            9,287
            
            
            
            9,287Changes
      in operating assets and liabilities:Prepaid
      insurance
            
            
            -
            
            
            
            14,809
            
            
            
            -Deposits
            
            
            7,211
            
            
            
            (4,411
            )
            
            
            2,000Accounts
      payable
            
            
            292,424
            
            
            
            399,139
            
            
            
            534,076Stock
      payable
            
            
            354,312
            
            
            
            -
            
            
            
            354,312Judgments
      payable
            
            
            36,316
            
            
            
            
            
            
            
            36,316Accrued
      expenses
            
            
            110,576
            
            
            
            10,900
            
            
            
            237,692Accrued
      expenses – related parties
            
            
            403,043
            
            
            
            -
            
            
            
            386,394Net
      cash used in operating activities
            
            
            (76,580
            )
            
            
            (1,179,321
            )
            
            
            (2,403,436
            )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of property and equipment
            
            
            -
            
            
            
            (9,525
            )
            
            
            (9,525
            )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from issuance of new debt
            
            
            36,400
            
            
            
            506,100
            
            
            
            2,342,500NET
      DECREASE IN CASH
            
            
            (40,180
            )
            
            
            (682,746
            )
            
            
            (70,461
            )CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
            
            
            45,647
            
            
            
            728,393
            
            
            
            75,928CASH
      AND CASH EQUIVALENTS, END OF PERIOD
            
            $
            5,467
            
            
            $
            45,647
            
            
            $
            5,467Cash
      paid for:Interest
            
            
            -
            
            
            
            -
            
            
            
            -Non
      cash investing and financing transactions:Increase
      in deferred financing cost
            
            $
            -
            
            
            $
            64,000
            
            
            $
            255,630Conversion
      of derivative liability
            
            $
            4,489
            
            
            $
            660,997
            
            
            $
            717,660Common
      stock issued to convert debt
            
            $
            847,897
            
            
            $
            240,043
            
            
            $
            1,107,643Outstanding
      warrants reclassified to equity
            
            $
            14,013
            
            
            $
            -
            
            
            $
            14,013Increase
      in derivative liabilities
            
            $
            -
            
            
            $
            2,126,585
            
            
            $
            4,126,585Debt
      discount on convertible debt
            
            $
            16,262
            
            
            $
            415,000
            
            
            $
            431,262Restructuring
      of convertible debt
            
            $
            5,295,000
            
            
            $
            -
            
            
            $
            5,295,000





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


22
 Table of Contents


eDOORWAYS
CORPORATION


(A
DEVELOPMENT STAGE COMPANY)


Notes to
Financial Statements





Note
1 - Summary of Significant Accounting Policies





Nature
of Business





The
Company is a development stage entity incorporated in Delaware in 1988, under
the name "Technicraft Financial, Ltd." In August 1994, the Company acquired GK
Intelligent Systems, Inc., a Texas corporation, and changed its name to GK
Intelligent Systems, Inc. Through 1999, the Company was principally engaged in
the development and marketing of software products capable of interaction with
and adaptation to the needs of software users and interpretation of data. The
Company changed its name in 2005 to M Power Entertainment, Inc. M Power planned
to create a lifestyle information/entertainment platform. In 2006, M Power
redesigned its platforms. Its new platforms were designed to offer an enhanced
form of interactivity and support for today's visually-oriented web surfing
community.  On August 20, 2007, the Company changed its name to
eDOORWAYS Corporation.





eDOORWAYSis a web-based
personal lifestyle information enhancement and problem solving gateway,
lifestyle information source, and business-to-consumer marketplace. Our business
strategy is to obtain revenue from lifestyle product and service purchases made
while consumers visit our marketplace.





Basis
of Presentation





The
financial statements and accompanying notes are prepared in accordance with
accounting principles generally accepted in the United States of America. The
Company is a Development Stage Company, as defined by Statement of Financial
Accounting Standards No.7 “Accounting and Reporting for Development Stage
Enterprises.”  The Company re-entered the development stage on January
1, 2006 after disposing of its operations in M Power.





Reclassifications





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





Use
of Estimates





In
preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management makes estimates
and assumptions that affect the reported amounts of assets and liabilities in
the balance sheet and revenue and expenses in the statement of operations.
Examples include estimates of loss contingencies, including legal risks and
exposures, valuation of stock-based compensation; the potential outcome of
future tax consequences of events that have been recognized in our financial
statements or tax returns; and valuation of derivative
instruments.  Actual results could differ from those
estimates.





Cash
and Cash Equivalents





The
Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents. These accounts may at
times exceed federally insured limits. The Company has not experienced any
losses on such accounts.  As of December 31, 2008, there were no cash
balances in excess of federally insured limits.


23
 Table of Contents


Fair
Value of Financial Instruments





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








Deferred
Financing Costs





Payments,
either in cash or share-based payments, made in connection with the sale of
debentures are recorded as deferred debt issuance costs and amortized using the
effective interest method over the lives of the related debentures.





Property,
Plant & Equipment





Property
and equipment are carried at cost and as of December 31, 2008, and consists
solely of computer equipment. Depreciation is provided using the straight-line
method for financial reporting purposes based on estimated useful lives of three
years.





The cost
of asset additions and improvements that extend the useful lives of property and
equipment are capitalized. Routine maintenance and repair items are charged to
current operations. The original cost and accumulated depreciation of asset
dispositions are removed from the accounts and any gain or loss is reflected in
the statement of operations in the period of disposition.





Valuation
of Derivative Instruments





FAS 133,
"Accounting for Derivative Instruments and Hedging Activities" requires
bifurcation of embedded derivative instruments and measurement of fair value for
accounting purposes. In addition, FAS 155, "Accounting for Certain Hybrid
Financial Instruments" requires measurement of fair values of hybrid financial
instruments for accounting purposes. In determining the appropriate fair value,
the Company uses a variety of valuation techniques including Black Scholes
models, Binomial Option Pricing models, Standard Put Option Binomial models and
the net present value of certain penalty amounts. Derivative liabilities are
adjusted to reflect fair value at each period end, with any increase or decrease
in the fair value being recorded in results of operations as Adjustments to Fair
Value of Derivatives. The effects of interactions between embedded derivatives
are calculated and accounted for in arriving at the overall fair value of the
financial instruments. In addition, the fair values of freestanding derivative
instruments such as warrant derivatives are valued using the Black Scholes
model.





Income
Taxes





An asset
and liability approach is used for financial accounting and reporting for income
taxes. Deferred income taxes arise from temporary differences between income tax
and financial reporting and principally relate to recognition of revenue and
expenses in different periods for financial and tax accounting purposes and are
measured using currently enacted tax rates and laws. In addition, a deferred tax
asset can be generated by net operating loss carryforwards (“NOLs”). If it is
more likely than not that some portion or all of a deferred tax asset will not
be realized, a valuation allowance is recognized.





