SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-KSB





ANNUAL
REPORT UNDER SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934





For the
fiscal year ended: December 31, 2007





Commission
File Number: 000-22057










eDOORWAYS
CORPORATION


(Name of
Small Business Issuer in its charter)





Delaware


(State or
other jurisdiction of incorporation or organization)





76-0513297


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





2602
Yorktown Place


Houston,
Texas 77056


(Address
of principal executive office)





832-284-4276


(Issuer's
telephone number)





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





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


Common
Stock, $0.001 Par Value


(Title of
Class)





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





Check
whether the issuer: (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.


Yesx No o





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. o





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


Yes o No x





The
Issuer's revenues for the most recent fiscal year ended December 31, 2007 were
$0.00. The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant on May 12, 2008 based upon the average
bid and ask price of the common stock on the OTC Bulletin Board for such date,
was $0.02. The number of shares of the Registrant's common stock issued and
outstanding on May 12, 2008, was 149,683,474.





Transitional
Small Business Disclosure Format (Check one): Yes o No x





Documents
incorporated by reference: None














-1-














TABLE
OF CONTENTS





PART
      IITEM
      1
            DESCRIPTION
      OF BUSINESS
            03ITEM
      2
            DESCRIPTION
      OF PROPERTY
            15ITEM
      3
            LEGAL
      PROCEEDINGS
            15ITEM
      4
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
            15PART
      IIITEM
      5
            MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER
    MATTERS
            16ITEM
      6
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
            19ITEM
      7
            FINANCIAL
      STATEMENTS
            22ITEM
      8
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
            34ITEM
      8A
            CONTROLS
      AND PROCEDURES
            34ITEM
      8B
            OTHER
      INFORMATION
            34PART
      IIIITEM
      9
            DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
      16(a)
            35ITEM
      10
            EXECUTIVE
      COMPENSATION
            36ITEM
      11
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT
            38ITEM
      12
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
            40ITEM
      13
            EXHIBITS
            40ITEM
      14
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
            40SIGNATURES
            42EXHIBIT
      INDEX
            54
















-2-










Forward-Looking
Statements





This
report contains forward-looking statements. These forward-looking statements
relate to our outlook or expectations for earnings, revenues, expenses, future
financial or business performance, plans, goals, strategies, intent, beliefs or
current expectations. Specifically, forward looking statements may include
statements preceded by, followed by or that include the words: “believe,”
“plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” “project,”
“forecast” and the like, and /or future-tense or conditional constructions
(“will,” “may,” “could,” “should,” etc.). Statements contemplating or making
assumptions about actual or potential future sales, economic performance,
financial condition, business prospects, revenue, income, market size,
collaborations, and trends or operating results also constitute forward-looking
statements.





Although
these forward-looking statements reflect the good faith judgment of management
based on currently available information, forward-looking statements involve a
number of risks and uncertainties that may cause actual results to be materially
different from those discussed in these forward-looking statements. Some of the
factors, risks and uncertainties that could cause actual results to differ
include several large web portals, and a number of smaller players engaged in
the web portal business. Although none is exactly “eDOORWAYS” each has
substantial resources and established branding.   Can a newcomer
compete effectively against established web portal leaders Google ($6.1b GR),
Yahoo ($5.2b GR), eBay ($1b GR), Microsoft’s MSN (reported at approximately
$500M) and Craigslist.com?   These portals offer personalized
navigation, built-in content services, alerts, micro-sites, shopping, downloads,
auctions, real estate, travel search, and many other services, the users being
the same competitively. There can be no assurance that we will be able to
compete effectively with current or future competitors or that such competition
will not have a material adverse effect on our business, financial condition,
and operating results. While we hope to be competitive with other companies,
there can be no assurance that such will be the case.





You are
urged not to place undue reliance on these forward-looking statements, which
speak only as of the date of this report. We assume no obligation to update any
forward-looking statements in order to reflect any event or circumstance that
may arise after the date of this report, other than as may be required by
applicable law or regulation. You are urged to carefully review and consider the
various disclosures that we make in our reports filed with the SEC which attempt
to advise interested parties of the risks and factors that may affect our
business, financial condition, results of operation and cash flows. If one or
more of these risks or uncertainties materialize, or if the underlying
assumptions prove incorrect, our actual results may vary materially from those
expected or projected.











PART
I





ITEM 1. DESCRIPTION OF
BUSINESS





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.  eDOORWAYS will
serve as a central forum for new media e-commerce business-to-consumer product
marketing, customer support and distribution.


We are
targeting eDOORWAYS 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.  eDOORWAYS 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.


eDOORWAYS
could offer a wide range of businesses a unique opportunity to present their
products and services to a broader market. The "storefronts" they establish on
eDOORWAYS 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, our sponsoring
companies 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.








Management
and Board of Director Changes





January
1, 2007,  Lance Kimmons replaced Dick Meador as a member of our Board
of Directors.














History





We were
incorporated in Delaware on February 26, 1988 under the name Technicraft
Financial, Ltd. In October 1991, we changed our name to LBM-US, Inc. In August
1994, we acquired GK Intelligent Systems, Inc. and adopted that
name.





During
our initial years, our business was concentrated in advanced learning technology
and products. However, we encountered difficulty securing the capital necessary
to sustain our growth and brand our product. We closed our doors in June 1999
with approximately $4 million in outstanding debt. We then became dormant and
had no operations until 2002. In 2002, we focused on debt elimination and
corporate restructuring activities. These issues were essentially resolved by
the end of 2002.








Background





In the
first quarter of 2006, we elected to revise our previous business model, which
involved making acquisitions of privately-held entertainment companies with the
objective of linking them to a new form of Internet product/service
distribution. We decided that the change was necessary because we had
experienced difficulty raising sufficient capital for expansion, and because our
attempt at leveraging the assets/revenue of our acquisitions to help them grow
was difficult as well. A third key factor in our decision is that the
subsidiaries were not passing a portion of their revenues along to the parent
company.