Revenue
Recognition


24
 Table of Contents


The
Company recognizes revenues when services have been performed, collections are
reasonably assured and no further obligations exist.  eDOORWAYS had no
revenues from continuing operations in 2008 or 2007.





Stock-Based
Compensation





Stock-based
compensation expense includes the estimated fair value of equity awards vested
during the reporting period.  The expense for equity awards during the
reporting period is determined based upon the grant date fair value of the award
and is recognized as expense on the grant date.  All shares issued to
date for stock-based compensation have vested on the grant date.





Loss
Per Share





Basic and
diluted net income (loss) per share calculations are presented in accordance
with Statement of Financial Accounting Standards (“SFAS”) No. 128, and are
calculated on the basis of the weighted average number of common shares
outstanding during the period. They include the dilutive effect of common stock
equivalents in periods with net income.





Common
stock equivalents represent the dilutive effect of the assumed conversion of
convertible notes payable and Series C convertible preferred stock, using the
“if converted” method, at either the beginning of the respective period
presented or the date of issuance, whichever is later, and only if the common
stock equivalents are considered dilutive based upon the Company's net income
(loss) position at the calculation date. Common stock equivalents also include
the effect of the exercise of outstanding warrants using the treasury stock
method, at either the beginning of the respective period presented or the date
of issuance, whichever is later, and only if the warrants are considered
dilutive based upon the exercise price of the warrants and the average trading
price of the stock during the period.  All common stock equivalents
were considered anti-dilutive for the years ended December 31, 2008 and
2007.





Recently
issued accounting pronouncements





eDOORWAYS
does not expect that any recently issued accounting pronouncements will have a
significant impact on the financial statements of the Company.








Note
2 – Going Concern





These
financial statements have been prepared on a going concern basis. As of December
31, 2008, eDOORWAYS had an accumulated deficit of $74,170,988 and a working
capital deficit of $3,094,656. The continuation of eDOORWAYS as a going concern
is dependent upon financial support from its shareholders, the ability to obtain
necessary equity or debt 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.





eDoorways
is currently seeking debt or equity financing to fund its development plan
although no financing arrangements are currently in place and the Company can
provide no assurance that financing will be available on terms acceptable to the
Company or at all.  Management believes, however, that actions
presently being taken to obtain additional funding and implement its strategic
plans provide the opportunity for the Company to continue as a going
concern.


25
 Table of Contents


Note
3 - Convertible Debentures





On March
30, 2007, the Company entered into a Securities Purchase Agreement (the
“Securities Purchase Agreement”) with New Millennium Capital Partners II, LLC,
AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC
(collectively, the “Investors”). Under the terms of the Securities Purchase
Agreement, the Investors purchased an aggregate of (i) $165,000 in callable
convertible secured notes (the “Notes”) and (ii) warrants to purchase 1,500,000
shares of our common stock (the “Warrants”). After the effect of the reverse
common stock split of 2000 to 1 in 2007 the warrants were reduced to 750
shares.





The Notes
carried an interest rate of 8% and a maturity date of March 30, 2010. The notes
were convertible into our common shares at 50% of the average of the lowest
three (3) trading prices for our shares of common stock during the twenty (20)
trading day period prior to conversion.





In
addition, the Company granted the investors a security interest in substantially
all of its assets and intellectual property as well as registration
rights.





The
Company simultaneously issued to the Investors seven year warrants to purchase
1,500,000 shares of common stock at an exercise price of $.0016 per common
share.





The
Investors contractually agreed to restrict their ability to convert the Notes
and exercise the Warrants and receive shares of the Company’s common stock such
that the number of shares of the Company’s common stock held by them and their
affiliates after such conversion or exercise does not exceed 4.99% of the then
issued and outstanding shares of the Company’s common stock.





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





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





December 31,
            
            
            20082008
            
            
            2007
            
            
            Gain (Loss)Embedded
      derivative – Convertible Debentures
            
            $
            -
            
            
            $
            2,715,417
            
            
            $
            (1,442,408
            )(a,b)Freestanding
      derivative – Warrants
            
            
            -
            
            
            
            90,106
            
            
            
            76,093
            (c)Total
            
            $
            -
            
            
            $
            2,805,523
            
            
            $
            (1,366,315
            )


26
 Table of Contents


(a)
            During
      the year ended December 31, 2008, the holders of the Convertible
      Debentures elected to convert principal in the amount of $5,770 into
      2,700,000 shares of common stock.  This resulted in a decrease
      in the derivative liability of $4,489, which represented the fair value of
      the embedded derivative associated with converted principal on the date of
      conversion.





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





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





The
derivatives were valued using the Black-Scholes Option Pricing
Model.  The variables used in the valuation of these derivatives as of
August 29, 2008 (the date of revaluation) were as follows:





Volatility
            357%
      - 486%Discount
      rate
            1.90%
      - 3.34%Expected
      dividend rate
            0%Stock
      price on the measurement date
            $   0.03Expected
      term
            .17
      – 6.32 years








During
April 2008, eDOORWAYS received notice of default from the holders of its
convertible debentures, because eDOORWAYS had not issued shares of common stock
based on conversion notices from the holders of the Convertible Debentures. On
August 29, 2008 and amended January 26, 2009, and further amended on August 4,
2009 eDOORWAYS and the holders of the Convertible Debentures entered into a
repayment agreement on the notes (“New Notes”).  Under the terms of
the New Notes, eDOORWAYS will be required to make monthly payments in the
following amounts beginning August of 2009:





Monthly Amount
            
            
            Total Each PeriodMonth
      1-3
            
            $
            32,115
            
            
            $
            96,346Month
      4-6
            
            
            53,976
            
            
            
            161,928Month
      7-12
            
            
            80,963
            
            
            
            485,778Month
      13-24
            
            
            134,939
            
            
            
            1,619,268Month
      25-36
            
            
            242,890
            
            
            
            2,914,680Total
            
            
            
            
            
            $
            5,278,000





Under the
terms of the New Notes, as amended, 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.





The
Company has not made the payments as were required under the New
Notes.  Accordingly, on August 4, 2009, eDOORWAYS entered into an
amendment to the New Notes; Under the amendment to the New Notes, eDOORWAYS at
its option can elect to make payments with common stock of the Company at the
current market value.  The number of shares of common stock to be
issued upon each payment shall be determined by dividing the amount of the
monthly payment by the Conversion Price.  The Conversion Price shall
equal the lowest trading price for the common stock during the five day trading
period ending one day prior to the date that the Company gives the notice that
it intends to make its payment in stock.