We are
implementing a new approach whereby we will become an Internet technology and
marketing services company. We believe that this will be advantageous for us for
the following reasons: First, it will give us an opportunity to leverage our
previous experience with software design and development and Internet
technology. Second, it will be a more focused and coherent strategy. By focusing
on a single objective, we believe we can be more effective as an
organization.




As an
Internet technology and marketing services company, we have adopted a business
model with several components. The two most important ones are:




1.
            Creation
      and successful deployment of the eDOORWAYS
  initiative;


2.
            The
      pursuit of strategic relationships with other relevant
      entities.




We expect
to generate revenue from an effective implementation of these
components.







-3-


Current
Business Activities


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.  eDOORWAYS will
serve as a central forum for new media e-commerce business-to-consumer product
marketing, customer support and distribution.


We are
targeting eDOORWAYS 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.  eDOORWAYS 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.


eDOORWAYS
could offer a wide range of businesses a unique opportunity to present their
products and services to a broader market. The "storefronts" they establish on
eDOORWAYS 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, our sponsoring
companies 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.


Our
current plan is to secure financing of $8 million.  These funds will
be used to pay for testing the prototype in a soft-launch and building
infrastructure for a phased rollout in selected cities. Current activities
include the implementation of new investor relations and public relations
campaigns geared to bring attention to us and to "eDOORWAYS"; and the pursuit of
strategic relationships with well-established entities supportive of our mission
and business model.




We are
pursuing an aggressive development schedule to complete the eDOORWAYS
platform.  We are working with speakTECH, a software development
contractor on the West Coast, to create the necessary software. The approximate
timeline for rollout of the platform is as follows:




·
            November
      15th,
      2007 we completed a “click-through” version of the first phase, or
      collaborative component, of
eDOORWAYS.


·
            December
      15th,
      2007 we completed a working, or “functional”, click-through of the
      platform.  This version will be used for initial focus group
      testing scheduled to begin in the 2nd
      quarter of 2008.


·
            June
      1st,
      2008 through July 31st,
      2008 – focus group testing and revisions to the platform as
      necessary.


·
            August1st,
      2009 through September 30, 2008 – “soft” launch of the platform beginning
      in the Austin, Texas market.


·
            October
      1st,
      2008– “hard” launch of the platform throughout selected US
      cities.









The
      Opportunity





eDOORWAYS
Revenue Opportunities


Our
revenue generating activities will be:





·
            Advertising Revenue
      based on a cost per thousand views (CPM).  We believe that
      because of the targeted focus by special interest and need as well as the
      likelihood of near term purchase decision, that eDOORWAYS will garner a
      premium CPM rate.


·
            Prepaid
      Services/Subscriptions from vendors who wish to prepay for lead
      generation or to subscribe to receive alerts (through email or text
      message) when someone has indicated an interest in a product or service
      the vendor provides.  eDOORWAYS believes it can command premium
      rates for “golden nugget leads” like these where a clear need has been
      indicated and a purchasing decision is imminent.


·
            Preferential Placement
      Fees will be charged to vendors who wish to stand
      out,  similar to Google keyword purchases or paying to have
      one’s resume come up first in recruiter searches of the job
      boards.  We are convinced that this will be a growing revenue
      source.


·
            Private-label Lease/Sale and
      operation of the Platformmay be of interest to professional
      associations, trade groups, and large corporations with supplier bases
      that could pay us for access to their own version of the
      service.  The eDOORWAYS platform is ideal for generating topical
      information that assists in purchasing decisions and therefore has
      value.


·
            CRM & Dataminingreports and services will be available as the consumer base grows.
      Whereas initially, vendors will receive advantage from “golden nugget
      leads”, in the long run, the platform will be used to identify candidates
      who can possibly be convinced to accelerate a buyng decision in the
      future. As an example, eDOORWAYS could potentially identify a candidate
      for a new car purchase by mining information on people with a lot of car
      repair questions. Local auto dealers and manufacturers may pay a premium
      for this service.




The
concept of "lending a helping expert hand" to assist you in your moment of need
is potentially applicable to all lifestyles and avocations.   In
each case, the service will be entirely free to consumers - we will be paid by
vendors in the form of a percentage of each sales transaction.






-4-


Product/Service
Description




eDOORWAYS
is creating a platform that combines positive aspects of highly successful
businesses in such a way that it overcomes the flaws that have prevented each of
them from becoming a comprehensive tool for consumers, experts, and businesses
to connect.




eDOORWAYS
will be a web-based consumer problem solving gateway, lifestyle information
source, and online business-to-consumer marketplace saving the consumer valuable
time and money by uniting him/her with the global consumer community, retailers,
and manufacturers in an effective new way.  At its core, eDOORWAYS is
a collaborative venue that connects people with questions to experts with
answers, solutions, and recommendations as to where to buy goods and services
related to their area of interest.  For people with special knowledge,
it validates their credibility, spreads their fame, and provides them with the
opportunity to be rewarded for their opinions.


In a
manner analogous to the typical town square found in many American towns and
cities, eDOORWAYS will engender an atmosphere of transparency, immediacy, and
intimacy.  Like the town square, where it’s possible to know who all
the relevant vendors are, their product and service offerings, and the relative
up and down sides of each, as well as the prices they charge, eDOORWAYS will
induce a form of candor and competitiveness that can only benefit consumers and
businesses alike.




Example
of a Typical 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 eDOORWAYS can be of
service.   However, its capabilities are far greater, offering
real-time group problem solving and collaborative capabilities and many other
features.  We are going to go back to the basics of good customer
sales and service - the kind of service where there's someone out there who
knows what your needs and interests are, and who really cares.  We
believe that it's possible, with today's technology, for us to offer that kind
of service on the Internet.




eDOORWAYS
will offer two synergistic service components to drive the 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.




eDOORWAYS
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 land scape 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.




A key
aspect of the first 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.  It's no coincidence that our company happens to have
developed a highly advanced and internationally accredited teaching technology
called Smart One.  The Smart Oneinstructional
technology was previously chosen as a “flagship technology” of the United
Nations and was awarded “best product, retail strategy and technology” by the
Retailers of America.




Smart One
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.


As
an example of how Smart One technology might be used in eDOORWAYS, home
improvement vendors such as Home Depot or Lowe's typically provide their
customers with in-store training classes on how to lay tile floors, install
composition roofing, and perform other home-based jobs.  These
retailers offer the classes as a way to bring customers into their
stores.  If Home Depot or Lowes were to establish a eDOORWAYS
storefront, they could replace or augment their classes with Smart One-empowered
distance learning courses.  The added convenience to consumers offered
by the Smart One learning experience and of taking the classes at home without
having to go to store-based classes could provide the retailers with a value
added in the marketplace.





With its
second service component, 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.




-5-




Private
Label Licensing Operations




The
Company is examining the possibility of a hybrid joint venture with speakTECH,
the development company responsible for such web-based systems as MySpace, ABC,
and XYZ.  As they have been developing the eDOORWAYS platform on a
work-for-hire basis, they realized that their Fortune 500 client base was
looking for functionality provided by our platform.  speakTECH would
invest 50% of the capital required to start up and operate a joint venture
entity with eDOORWAYS that will build additional functionality into the platform
for the B to B initiative.  The money would be used to fund the
licensing, implementation, and servicing activities of a private label software
solution business.






The
eDOORWAYS Brand




eDOORWAYS
is built on the following value proposition:




·
            Answers
      to question and solutions to lifestyle
problems


·
            From
      experts who have proven their
expertise


·
            Referral
      to qualified, quality vendors.




The
eDOORWAYS brand is about freedom - eDOORWAYS offers all of us the freedom to
transcend the problems we face on a daily basis.  eDOORWAYS is
also about personal empowerment - our slogan is "You, and the Power of the
World."  Simply enter eDOORWAYS, and you can engage in more beneficial
life experiences.  eDOORWAYS is the opportunity we've all been looking
for - the chance to bring in the pros and conquer whatever we've been up
against.   We all have wished we had someone there to help us at
one time or another, and now we do!   In fact, at eDOORWAYS, we
bring the world to you.  The eDOORWAYS brand stands for newfound
freedom, a new form of personal empowerment, and the opportunity to seek new
forms of personal expression.




Another
integral part of the eDOORWAYS brand will be a problem solving culture that
borders on the fanatic.  We are going to become the problem solving
experts of the Internet.  This will be a primary brand driver,
pervading every "nook and cranny" of our business endeavors.  This
focus will be reflected in a every aspect of the way we present ourselves to our
customers, both the consumers who come to visit the gateway, and our commercial
clients as well.






MARKET
RESEARCH & ANALYSIS


eDOORWAYS’
Customers (B to C)




By
serving three distinct constituencies in a unique fashion, the eDOORWAYS
platform provides value to all users and derives revenue because of their
participation.  The three user-types are:




·
            Consumers:
      the users searching for information, how-to instructions, recommendations
      and referral to retailers/service
providers.


·
            Experts:
      people with specific interest, passion, and/or expertise willing to share
      their knowledge with anyone who
asks.


·
            Vendors
      (Retailers, Discounters, Service Providers, and Manufacturers) who offer
      their products/services for sale and who wish to leverage community-based
      marketing.




Our brand
will focus on middle-class Americans who have access to the Internet at home and
who are most prone to experience the full range of problems associated with
daily lifestyle activities- making home improvements and car repairs, starting a
garden, or engaging in sports activities.  This market segment
includes both younger, upwardly mobile people who are just beginning to earn
higher salaries as well as older, more established middle-class Americans,
including Baby Boomers with purchasing power and the inclination to spend money
on lifestyle pursuits.






Joint
Venture White Label Customers (B to B)




The joint
venture entity we may choose to implement to exploit the B to B market
opportunity would initially focus on the existing customer base of
speakTECH.  Examples of current speakTECH customers are American
Express, Sony and Panasonic.  The entity would also move beyond this
base as quickly as possible to test the mid-cap domestic market.  It
is believed that companies in these market segments will be interested in the
benefits of using an eDOORWAYS white label version of the software to meet their
CRM and customer service requirements.  Our goal would be to secure a
baseline license fee of $100K to $300K from each company.  Additional
fees would be charged for modifications to the eDOORWAYS platform and for
transaction processing, which would also be provided as a service.






Market
Sizes & Trends




The
eDOORWAYS target market (boomers and slightly younger third-agers) are
significant populations in the United States.  Today there are close
to 108 million people are over the age of 45. This powerful block of boomers and
mid-lifers in transition comprises over 40% of the population, and has the
majority of the buying power in the United States. They account for 70% of the
U.S. net worth, controlling $9 trillion. In the next 15 years, the 50-64 age
popular will grow by 50% and the 65-plus population will grow 32%, while the
traditionally coveted 18-40 Gen-X and Gen-Y populations will grow only 3%
combined, according to a new study by JWT BOOM.


ThirdAgers
- baby boomers and mid-lifers generally in their early 40’s through mid 60’s -
are regularly stereotyped as being technophobes and slow to jump on the
technology bandwagon. However, our study shows that not only are they online,
they’re surprisingly a formidable presence on the Internet. Over 72% of
ThirdAgers access the Internet from Broadband in their homes. This is
significantly more than the national average across all age groups. A primary
way boomers spend their time on the Internet is to research information, find
resources and gain knowledge and the findings bear this out.





The
eDOORWAYS audience might span a much wider age range. Young adults 18-24 are
also taking advantage of an influx of new media by communicating about service,
products and brands through instant messaging (37.5%), text messaging (23.7%),
and online communities (20.6%).