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eDOORWAYS
evaluated the conversion feature arising from the amendment to the New Notes
under SFAS No. 133 "Accounting for Derivatives" and EITF 00-19 "Accounting for
Derivative Financial Instruments Indexed to and Potentially Settled in a
Company's Own Stock".  eDOORWAYS determined that the conversion
feature contained an embedded derivative for the conversion option. The
conversion option allowed for an indeterminate number of shares to potentially
be issued upon conversion. This results in eDOORWAYS being unable to determine
with certainty they will have enough shares available to settle any and all
outstanding common stock equivalent instruments. eDOORWAYS would be required to
obtain shareholder approval to increase the number of authorized shares needed
to share settle those contracts. Because increasing the number of shares
authorized is outside of eDOORWAYS control, this results in these instruments
being classified as liabilities under EITF 00-19 and as derivatives under SFAS
No. 133.  Further, the Company will be required to measure the fair
value of the conversion feature at each reporting period and reflect changes in
the fair value in its statement of operations.





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





AmountPrincipal
      amount of Convertible Debentures
            
            $
            2,240,584Fair
      value of embedded derivative liability
            
            
            4,153,336Accrued
      interest on Convertible Debentures
            
            
            290,351Less:Unamortized
      deferred financing costs
            
            
            (82,954
            )Unamortized
      discount
            
            
            (1,298,627
            )Carrying
      amount of Convertible Debentures
            
            
            5,302,690Less:
      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 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.


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 Table of Contents


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





On
December 29, 2008, New Notes in the principal amount of $2,000 were converted
into 2,406,738 shares of common stock.  The shares issued were valued
on the date of the transaction.  As a result of the transaction, the
Company recognized a loss of $7,627 on conversion of debt.





Note
4 – Notes payable and convertible notes payable





During
October and November 2007, eDOORWAYS borrowed a total of $91,100 under various
short-term convertible notes payable. The notes bear interest at 0%, matured
within 10 days, and were convertible into shares of common stock at between
$0.075 and $0.09 per share (50% of the market price of the common stock on the
date of issuance of the notes).  During the fourth quarter of 2007,
all of these convertible notes in the amount of $91,100 were converted into
1,575,776 shares of common stock. Upon conversion we recognized a $54,000 loss
on extinguishment of debt due to the conversion price being greater than the
amount owed on two of the loans. Under the terms of the warrants issued in
connection with the 6% convertible debentures, if the Company issues common
stock at a discount to the exercise price of the warrants, the exercise price of
the warrants to purchase shares of common stock is adjusted downward in
proportion to the discount given in the new equity issuance. The outstanding
warrants affected by this change are 750 warrants with an exercise price of
$3.20 expiring March 30, 2014 and 15,000 warrants with an exercise price of $200
that expire April 18, 2013.





On
October 25, 2007, the Company completed a financing agreement with private
investors and received cash proceeds of $250,000. eDOORWAYS issued the investors
secured convertible debentures totaling $250,000 with an 8% interest rate and a
maturity date of October 25, 2010. The debentures are convertible into common
shares at a discount of 50% of the average of the lowest three (3) trading
prices during the twenty (20) trading day period prior to
conversion.  eDOORWAYS simultaneously issued to the private investors
seven year warrants to purchase 10,000,000 common shares at an exercise price of
$0.0001.





At
December 31, 2008, eDOORWAYS had various unsecured notes payable totaling
$102,000 bearing imputed interest rates from 8% to 18% per annum, and accrued
interest of $92,518 for a total of $194,518 as of December 31, 2008. These notes
payable are due on demand. We are not making payments on any of these
notes.





During
the year ended December 31, 2008, eDOORWAYS issued unsecured notes payable to
various private investors for total cash proceeds of $36,400.  The
notes had a term of 10 days and were non-interest bearing.  They were
convertible into common stock of eDOORWAYS at a rate of between $0.001 and
$0.033 per common share during the 10-day term of the note.  Notes in
the principal amount of $3,000 were converted into common stock of eDOORWAYS,
the remaining $33,400 have passed the ten-day term in which conversion was
allowed.  These notes have not been repaid and are currently in
default.





During
the year ended December 31, 2008, the holder of a $3,000 promissory note
converted the debt into 1,000,000 shares of common stock valued at
$10,000.  The shares were valued at the fair value on the date of
settlement of $0.01 per share. As a result, eDOORWAYS recognized a loss on debt
settlement of $7,000.


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 Table of Contents


eDOORWAYS
evaluated the terms of all its convertible notes in accordance with EITF 98-5
and EITF 00-27 and concluded that these notes did not result in a
derivative.  eDOORWAYS evaluated the terms of the convertible notes
and concluded that there was a beneficial conversion feature.  The
discount related to the beneficial conversion feature was valued at $16,262 at
inception based on the intrinsic value of the discount.  The discount
was amortized using the effective interest method over the 10 day term of each
note.    During the year ended December 31, 2008, $16,262
was charged to additional-paid-in capital for the amortization of the beneficial
conversion feature.





During
the year ended December 31, 2008, eDOORWAYS issued promissory notes in the
amount of $665,000 to various individuals and companies in exchange for services
provided to the Company.  The notes carried no interest and had a term
of 10 days.  They were convertible into common stock of eDOORWAYS at a
rate of between $0.006 and $0.025 per common share during the 10 day term of the
notes.  The holders of each of these notes elected to convert them
into a total of 28,500,000 shares of common stock.  The shares were
valued at fair value of the date of settlement of $822,500.  As a
result, eDOORWAYS recognized a loss on debt settlement of $157,500.





The
aggregate maturities of notes payable for the five years subsequent to December
31, 2008 are as follows:





Year
      ending December 31,2009
            
            $
            668,5652010
            
            
            1,449,2352011
            
            
            2,588,1242012
            
            
            722,476Total
            
            $
            5,428,400








Note
5 - Federal Income Tax





At
December 31, 2008, eDOORWAYS had net operating loss carryforwards of
approximately $12,800,000 that may be offset against future taxable income. All
other losses incurred by eDOORWAYS in 2005 and previous years are not expected
to be available. These net operating loss carryforwards will expire beginning in
2026.





The
valuation allowance at December 31, 2008 was $4,718,929. The net change in
valuation allowance for the year ended December 31, 2008 was an increase of
$1,807,906.





The tax
effects of significant temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities are presented
below for the years end December 31, 2008 and 2007.





2008
            
            
            2007Deferred
      tax assetNet
      operating loss carryforward
            
            $
            4,480,000
            
            
            $
            2,672,094Stock
      options issued for services
            
            
            238,929
            
            
            
            238,929Other
            
            
            -
            
            
            
            -Total
      gross deferred tax assets
            
            $
            4,718,929
            
            
            $
            2,911,023Less:
      Valuation allowance
            
            
            (4,718,929
            )
            
            
            (2,911,023
            )Net
      deferred tax asset
            
            $
            -
            
            
            $
            -





The
effective tax rate is substantially the same as the statutory rate for the years
ended December 31, 2008 and 2007.