The
potential market for eDOORWAYS services is sufficiently large and they are
already predisposed to using the internet to help make purchasing
decisions.  eDOORWAYS may only need to create awareness of the
advantages of our services rather than educating the market.




-6-




Internet
Marketing Trends




A report
from BusinessMarketing starts by noting that users (of the Internet) are just as
interested in creating content as they are in watching it, and suggests that
marketers must truly understand their target audience's behavior and interests
to cut through the clutter. Four of the top 10 marketing trends for 2008
substantiate eDOORWAYS business concept:




·
            Web 2.0Marketers will
      embrace Web 2.0 applications in their quest to connect with customers and
      build loyal communities of users. This is a technology in which users
      create online identities and interact with each other, including
      user-generated videos, blogs, wikis and social networking.


·
            Engaging the
      CustomerAs
      marketers use new interactive technologies to "engage" the user, such as
      online video and social networking, they will need more sophisticated ways
      to measure user engagement with the experience. Agencies are also
      developing new metrics for their clients to use in evaluating user
      engagement on Web sites, including metrics for online video ads such as
      length of time spent watching; number of stops, pauses and restarts; and
      interactively by entering information into a request field.


·
            Sophisticated
      SearchSearch
      continued to lead growth in online ad spending this year, accounting for
      40% of total online advertising revenue in the first half, according to
      the "Internet Advertising Revenue Report" from IAB and
      PricewaterhouseCoopers. EMarketer said search will continue to account for
      more than 40% of online ad spending through 2010. Eric Eller, senior
      director of product marketing for Advertising.com, said concludes that
      localization and socialization of search are trends to watch in
      2008.


·
            Sales Leads According
      to BtoB's "2007 Marketing Priorities and Plans" survey, acquiring new
      customers was the No. 1 marketing goal for 2007, cited by 62.3% of
      respondents.






Internet
Advertising Trends




Internet
advertising revenues reached a new record of $4.9 billion for the first quarter
of 2007. The 2007 first quarter revenues represent a 26% increase over Q1 2006
at $3.8 billion and a 2% increase over Q4 2006 at $4.8 billion, according to a
report from The Interactive Advertising Bureau (IAB). The continued growth of
online ad revenues clearly illustrates marketers' increased comfort with the
extraordinary vitality and accountability of this medium. It reaches consumers
with an unprecedented level of efficiency and measurability that provides
marketers with actionable data.  Separately, KenRadio, a tech news
aggregator reports that 52% of very small businesses to increase online
spending. They also reported Local online advertising would grow 31% in 2007,
hitting $7.7 billion. Local paid search, already approaching $1 billion this
year, would mushroom by 86% in 2007, to $1.8 billion.  eDOORWAYS primary
revenue sources are growing markets.  The small business segment is
showing very strong  growth.






Social
Network Marketing




Led by
MySpace, social networking is a cultural phenomenon that is still developing a
stable revenue model. Even so, it was estimated that in 2007 marketers will
spend $900 million on advertising and marketing on social network sites in the
US, mostly to create profile pages and sponsored promotions.  Vendors
have significant dollars budgeted to advertise on social network sites like
eDOORWAYS.






Web
as a Shopping Info Resource




Shoppers
continue to use the web as a resource before determining which items to buy and
where. According to the survey, 92.5% of adults said they regularly or
occasionally research products online before buying them in a
store.




-7-




Our
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 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.  These competitors do not have a collaboratively-based
contextual (real time) service offering of the type contemplated by our business
plan.




Competitor
            Competitor
      DescriptionGenieTown
            GenieTown
      is building the online marketplace for local services. The company helps
      consumers hire quality service providers who get the job done. Services
      are offered in nearly every category. On GenieTown, anyone can be a Genie
      and everyone can find the right Genie for the job. Today, most products
      can be purchased on the Internet and virtual services are available on a
      global level. Local services that require physical presence of the
      provider are still hard to find online. GenieTown leverages the power of
      the Web and matches consumers with local service providers in a safe,
      efficient, and trusted manner. GenieTown not only features home
      improvement service providers in the San Francisco Bay Area but provides
      the opportunity to any one to become a Genie and offer services on a local
      level as well as seek service providers.  Founded by a group of
      Stanford entrepreneurs in late 2006, GenieTown is funded by angel
      investors and is located in Palo Alto, CA.LooBoo
            LooBoo
      aspires to be your local business community.  Search their
      extensive database and find a business near you.The
      Local Guru
            The
      Local Guru website was founded in late June, 2004. Their 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. They have a
      belief that everyone has a particular skill at which they are great.
      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.
              Launched
      in 2005 and founded by PayPal co-founder Max Levchin, Slide is backed by
      the Mayfield Fund, Blue Run Ventures, Khosla Ventures and Founders
      Fund.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. All that's needed to join Facebook is a
      valid email address. To connect with coworkers or
      classmates,  you can use your school or work email address to
      register. Once you register, join a regional network to connect with the
      people in your area.
              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
      believes that relationships matter. Our professional relationships are key
      to our professional success. 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 your connections, your connections’ connections, and the people they
      know, linking you to thousands of qualified professionals.
              Through
      your LinkedIn network you can:
              ·Find
      potential clients, service providers, subject experts, and partners who
      come recommended
              ·Be
      found for business opportunities
              ·Search
      for great jobs
              ·Discover
      inside connections that can help you land jobs and close
deals
              ·Post
      and distribute job listings
              ·Find
      high-quality passive candidates
              ·Get
      introduced to other professionals through the people you
    knowYahoo!
      Answers
            With
      Yahoo! Answers you can get real answers from real people. You can ask
      questions easily, answer others' questions, and see what others are
      asking.MySpace
            Create
      a community on MySpace and you can share photos, journals and interests
      with your growing network of mutual friends.  See who knows who,
      or how you are connected. Find out if you really are six people away from
      Kevin Bacon.
              
              MySpace
      is for everyone:
              ·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 you with your neighbors by providing a localized social
      network for your physical community. Although the site will be in private
      beta until the spring of 2008, a handful of details have been publicly
      available since at least June. The website will integrate 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.





-8-




Based on
the intended design of eDOORWAYS, none of the primary competitors we have
identified is attempting to offer an intensive problem solving service of the
nature that we are contemplating.  It can be argued that Google and
Ask.com offer their search capabilities as a problem solving
tool.  While we are willing to concede this fact, the searches that
can be performed do not approximate the kind of collaborative problem solving
service we are contemplating whereby the search function is combined with
context-relevant information and other useful functions such as placing the
consumer in contact with real-time retailer and manufacturer product/service
status and availability information, guidance and support and offering valuable
context-relevant "community chat" solutions offered by other consumers familiar
with the problem faced by the consumer.




Concerning
our second contemplated service, a dedicated e-commerce marketplace with an
extensive collaborative component, Craigslist and eBay both compete in the
buy-sell arena, but do not offer a service that would allow retailers and
manufacturers to collaborate with the consumer on a real-time
basis.




Our
branding strategy is based in a large part on our perception that the Internet
services market is moving toward a new phase whereby there will be 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 to
assume a dominant role in the niche before the larger players are able to
act.  If we are not able to do this, we will find ourselves at a
significant disadvantage.


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




A)
            End-user
      benefits of eDOORWAYS




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.




B)
            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.)






Features
& Benefits




Key
differentiators of the eDOORWAYS 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.


eDOORWAYS
will be beneficial to consumers because it:




·
            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.






We think
that eDOORWAYS could become the go-to resource for anyone who is actively
engaged in pursuing a lifestyle problem.  Whether it’s home
improvement, computer dating, restoring old cars, or training for that mid-life
“ironman” contest you never got to enter in your 20s, eDOORWAYS can become the
on-line virtual expert we all need from time to time to help solve our daily
problems.  It also may become the avenue of choice for buying those
things that are most important and relevant to our needs and
interests.


eDOORWAYS
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.




We
believe eDOORWAYS can offer a wide range of businesses a unique opportunity to
present their products and services to a broader market.  The
"storefronts" they establish on eDOORWAYS 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 rare chance to
build clientele by engaging consumers through superlative service and
support.  In doing so, our sponsoring companies will have a new way to
reach potential customers and close them, while building a strong long-standing
B to C marketplace relationship along the way.






-9-


Technologies
Used to Provide Services




Until we
complete the Branding Plan, we will not be able to make a final determination of
the technologies we will require to offer our contemplated
services.  Currently we believe that the eDOORWAYS 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.


·
            Smart
      One teaching software - our proprietary expert systems based educational
      software; to be updated and revised to accommodate recent advances in
      presentation and transmission
capabilities.


·
            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.




Our
objective is to introduce the problem-solving components of our Plan as quickly
as possible by offering initial inducements to retailers and manufacturers to
play a role.  As this process unfolds, there are problems or issues
that could arise.  Some of these are:




·
            The
      ability to reach "critical mass" regarding the initial population of the
      information database may take longer than anticipated if the public is
      slow to grasp what we are doing.  This would be a significant
      limiting factor;


·
            Retailers
      and manufacturers could take a wait-and-see attitude regarding eDOORWAYS,
      choosing to wait until the gateway has a large amount of traffic before
      they jump in; and


·
            Competitors
      may quickly see the value of what we are doing and attempt to modify their
      service offerings to compete.




We are
taking these possibilities into consideration as we move
forward   Our research has given us a reasonably high level of
comfort that these occurrences are manageable.  Should any of them
occur, we believe that there are ways that we can continue to move forward
toward profitability by focusing on alternative points of
differentiation.







eDOORWAYS
Marketing




eDOORWAYS
is planning a phased rollout to major cities to allow us to market locally and
leverage tighter ad budgets at first.  With our three constituencies,
we will be charged with creating a campaign that has “value-chain” appeal. Our
marketing plan will include the following components:




·
            To
      Build the Vendor Listings


o
            Telesales
      to initial vendors for free and upgraded
  listings.


o
            As
      the consumer user base builds, eDOORWAYS will communicate opportunities to
      purchase lead generation and alert
services.


o
            Ad
      tiles on Google, Yahoo, etc.


o
            Email
      blasts (from MPE, Clients, partners,
etc)


o
            Trade
      magazine print ads (industry/segment
specific)


o
            Local
      events that build the community, spotlight local vendors and attract
      experts and users alike.


·
            To
      Attract Users


o
            Advertising
      and PR campaign


o
            Local
      events that build the community, spotlight local vendors and attract
      experts and users alike.


o
            Ad
      tiles on Google, Yahoo, etc.


o
            Email
      blasts (from MPE, Clients, partners,
etc)


o
            Vertical
      interest magazine print ads


o
            Viral
      and word-of-modem campaigns.










-10-


Timeline




Following
the completion of the $8 million financing, the time frame for the launch in the
first city (Austin) is:




·
            Creation
      of collateral materials, radio, print, and television spots, scheduling of
      launch events in cities


·
            Staffing
      up to coordinate launch in at least 3 cities over the next year should
      take 4 to 6 months.


·
            Recruitment
      of the partners/experts portion of the gateway should take 2 to 4 months
      per city depending on how extensive they want their presence to
      be.






Target Cities
& Rollout




eDOORWAYS
is targeting the largest 30 cities in the US in terms of numbers of businesses
and population.  We will roll out new cities on a phased basis to
balance the advertising/marketing costs with growth opportunity.







RISK
FACTORS




The
Service




The
Company is a web-based consumer problem solving gateway, lifestyle information
source and online business-to-consumer marketplace.  The creation of
each of these three service components carries with it related but different
risks.