30
 Table of Contents


Note
6 - Commitments and Contingencies





A)
Litigation





Texas Workforce Commission.
On February 10, 2000, the Texas Workforce Commission placed an administrative
lien on us in the amount of $109,024 in connection with a claim for unpaid
compensation by our former employees.  This amount is included in
accrued expenses at December 31, 2008. The remaining $109,024 plus accrued
interest at 8% has been accrued in our financial statements under the
heading  Judgments payable as of December 31, 2008.





Marathon Oil Company. A
default judgment was taken against us in favor of Marathon Oil Company accrued
in our financial statements under the heading "accrued expenses" on August 31,
1999 in the amount of $326,943 representing past and future rentals under a
lease agreement, together with $7,500 in attorney's fees and post judgment
interest at 10% per annum until paid. Credit towards the judgment was ordered
for sale of personal property by the Sheriff or Constable. We believe the
personal property sold for approximately $28,000. To the extent that the
property was leased during the unexpired term, it is possible that there would
be a mitigation of the damages claim in our favor. We believe that some or all
of the space was subsequently rented approximately 90 days later. The remaining
$306,443 plus accrued interest at 8% has been accrued in our financial
statements under the heading Judgments payable as of December 31,
2008.





Deanna S.
Slater.  On August 31, 2006, Deanna S. Slater, an independent
contractor formerly with M Power Entertainment, Inc., brought suit in County
Civil Court at Law Number Four in Harris County, Texas, Docket Number 872,560,
alleging breach of contract, quantum meruit, promissory estoppel and for
attorney's fees. The pre-lawsuit demand was for payment of
$15,785.   Trial was held on this matter in November
2007.  On December 31, 2007 the court awarded Deanna S. Slater the sum
of $3,400 and $5,000 to her attorneys. $8,400 plus accrued interest at 8% has
been accrued in our financial statements under the heading Judgments payable as
of December 31, 2008.





The
amount of accrued interest on all these unpaid judgments totaled $384,667 as of
December 31, 2008 and is reflected in Judgments payable in our financial
statements.





B)
Consulting Agreements





Gary Kimmons.On
January 1, 2008, eDOORWAYS entered into a three year employment agreement with
Gary Kimmons, to act as the CEO and President of the Corporation.  The
agreement will automatically extend at the end of the 3 year term, unless
notification is given by either party to terminate.  Compensation was
set and authorized by the  Board of Directors and agrees to compensate
Mr. Kimmons in the following manner: a) Monthly salary of $25,000 (annual salary
of $300,000); b) $60,000 annual cash bonus representing 20% of Executive's
annual base salary (executive may elect to receive bonus in  the form
of common stock rather than a cash payment); c) Company will issue 30,000,000
(thirty million) shares of restricted common stock to the Kimmons Family
Partnership, LTD, as a reward for Mr. Kimmons' retention and accomplishments
related to the eDOORWAYS initiative in 2008; and, d) eDOORWAYS will issue
750,000 (seven hundred fifty thousand) shares of Series C convertible preferred
stock (See Note 8 – STOCKHOLDER’S EQUITY) to be issued in the name of The
Kimmons Family Partnership, LTD as a signing bonus to be given to Executive at
the time the employment agreement was executed on January 1, 2008.





The
30,000,000 shares of restricted common stock were valued at $270,000, and the
750,000 shares of Series C convertible preferred stock were valued at $135,000,
based on the market value of the common stock that it could be converted into on
the date of issuance of $0.009 per common share.  The Series C
convertible preferred stock was valued using a market value equivalent of twenty
shares of common stock.  eDOORWAYS recorded the value of the common
and preferred stock as general and administrative expense.


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 Table of Contents


During
the year ended December 31, 2008, Mr. G. Kimmons received an additional
4,062,500 shares of common stock and $36,563 in cash in partial settlement of
amounts owed under this contract.  As of December 31, 2008, accrued
compensation and expense reimbursements of $318,243 were included in accrued
expenses to related parties.





Lance Kimmons.On
January 1, 2008, eDOORWAYS entered into a one year consulting services agreement
with Lance Kimmons (a director of eDOORWAYS) to assist with operations and
business development of eDOORWAYS.  Mr. L. Kimmons will also serve on
the board of directors for the year 2008, and will receive the monthly director
compensation of $2,500 per month, in addition to a $7,000 per month fee for
consulting services in relation to the business development aspect of the
contract.  During the year ended December 31, 2008, Mr. L. Kimmons
received 11,250,000 shares of common stock and $5,000 in cash in partial
settlement of amounts owed under this contract.  As of December 31,
2008, accrued compensation of $83,000 was included in accrued expenses to
related parties.





Kathryn
Kimmons.On January 1, 2008, eDOORWAYS entered into a
non-employee director agreement with Kathryn Kimmons (a related party) to serve
on the Board of Directors for the year 2008 and receive monthly director
compensation of $2,500.  During the year ended December 31, 2008, Ms.
Kimmons received 6,375,000 shares of common stock and $9,500 in cash in partial
settlement of amounts owed under this contract.  As of December 31,
2008, accrued director compensation of $1,800 was included in accrued expenses
to related parties.





Ajene Watson.On
March 10, 2008, eDOORWAYS entered into a consulting agreement (“Watson
Agreement”) with Ajene Watson, an individual consultant and a related party in
New York, who is charged with establishing an entertainment vertical service
offering as a component of eDOORWAYS.  The agreement had an initial
"trial" period of 90 days and converted to a month-to-month agreement
thereafter. Ajene Watson and his affiliates received, upon execution of the
agreement, a retainer of $155,000 in the form of a non-refundable cash retainer
of $5,000; a non- refundable equity retainer of $105,000 in free trading common
stock at a price of $0.0025 per common share or 42,000,000 share s and a
non-refundable equity retainer of $45,000 in restricted common stock at a price
of $0.005 per common share or 9,000,000 shares, according to the share values
stipulated in the agreement. The agreement was executed on March 10, 2008 and
approved by the Board on March 11, 2008.





eDOORWAYS
valued those shares in accordance with generally accepted accounting principles
at the then current fair value of the equity of $0.012 a share on March 10, 2008
or $612,000 in aggregate. This amount was recorded as general and administrative
expense during 2008.





Under the
terms of the contract beginning April 1, 2008, eDOORWAYS shall pay Ajene Watson
a monthly compensation of $50,000 on the first business day of each month. The
payment shall be made as follows:





1.   58%
or $29,000 of the monthly compensation shall be paid in the form of Restricted
Common Stock determined based on a 10% discount from the day’s prior closing bid
price. Such compensation is not to exceed 5,800,000 shares or calculate lower
than a per share price of $0.005. If the per share price of the Compensation
equates to less than $0.005 per common share, the Company shall issue the
maximum shares of 5,800,000 and pay the deficit in cash within 30 days. The
first payment was due on April 1, 2008.