·
            For
      the consumer problem solving service, it will be necessary for the Company
      to successfully achieve an ongoing and working collaboration between
      consumers, various participating retailers and
      manufacturers.  The refusal of any one of these groups to
      participate could seriously undermine the quality of service
      offered.


·
            The
      second service, an online information source, will be highly dependent on
      the success of the Company's strategy to elicit participation from a wide
      range of user-experts.  If the public fails to support the site,
      the service would be curtailed.


·
            Finally,
      the Company intends to create an underlying business-to-consumer
      marketplace that would allow generate leads for local/national
      retailers/service providers and offer immediate response.  If
      consumers fail to see the value of such an offering, or if
      retailers/service providers do not commit to providing real-time
      information and support for the consumers, the service would be rendered
      ineffective.






Capital
Needs and Operating Losses




The
Company has substantially developed the service offering and the
platform.  Additional investment is required to provide scalable
infrastructure and support for the service as well as development of future
related services.  Additionally, marketing dollars will be required to
build awareness on the part of consumers, enlist retailers, and attract
experts.  To minimize initial capital requirements, eDOORWAYS will be
launched on a city-by-city basis, however, we may not operate profitably in the
next year or longer.  The anticipated funding is projected to be
sufficient to sustain the operations of the Company until it is
profitable.  Conceivably, additional capital may be
required.  This additional capital may be obtained from investors who
may purchase additional shares of the Company at prices higher or lower than the
prices paid by the earlier investors.






Relationships
with other Consultants and Organizations




The
Company's market program contemplates utilization of outside consulting firms as
the primary marketing method.  While the Company has had prior
experience with these firms and they have expressed a high degree of interest in
pursuing the project, they will not make a firm commitment until additional
funding has been completed.






Competition




The
Company's staff is small and the financial resources are
limited.  Should a large competitor from the Internet services
industry elect to enter the market, this action could put the Company at a
significant disadvantage.


There are
several large web portals, and a number of smaller players engaged in the web
portal business. Although none is exactly “eDOORWAYS” each has substantial
resources and established branding.   Can a newcomer compete
effectively against established web portal leaders Google ($6.1b GR), Yahoo
($5.2b GR), eBay ($1b GR), Microsoft’s MSN (reported at approximately $500M) and
Craigslist.com?   These portals offer personalized navigation,
built-in content services, alerts, micro-sites, shopping, downloads, auctions,
real estate, travel search, and many other services, the users being the same
competitively. There can be no assurance that we will be able to compete
effectively with current or future competitors or that such competition will not
have a material adverse effect on our business, financial condition, and
operating results. While we hope to be competitive with other companies, there
can be no assurance that such will be the case.






-11-


Limited
Management




Although
principals have extensive experience in associated industries, they have not had
experience in this specific niche.  Additionally, the number of
executives in the Company is small and should death, disability or departure
occur, this could result in short term reduced performance.  Gary F.
Kimmons, CEO, is fully committed to the Company, founded it in 1993, and has
plans to continue.  However, his premature departure could have
significant consequences for the Company's future.






Limited
Operating History




The
Company is a newly-reorganized corporation in the earliest stages of
development.  The Company's service offering is a new concept in the
web-based service industry.






Limited
Transferability of Stock




The
Shares have not been registered under the Securities Act of 1933 as amended and
will not be transferable unless they are registered or an exemption is
obtained.  The Shares may require registration under State Securities
Law before they may be resold.  Consequently, there is not likely to
be a secondary market for the shares for a considerable period of time and a
purchaser may not be able to liquidate his investment.








Current
activities




Capital
Acquisition Activities





We have
been engaged in locating and securing sufficient capital to fund our
plan.  We began our latest capital acquisition effort in December,
2007 with the objective of securing $1.5 million, the amount necessary to
facilitate completion of the B to C version of eDOORWAYS and a "soft launch" in
Austin, Texas.





Product
Development





In 2007
and in the first quarter of 2008, we have been working with our software
development contractor, speakTECH, to create the Phase I, B to C version of
eDOORWAYS.  The initial user interface for the service offering has
been created (approximately 130 web pages) and is being subjected to user (focus
group) testing.  Should it be necessary, revisions to the design will
be made in the second quarter of 2008.





Pre-launch
Organization and Planning





Initial
planning and organizing activities are under way for the establishment of
Austin, Texas as the operational headquarters of eDOORWAYS Corporation, as well
as for the "soft launch" of the B to C version starting in the Austin
market.





Marketing/Deployment
of the eDOORWAYS ́"B to C" Service Offering





We have
engaged Applied Storytelling as our brand development consultant.  In
addition, they are assisting us in the creation of our B to C marketing and
deployment strategy.





Development
of the Brand Platform





Applied
Storytelling, a San Francisco-based consulting firm, has been engaged to create
the eDOORWAYS brand identity, it's positioning strategy, and
platform.  These activities began in December, 2007.











Entertainment
Vertical Market Development





Ajene
Watson, an entertainment marketing consultant in New York City, has been engaged
to create a business plan for the entertainment vertical market.  It
is our objective using his services to create an entertainment division that can
achieve near-term profitability using the eDOORWAYS revenue model.








ECONOMICS
OF THE BUSINESS





The
critical factor to profitability in a business like eDOORWAYS is managing the
cost of customer acquisition and monitoring the effectiveness of
advertising/sales channels.  The economics of this business at scale
can offer significant returns.  In addition, valuation can be viewed
by traditional means such as multiples of earnings or cash flow; or by far
larger multiples of user value.





As an
internet company, our direct cost of sales centers purely on the cost of
collocation and serving the web pages to users.  The two biggest line
item expenses for the Company are likely to be advertising/customer acquisition
costs and compensation.





eDOORWAYS
is likely to lose money in 2008 although profitability on a month-to-month basis
may be reached prior to the end of that period.





Providing
the launch schedule and the customer acquisition assumptions hold true,
eDOORWAYS is projected to break even within 12 months from a currently
contemplated minimum funding of $1.5 million.





In
addition to the assumptions surrounding break even, capital expenses and
platform development investment assumptions must hold true.  In that
case, it may be possible for eDOORWAYS to reach positive cash flow in 12 months
from funding.








-12-





Business
Overview


Twelve
month plan of operations


Capital
Acquisition Activities





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





As the
transition to the eDOORWAYS business model has proceeded, we have raised $2.415
million in capital, and plan to raise another $3 million in 2nd quarter
2008.  If the plan as outlined is achieved within 12 months, we will
have raised approximately $5 million for working capital and $5 million for
deployment of the B to C version of the eDOORWAYS Internet service
offering.





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





We have
raised $2.415 million in capital, and plan to raise another $3 million in 2nd quarter
of 2008 for working capital.  With this additional funding and our
current cash balance of $1,000, our cash requirements are sufficient for the
next six months based on current pro-forma financial projections.  Of
the additional $3 million, $1 million will be used for completion of the B to C
version of eDOORWAYS, $500,000 for it's launch starting in Austin, Texas and the
remaining balance will be used for expenses such as general and administrative,
marketing, and consulting.  The next four months are devoted to the
testing and soft launch of the B to C version of the service offering, with the
remainder of 2008 dedicated to transitioning into the national launch,
initiating development of phases II and III of eDOORWAYS, and pursuing the B to
B version.





A goal
has been set to raise investment capital of $8 million in 2008 through funding
acquisitions, joint ventures and strategic alliances to be used in the business
to increase working capital, boost staffing, and purchase fixed assets such as a
building and server farm.  The increase in staffing is projected to be
as follows: production – 6 employees, general and administrative – 3 employees,
sales and marketing – 6 employees.  Our projections for the next
twelve months are as follows:







Summary
of Sources and Uses of Funds





Of the
additional $3 million we plan to raise, $1 million will be used for completion
of the B to C version of eDOORWAYS, $500,000 for its launch starting in Austin,
Texas and the remaining balance will be used for expenses such as general and
administrative, marketing, and consulting.  The next four months are
devoted to the testing and soft launch of the B to C version of the service
offering, with the remainder of 2008 dedicated to transitioning into the
national launch, initiating development of phases II and III of eDOORWAYS, and
pursuing the B to B version.





(a)
eDOORWAYS B to C Initial Launch in Austin ($1.5 million)


·
            General
      & Administrative


·
            Marketing


·
            Site
      Development & Technology
Infrastructure


·
            Furniture
      Fixtures & Equipment


·
            Facilities
      & Office


·
            Compensation


·
            Working
      Capital


·
            Reserve
      for Contingencies








(b)
eDOORWAYS B to C National Launch ($5 million)





·
            General
      & Administrative


·
            Marketing


·
            Site
      Development & Technology
Infrastructure


·
            Furniture
      Fixtures & Equipment


·
            Facilities
      & Office


·
            Compensation


·
            Working
      Capital


·
            Reserve
      for Contingencies







-13-





Product
Development





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







Pre-launch
Organization and Planning





Planning
and organizing activities for the establishment of Austin, Texas as the
operational headquarters of eDOORWAYS Corporation, as well as for the "soft
launch" of the B to C version must be completed in the second quarter of
2008.







Marketing/Deployment
of the eDOORWAYS ́"B to C" Service Offering





Applied
Storytelling, our brand development consultant, has established an objective of
completing our B to C marketing and deployment strategy in the second quarter of
2008.







Development
of the Brand Platform





Applied
Storytelling has been engaged to create the eDOORWAYS brand identity, it's
positioning strategy, and platform.  These activities are scheduled to
be completed in the second quarter of 2008 in advance of our "soft
launch."




Entertainment
Vertical Market Development





Ajene
Watson, an entertainment marketing consultant in New York City, has established
a goal of creating a business plan and an operational division for the
entertainment vertical market in the second quarter of 2008.







eDOORWAYS
B to C Version National Launch


It is our
objective to execute a national launch of the B to C version of eDOORWAYS during
the third and fourth quarters of 2008.










Employees





As of
December 31, 2007, we had one (1) employee. During 2007, we relied on
consultants rather than employment contracts.







-14-




ITEM
2. DESCRIPTION OF PROPERTY





Our
current headquarters is located in Houston, Texas  and consists of a
small office on Yorktown Place.  We have rented office space in Santa
Monica, California to serve as the main office during development of the
product.  In 2007, we leased  office space in the downtown
Austin area. This space is targeted to become our base of operations for
launching eDOORWAYS in the Austin market in the third quarter of
2008.  We also plan to relocate the corporate headquarters to the
Austin location once the launch has begun.





In  2006,
we leased office space in Santa Monica, California so that we have an office
near the development firm who is helping us to develop our web
platform,  We have extended the Santa Monica office lease, but are
currently in default due to inability to pay the rent until funding is
obtained.  The leasing office is working with us while we attempt to
obtain funding.





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, TX.









ITEM
3. LEGAL PROCEEDINGS





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 has been
accrued in our financial statements under the heading “Accrued
Expenses”.





11500
Northwest, L.P. 11500 Northwest, L.P. commenced litigation against us on October
31, 2003 in the 11th Judicial District Court for Harris County, Texas (Cause No.
2003-60705). This case relates to a breach of a lease agreement allegedly
entered into on or about March 5, 1999 for certain office space we never
occupied. Plaintiff is requesting past due rents of an unspecified amount,
broker's commission of $21,806, and tenant improvements of $51,439, attorney's
fees, costs, and prejudgment interest. We defended the lawsuit, denied breach of
the alleged lease agreement and further defended the claim for past due rents
under Section 16.004 of the Texas Civil Practice & Remedies Code, i.e. we
believe that the statute of limitations has tolled some or all of the claims.
The case was tried on May 12, 2005. The Court ruled in our favor in the 11500
Northwest, LP case stating that the statute of limitations did apply in this
case and a Take Nothing Judgment has been signed by the Court and is now
final.