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 Table of Contents


2.   39%
or $19,500 of the monthly compensation shall be in the form of eDOORWAYS’common
stock on the first business day of each month. Such compensation is not to
exceed 2,785,714 shares or calculate lower than a per share price of $0.007 per
common share. If the per share price of the compensation equates to less than
$0.007 per share, eDOORWAYS shall issue the Maximum shares of 2,785,714 and pay
the deficit in cash within 30 days.





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





During
the year ended December 31, 2008, eDOORWAYS issued a total of 69,341,855 shares
of common stock in payment for services under the agreement.  The
shares were valued at $680,692 which was included in general and administrative
expense.  At December 31, 2008, eDOORWAYS owed an additional
38,537,112 shares of common stock which were valued at $339,145 and are included
in stock payable.





As of
August 31, 2009, an additional 30,000,000 shares of common stock valued at
$60,000 have been issued under the Watson Agreement, as a retention
bonus





Note
7 - Stock Options and Warrants





During
1998, eDOORWAYS established a stock option plan subsequently amended and now
known as the "2004 Stock Option Plan" to promote its interests by attracting and
retaining exceptional employees and directors. The Plan provides for the
issuance of up to 2,000,000 shares of common stock.  Any employee or
consultant is eligible to be designated a participant. The Board has sole and
complete authority to determine the employees to whom options shall be granted,
the number of each grant and any additional conditions and limitations. The
exercise price shall not be less than the fair market value of the underlying
shares. In March 2009, the Company issued 2,000,000 shares under the stock
incentive compensation program.





In
addition, eDOORWAYS periodically issues warrants to purchase common stock in
conjunction with debt issuances and; as incentive compensation for services or
settlement of debt to officers, directors, employees, and
consultants.





The
following table is an analysis of warrants for the purchase of eDOORWAYS’ common
stock for the year ended December 31, 2008 and 2007.





Warrants
            
            
            Weighted Average Exercise
    PriceOutstanding,
      December 31, 2006
            
            
            15,339
            
            
            $
            195.5800Granted
            
            
            10,000,750
            
            
            
            0.0003Expired/CancelledExercised
            
            
            -
            
            
            
            -Outstanding,
      December 31, 2007
            
            
            10,016,089
            
            
            $
            0.2999Granted
            
            
            -Expired/CancelledExercised
            
            
            -Outstanding,
      December 31, 2008
            
            
            10,016,089
            
            
            
            0.2999


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 Table of Contents


Note
8 - Stockholders Equity





Preferred
Stock





On
January 20, 2006, eDOORWAYS filed a Certificate of Designation to designate
1,000 shares of Series D preferred at a par value of one-tenth of one cent
($0.001). These shares were issued to CEO Gary Kimmons. The Series D Preferred
shares have the same dividend rights as the common stock of eDOORWAYS and gives
Mr. Kimmons the right to vote on all shareholder matters equal to 51 percent of
the total vote. These shares of stock were issued for services and were valued
at $762,976.





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





Number of authorized sharesSeries
      A Convertible Preferred Stock
            
            
            7,000,000Series
      B Convertible Preferred Stock
            
            
            1,100,000Series
      C Convertible Preferred Stock
            
            
            1,000,000Series
      D Preferred Stock
            
            
            1,000Common
      stock
            
            
            990,899,000Total
      authorized shares
            
            
            1,000,000,000





The Board
of Directors is vested with the authority to fix the voting powers and other
designations of each class of stock.  The Board has not made any such
designations of the Series A and Series B Convertible Preferred
Stock.  On December 4, 2007, the Board of Directors designated that
the Series C Convertible Preferred Stock would:





–Carry voting rights five times the number of common stock
votes;


–Carry no dividends;


–Carry liquidating preference eight times the sum available for
distribution to common shareholders;


–Can automatically convert after one year after issuance to 20 common
shares; and


–Not be subject to reverse stock splits and other changes to the common
stock of eDOORWAYS.





In March
2008, we issued 250,000 shares to Fairhills Capital of Series C convertible
preferred stock in exchange for services and recorded general and administrative
expense of $45,000.





In
addition, in the first quarter of 2008 we issued 750,000 shares of Series C
convertible preferred shares to Gary Kimmons, our CEO.  The shares
were valued at $135,000 based on the market value of the common stock that it
could be converted into on the date of issuance of $0.009.  This
amount was recorded as general and administrative expense during the year ended
December 31, 2008.




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 Table of Contents




Common
stock


During
2007, we issued 10,008,000 shares of our common stock for services to
consultants.  The fair value on the date of grant was $601,200. This
amount is included in general and administrative expenses in the statement of
operations.





During
2007, our convertible debentures holders have converted $294,044 of principal
into 3,274,097 shares of our common stock. No commissions were paid for the
issuance of such shares.





In July
2007, our shareholders voted to authorize us to effect a reverse stock split of
our common stock in the range of 1000:1 to 2000:1, as determined in the sole
discretion of our Board of Directors. The reverse stock split in the ratio of
2000:1 was effected September 4, 2007. All current and prior year share and per
share amounts have been adjusted to reflect the reverse stock
split.





eDOORWAYS
Corporation retained the current par value of $0.001 per share for all shares of
common stock. All references in the financial statements to the number of shares
outstanding, per share amounts, and stock option data of eDOORWAYS Corporation.
common stock have been restated to reflect the effect of the reverse stock split
for all periods presented.





In July
2007, our shareholders voted to amend our Amended and Restated Certificate of
Incorporation to change our corporate name from M Power Entertainment, Inc. to
eDOORWAYS Corporation.





During
the year ended December 31, 2008, the holders of the Convertible Debentures
elected to convert principal in the amount of $5,770 into 2,700,000 shares of
common stock.  This resulted in a decrease in the derivative liability
of $4,489, which represented the fair value of the embedded derivative
associated with converted principal on the date of conversion.





During
the year ended December 31, 2008, the holders of notes payable in the amount of
$670,000 elected to convert their notes into 31,906,738 shares of common stock
valued at $842,127 at the date of conversion.





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





During
the year ended December 31, 2008, eDOORWAYS issued 21,687,500 shares of common
stock to directors and officers of eDOORWAYS and recognized general and
administrative expense of $171,763. 10,437,500 shares are included in stock
issued for compensation in the statement of stockholders’ deficit, with the
value of $82,763. 11,250,000 shares are included in stock issued for services in
the statement of stockholders’ deficit, with the value of $89,000.





During
the year ended December 31, 2008, eDOORWAYS granted a total of 218,134,143
shares of common stock to various consultants for services
performed.  These shares were valued at $1,985,300 based on the market
value of the shares issued.  This amount is included in general and
administrative expenses in the statement of operations and the shares are
included in stock issued for services in the statement of stockholders’
deficit.





As of
August 31, 2009, the Company has issued an additional 312,473,206 shares of
common stock valued at $2,715,814 issued in connection with services rendered by
consultants.


35
 Table of Contents


ITEM9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE





Not
Applicable.





ITEM
9A(T).CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures.





Our
management, principally our chief financial officer and chief executive officer,
evaluated the effectiveness of our disclosure controls and procedures as of the
end of the period covered by this report. Based on that evaluation, our
management concluded that our disclosure controls and procedures as of the end
of the period covered by this report were not effective to ensure that the
information required to be disclosed by us in reports filed under the Securities
Exchange Act of 1934 is (i) recorded, processed, summarized and reported within
the time periods specified in the SEC’s rules and forms and (ii) accumulated and
communicated to our management, including our chief executive officer and chief
financial officer, as appropriate to allow timely decisions regarding
disclosure.   It has been determined by our management that the
Company has inadequate segregation of duties consistent with control objectives
and has insufficient written policies and procedures for accounting and
financial reporting with respect to the requirements and application of GAAP and
SEC requirements.The Company has inadequate segregation of duties consistent with control
objectives and further, has insufficient written policies and procedures for
accounting and financial reporting with respect to the requirements and
application of GAAP and SEC disclosure requirements. The Company has ineffective
controls over period end financial disclosure and reporting
processes.





Management’s
Annual Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act. Our internal control system was designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes, in accordance
with generally accepted accounting principles. Because of inherent limitations,
a system of internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate due to
change in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.





Our
management conducted an evaluation of the effectiveness of our internal control
over financial reporting using the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control—Integrated Framework. Based on its evaluation, our management concluded
that there is a material weakness in our internal control over financial
reporting. A material weakness is a deficiency, or a combination of control
deficiencies, in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of the Company’s annual or
interim financial statements will not be prevented or detected on a timely
basis.





The
material weakness relates to the lack of segregation of duties in financial
reporting, as our financial reporting and all accounting functions are performed
by an external consultant with no oversight by a professional with accounting
expertise.  Our management does not possess accounting
expertise.  This weakness is due to the company’s lack of working
capital to hire additional staff. To remedy this material weakness, we intend to
engage another accountant to assist with financial reporting as soon as our
finances will allow.


36
 Table of Contents


Other
than the remediation steps described above, there have been no changes in our
system of internal controls over financial reporting during the year ended
December 31, 2008, that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.





This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to the attestation by
the Company’s registered public accounting firm pursuant to temporary rules of
the SEC that permit the Company to provide only management’s report in this
annual report








ITEM9B.OTHER INFORMATION





None.


37
 Table of Contents


PART
III





ITEM
10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





The
following table sets forth the name, age and position of each of the members of
our board of directors, executive officers and promoters as of December 31,
2008:





Our Board
of Directors consists of only one class. All of the directors will serve until
the next annual meeting of stockholders and until their successors are elected
and qualified, or until their earlier death, retirement, resignation or removal.
There are no family relationships among directors and executive officers. We
also have provided a brief description of the business experience of each
director and executive officer during the past five years and an indication of
directorships held by each director in other companies subject to the reporting
requirements under the Federal securities laws.





Name
            
            Age
            
            PositionGary
      F. Kimmons
            
            58
            
            Chairman
      of the Board
              President
              Chief
      Executive Officer
              Chief
      Financial OfficerLance
      Kimmons
            
            30
            
            DirectorKathryn
      Kimmons
            
            55
            
            Director
      and Secretary








GARY F. KIMMONS, has served
as chairman of the board since August 1998, and from 1993 until April 1998. Mr.
Kimmons has also served as president and chief executive officer since 1993 and
secretary since September 1998. Mr. Kimmons has extensive experience in the
design, development and implementation of business management and technical
training systems. Mr. Kimmons received a Bachelor of Science degree in
psychology, anthropology, and behavioral science from Rice University in 1973
and a masters degree in applied industrial psychology and management science
from Stevens Institute of Technology in 1975.





DAMIAN LANCE KIMMONS,
rejoined the board on January 1, 2007.  Mr. Kimmons originally held a
position on the board in 2002.  Mr. Kimmons has assisted his father,
Gary Kimmons, with the development of our business development plan, with a key
focus on the automotive vertical marketplace.  He attended St. Thomas
University from 1998 to 2002, where he majored in business.





KATHRYN KIMMONS, currently
serves as the Secretary and a Director and has held the position from June,
2002. Mrs. Kimmons has over 20 years of experience in the entertainment industry
as well as 10 years in retail sales and operations. A business entrepreneur who
has founded her own entertainment business as well as a retail business selling
antiques and collectibles, Mrs. Kimmons is experienced merchandising
presentation, interior and retail buying.   Mrs. Kimmons has been
a sole proprietor of Sophie’s Nest, a retail enterprise focused on home
furnishings





Family
Relationships





Gary
Kimmons and Kathryn Kimmons are husband and wife. Lance Kimmons is the son of
Gary and Kathryn Kimmons.


38
 Table of Contents


Section
16(a) Beneficial Ownership Compliance.





Section
16(a) of the Securities Exchange Act of 1934 requires our executive officers,
directors and persons who own more than ten percent of our shares of common
stock, to file initial reports of beneficial ownership on Form 3, changes in
beneficial ownership on Form 4 and an annual statement of beneficial ownership
on Form 5, with the SEC. Such executive officers, directors and greater than ten
percent shareholders are required by SEC rules to furnish us with copies of all
such forms that they have filed.





Based
solely on our review of the copies of such forms filed with the SEC
electronically, received by us and representations from certain reporting
persons, for the fiscal year ended December 31, 2007, none of the officers,
directors and more than 10% beneficial owners have filed Form 5's with the
SEC.





Code
of Ethics





We have
adopted a code of ethics for our principal executive officers, which is posted
on our internet website at www.edoorways.com.





Director
Independence





Our
determination of independence of directors is made using the definition of
“independent director” contained in Rule 4200(a)(15) of the Marketplace Rules of
the NASDAQ Stock Market (“NASDAQ”), even though such definitions do not
currently apply to us because we are not listed on NASDAQ. We have determined
that none of the members of our Board of Directors as of December 31, 2008 were
“independent” within the meaning of such rules.








ITEM11. EXECUTIVE COMPENSATION





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





Name
      and Principal Position
            
            Fiscal
      Year
            
            Salary
      ($)
            
            
            Bonus
      ($)
            
            
            Stock
      Awards ($)
            
            
            Option
      Awards ($)
            
            
            Non-
      Equity Incentive Plan Compensation ($)
            
            
            Non-
      Qualified Deferred Compensation Earnings ($)
            
            
            All
      Other Compensation ($)
            
            
            Total
      ($)Gary
      F. Kimmons(1)CEO,
      CFO and
            
            2008
            
            
            300,000
            
            
            
            60,000
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            135,000
            
            
            
            495,000Chairman
      of the Board
            
            2007
            
            
            240,000
            
            
            
            50,000
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            290,000Lance
      Kimmons,
            
            2008
            
            
            88,000
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            88,000N/ADirector
            
            2007
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/AKathryn
      Kimmons
            
            2008
            
            
            85,300
            
            
            
            
            
            
            
            
            
            
            
            N/A
            
            
            
            
            
            
            
            
            
            
            
            N/A
            
            
            
            85,300N/ASecretary
      and Director
            
            2007
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A





(1)
            Mr.
      Kimmons, the President and CEO of the Company is currently subject to an
      Employment Agreement with the Company. See "Employment Contracts"
      below.


39
 Table of Contents


Grants
of Plan Based Awards





On March
31, 2004, the Board of Directors approved and adopted the Non Employee-Directors
and Consultants Retainer Stock Plan for the Year 2004. The plan was established
in order to provide a method whereby chosen directors and persons providing
services to the Company may be offered incentives in addition to those presently
available, and may be stimulated by increased personal involvement in the
fortunes and success of the Company, thereby advancing the interests of the
Company and its shareholders. The number of common shares authorized under the
plan is two million (2,000,000).





Outstanding
Equity Awards at Fiscal Year-End





The following table sets forth for each
named executive officer certain information concerning the outstanding equity
awards as of our latest fiscal year end December 31, 2008.





Option
      Awards
            
            Stock
      AwardsName
            
            Number
      of Securities Underlying Unexercised Options Exercisable
            
            Number
      of Securities Underlying Unexercised Options Unexercisable
            
            Equity
      Incentive Plan Awards: Number of Securities Underlying Unexercised
      Unearned Options
            
            Option
      Exercise Price
            
            Option
      Expiration Date
            
            Number
      of Shares or Units of Stock that Have Not Vested
            
            Market
      Value of Shares or Units of Stock that Have Not Vested
            
            Equity
      Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
      That Have Not Vested
            
            Equity
      Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or
      Other Rights That Have Not VestedGary
      Kimmons
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            NilLance
      Kimmons
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            NilKathryn
      Kimmons
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil








Election
of Officers





Each
director is elected at the Company’s annual meeting of shareholders and holds
office until the next annual meeting of stockholders or until the successors are
qualified and elected. The bylaws permit the Board of Directors to fill any
vacancy and such director may serve until the next annual meeting of
shareholders or until his or her successor is elected and
qualified.


40
 Table of Contents


Compensation
of Directors





The
following table sets forth the aggregate cash compensation paid by the Company
for services rendered by its Directors during the last completed fiscal
year.





DIRECTOR
      COMPENSATIONName
            
            Fees
      Earned or Paid in Cash ($)
            
            
            Stock
      Awards ($)
            
            
            Option
      Awards ($)
            
            
            Non-Equity
      Incentive Plan Compensation ($)
            
            
            Change
      in Pension Value and Nonqualified Deferred Compensation Earnings
      ($)
            
            
            All
      accrued unpaid Compensation
            
            
            TotalGary
      Kimmons
            
            $
            51,257
            
            
            $
            135,000
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            $
            308,743
            
            
            $
            495,000Lance
      Kimmons
            
            
            N/A
            
            
            $
            5,000
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            $
            83,000
            
            
            $
            88,000Kathryn
      Kimmons
            
            $
            9,500
            
            
            $
            4,500
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            $
            71,800
            
            
            $
            85,800








Employment
Agreements





Gary Kimmons.On
January 1, 2008, the Company entered into a three year employment agreement with
Gary Kimmons, to act as the CEO and President of the Corporation.  The
agreement will automatically extend at the end of the 3 year term, unless
notification is given by either party to terminate.  Compensation was
set and authorized by Board of Directors and agrees to compensate Mr. Kimmons in
the following manner: a) Monthly salary of $25,000 (annual salary of $300,000);
b) $60,000 annual cash bonus representing 20% of Executive's annual base salary
(executive may elect to receive bonus in  the form of common stock
rather than a cash payment); c) Company will issue 30,000,000 (thirty million)
shares of restricted common stock to the Kimmons Family Partnership, LTD, as a
reward for Mr. Kimmons' accomplishments related to the EDOORWAYS initiative in
2007; and, d) The Company will issue 750,000 (seven hundred fifty thousand)
shares of Series C convertible preferred stock (See Note 6 – Stockholder’s
Equity) to be issued in the name of The Kimmons Family Partnership, LTD as a
signing bonus to be given to Executive at the time the employment agreement was
executed on January 1, 2008.





The
30,000,000 shares of restricted common stock were valued at $270,000, and the
750,000 shares of Series C convertible preferred stock were valued at $135,000,
based on the market value of the stock on the date of issuance.  The
Series C convertible preferred stock was valued using market value of twenty
shares of common stock.  The company recorded the value of the common
stock and preferred stock as general and administrativeexpense.





During
the year ended December 31, 2008, Mr. G. Kimmons received an additional
4,062,500 shares of common stock and $36,563 in cash in partial settlement of
amounts owed under this contract.  As of December 31, 2008, accrued
compensation and expense reimbursements of $318,243 were included in accrued
expenses to related parties.





Lance Kimmons.On
January 1, 2008, we entered into a one year consulting services agreement with
Lance Kimmons (a director of eDOORWAYS) to assist with operations and business
development of DOORWAYS.  Mr. L. Kimmons will also serve on the board
of directors for the year 2008, and will receive the monthly director
compensation of $2,500 per month, in addition to a $7,000 per month fee for
consulting services in relation to the business development aspect of the
contract.  During the year ended December 31, 2008, Mr. L. Kimmons
received 11,250,000 shares of common stock and $5,000 in cash in partial
settlement of amounts owed under this contract.  As of December 31,
2008, accrued compensation of $83,000 was included in accrued expenses to
related parties.


41
 Table of Contents


Kathryn
Kimmons.On January 1, 2008, eDOORWAYS entered into a
non-employee director agreement with Kathryn Kimmons (a related party) to serve
on the Board of Directors for the year 2008 and receive monthly director
compensation of $2,500.  During the year ended December 31, 2008, Ms.
Kimmons received 4,375,000 shares of common stock and $9,500 in cash in partial
settlement of amounts owed under this contract.  As of December 31,
2008, accrued director compensation of $1,800 was included in accrued expenses
to related parties





ITEM12. SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT





The
following table sets forth as of September 22, 2009, the name and number of
shares of the Company’s common stock, par value $0.001 per share, held of record
by (i) each of the three highest paid persons who are officers and directors of
the Company, (ii) beneficial owners of 5% or more of our common stock; and (iii)
all the officers and directors as a group. Pursuant to the rules and regulations
of the Securities and Exchange Commission, shares of common stock that an
individual or group has a right to acquire within 60 days pursuant to the
exercise of options or warrants are deemed to be outstanding for the purposes of
computing the percentage ownership of such individual or group, but are not
deemed to be outstanding for the purposes of computing the percentage ownership
of any other person shown in the table.





Name of Beneficial Owner
            
            Number of Shares Beneficially Owned
      (1)
            
            
            % of Outstanding SharesGary
      Kimmons (CEO, CFO and Chairman)(2)
            
            
            0
            
            
            
            0
            %Lance
      Kimmons (Director)
            
            
            10,250,000
            
            
            
            1.59
            %Kathryn
      Kimmons (Director and Secretary)(3)
            
            
            0
            
            
            
            0
            %Kimmons
      Family Partnership (2) (3)
            
            
            34,375,000
            
            
            
            5.35
            %CEDE
      & CO
            
            
            76,665,202
            
            
            
            11.93
            %Triumph
      Capital
            
            
            33,333,333
            
            
            
            5.19
            %Ajene
      Watson LLC
            
            
            29,000,000
            
            
            
            4.51
            %Fairhills
      Capital
            
            
            18,333,330
            
            
            
            2.85
            %Ajene
      Watson
            
            
            18,470,219
            
            
            
            2.87
            %All
      directors and officers as a group (3 persons)
            
            
            44,625,000
            
            
            
            6.945
            %





1.
            All
      amounts shown in this column include shares obtainable upon exercise of
      stock options or warrants currently exercisable or exercisable within 180
      days of the date of this table and is based on 642,512,859of common stock
      outstanding as of September 22,
2009.


2.
            Mr.
      Gary Kimmons is a general partner of the Kimmons Family Partnership, Ltd.,
      and as such has the sole voting, investment and disposition power over the
      34,375,000 shares of Common Stock owned by the
  partnership


3.
            Mrs.
      Kimmons is deemed to have indirect beneficial ownership of these shares,
      as the spouse of Gary F.
Kimmons.


42
 Table of Contents


ITEM
13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





There are
no related party transactions in the fiscal year ending December 31,
2008.





ITEM
14.PRINCIPAL ACCOUNTANT FEES AND SERVICES








Independent
Public Accountants





Our
independent accountants for the fiscal year ended December 31, 2008 was GBH
CPAs, PC.  Our independent accountants for the fiscal year ended
December 31,  2007 was Webb & Company, PA.  Below is a
summary of the fees billed to us by our independent accountants for professional
services rendered for 2008 and 2007:





Fee
      Category
            
            2008
      Fees
            
            
            2007
      FeesAudit
      Fees
            
            $
            114,250
            
            
            $
            20,045Audit-Related
      Fees
            
            $
            -
            
            
            $Tax
      Fees
            
            $
            -
            
            
            $All
      Other Fees
            
            $
            -
            
            
            $Total
      Fees
            
            $
            114,250
            
            
            $
            20,045











ITEM
15.  EXHIBITS.





EXHIBIT NO.
            IDENTIFICATION OF
EXHIBIT3.1.1
            Amended
      and Restated Certificate Of Incorporation
            
            Incorporated
      by reference from Form 10SB filed with the Securities and Exchange
      Commission on January 24,1997.3.1.2
            Certification
      of Amendment Of Certificate of Incorporation dated November 30,
      2007
            
            Filed
      herewith3.1.3
            Certificate
      of Amendment dated August 20, 2007
            
            Filed
      herewith3.2
            Amended
      and Restated Bylaws
            
            Filed
      herewith10.1
            Employment
      Agreement between eDoorways Corporation, Inc. and Gary Kimmons executed on
      January 1, 2008.
            
            Filed
      herewith.


43
 Table of Contents




10.2
            Non-Employee
      Director Agreement between eDoorways Corporation, Inc. and
      Kathryn  Kimmons executed on January 1, 2008.
            
            Filed
      herewith.10.3
            Consulting
      Agreement between eDoorways Corporation, Inc. and Lance Kimmons executed
      on January 1, 2008.
            
            Filed
      herewith.10.4
            Consulting
      Services Agreement between eDoorways Corporation, Inc., Marty Lobkowicz
      and MML International executed on April 11, 2008.
            
            Filed
      herewith.10.5
            Amended
      and Restated Engagement Agreement between eDoorways Corporation, Inc. and
      Ajene Watson executed on June 30, 2008.
            
            Filed
      herewith.10.6
            Consulting
      Agreement between eDoorways Corporation, Inc. and Anne W. Collins executed
      on December 1, 2008.
            
            Filed
      herewith.31.1
            Section
      302 Certification - Principal Executive Officer and Principal Financial
      Officer
            
            Filed
      herewith32.1
            Certification
      Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 - Principal Executive Officer and Principal
      Financial Officer
            
            Filed
      herewith


44
 Table of Contents


SIGNATURES





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











Dated:  October
      1,
      2009
            
            /s/ Gary F. KimmonsBy:
      Gary F. Kimmons,
              Its:
      Chief Executive Officer
              and
      Chief Financial Officer








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





Dated:  October
      1,
      2009
            
            /s/ Gary F. KimmonsGary
      F. Kimmons,
              DirectorDated:  October
      1,
      2009
            
            /s/ Lance KimmonsLance
      Kimmons,
              DirectorDated:  October
      1,
      2009
            
            /s/
      Kathryn KimmonsKathryn
      Kimmons,
              Director


45
 Table of Contents


EXHIBITINDEX





EXHIBIT NO.
            IDENTIFICATION OF
EXHIBIT3.1.1
            Amended
      and Restated Certificate Of Incorporation
            
            Incorporated
      by reference from Form 10-SB filed with the Securities and Exchange
      Commission on January 24, 1997.3.1.2
            Certification
      of Amendment of Certificate of Incorporation dated November 30,
      2007
            
            Filed
      herewith3.1.3
            Certificate
      of Amendment dated August 20, 2007
            
            Filed
      herewith3.2
            Amended
      and Restated Bylaws
            
            Filed
      herewith10.1
            Employment
      Agreement between eDoorways Corporation, Inc. and Gary Kimmons executed on
      January 1, 2008.
            
            Filed
      herewith.10.2
            Non-Employee
      Director Agreement between eDoorways Corporation, Inc. and
      Kathryn  Kimmons executed on January 1, 2008.
            
            Filed
      herewith.10.3
            Consulting
      Agreement between eDoorways Corporation, Inc. and Lance Kimmons executed
      on January 1, 2008.
            
            Filed
      herewith.10.4
            Consulting
      Services Agreement between eDoorways Corporation, Inc., Marty Lobkowicz
      and MML International executed on April 11, 2008.
            
            Filed
      herewith.10.5
            Amended
      and Restated Engagement Agreement between eDoorways Corporation, Inc. and
      Ajene Watson executed on June 30, 2008.
            
            Filed
      herewith.


46
 Table of Contents




10.6
            Consulting
      Agreement between eDoorways Corporation, Inc. and Anne W. Collins executed
      on December 1, 2008.
            
            Filed
      herewith.31.1
            Section
      302 Certification - Principal Executive Officer and Principal Financial
      Officer
            
            Filed
      herewith32.1
            Certification
      Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 - Principal Executive Officer and Principal
      Financial Officer
            
            Filed
      herewith







47