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





Deanna S.
Slater.  On August 31, 2006, Deanna S. Slater, an independent
contractor formerly with M Power Entertainment, Inc., brought suit in County
Civil Court at Law Number Four in Harris County, Texas, Docket Number 872,560,
alleging breach of contract, quantum meruit, promissory estoppel and for
attorney’s fees.  No specific dollar amount was claimed by Ms. Slater
but the court on December 29, 2006 granted our Special Exceptions and she
replied her petition alleging the amount she sought in damages along with
certain other pleading requirements.   The pre-lawsuit demand was
for payment of $15,785.25.   Trial was had 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 are
not aware of other claims or assessments, other than as described above, which
may have a material adverse impact on our financial position or results of
operations.








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





No
matters were submitted to a vote of securities holders during the fourth quarter
of the Company's fiscal year.









-15-






PART
II





ITEM
5. 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  eDOORWAYS common stock in the over-the-counter market, based on
inter-dealer bid prices, without retail mark-up, mark-down or commissions and
may not necessarily represent actual transactions.





Fiscal
      2007
            High
            LowFirst
      Quarter (1)
            $.0019*
            $0.0005*Second
      Quarter (1)
            $0.0012*
            $0.005*Third
      Quarter (1)
            $0.8
            $0.195Fourth
      Quarter (1)
            $0.58
            $0.009Fiscal
      2006
            High
            LowFirst
      Quarter (1)
            $0.06*
            $0.042*Second
      Quarter (1)
            $0.023*
            $0.0036*Third
      Quarter (1)
            $0.008*
            $0.002*Fourth
      Quarter (1)
            $0.0012*
            $0.004**Split-adjusted












Holders




Our
registrar and transfer agent is American Registrar and Transfer Co. 342 East 900
South, Salt Lake City, Utah 84111. There were approximately 51 holders of
record of our Common Stock as of May 12, 2008.









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.







-16-




Recent
Sales of Unregistered Securities





Debt
Securities





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%,
mature within 10 days, and are 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 792,443 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 expiring April 18, 2009.





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 (using the “Applicable
Percentage”) of the average of the lowest three (3) trading prices during the
twenty (20) trading day period prior to conversion.  The Applicable
Percentage means 50%. eDOORWAYS 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").





The Notes
carry an interest rate of 8% per annum and a maturity date of March 30,
2010. The notes are convertible into our common shares at the “Applicable
Percentage” of the average of the lowest three (3) intraday trading prices for
our shares of common stock during the twenty (20) trading day period prior to
conversion, but not including the conversion date.  The “Applicable
Percentage” means 50%; provided, however, that the Applicable Percentage shall
be increased to (i) 55% in the event that a Registration Statement is filed
within thirty (30) days of the closing and (ii) 60% in the event that the
Registration Statement becomes effective within one hundred and twenty (120)
days from the Closing.










-17-





Common
Stock





In the
year 2007, we issued 424,269,845 shares of our common stock to our convertible
debentures holders which reduced the principle of the convertible debentures by
$148,943. Our shares were issued in reliance on the exemption from registration
provided by Section 4(2) of the Securities Act of 1933. No commissions were paid
for the issuance of such shares.





Date
            Shares
      per conversion notice
            Conversion
      Price
            Principle
      ConvertedAJW
      Offshore Ltd
            01/04/07
            442,875
            0.000676
            $         299AJW
      Offshore Ltd
            01/08/07
            442,875
            0.000676
            $         299AJW
      Offshore Ltd
            01/10/07
            442,875
            0.000660
            $         292AJW
      Offshore Ltd
            01/12/07
            442,875
            0.000700
            $         310AJW
      Offshore Ltd
            01/16/07
            442,875
            0.000700
            $         310AJW
      Offshore Ltd
            01/18/07
            590,500
            0.000690
            $         407AJW
      Offshore Ltd
            01/22/07
            590,500
            0.000690
            $         407AJW
      Offshore Ltd
            01/24/07
            2,320,665
            0.000690
            $      1,601AJW
      Offshore Ltd
            01/26/07
            2,320,665
            0.000690
            $      1,601AJW
      Offshore Ltd
            01/30/07
            2,320,665
            0.000680
            $      1,578AJW
      Offshore Ltd
            02/01/07
            2,320,665
            0.000700
            $      1,624AJW
      Offshore Ltd
            02/05/07
            2,320,665
            0.000700
            $      1,624AJW
      Offshore Ltd
            02/08/07
            2,320,665
            0.000672
            $      1,559AJW
      Offshore Ltd
            02/09/07
            2,320,665
            0.000650
            $      1,508AJW
      Offshore Ltd
            02/13/07
            2,320,665
            0.000650
            $      1,508AJW
      Offshore Ltd
            02/15/07
            2,320,665
            0.000650
            $      1,508AJW
      Offshore Ltd
            02/20/07
            2,320,665
            0.000648
            $      1,504AJW
      Offshore Ltd
            02/23/07
            2,320,665
            0.000624
            $      1,448AJW
      Offshore Ltd
            02/27/07
            2,320,665
            0.000600
            $      1,392AJW
      Offshore Ltd
            03/01/07
            2,320,665
            0.000600
            $      1,392AJW
      Offshore Ltd
            03/05/07
            2,320,665
            0.000600
            $      1,392AJW
      Offshore Ltd
            03/06/07
            2,320,665
            0.000600
            $      1,392AJW
      Offshore Ltd
            03/08/07
            2,320,665
            0.000600
            $      1,392AJW
      Offshore Ltd
            03/13/07
            2,320,665
            0.000300
            $         696AJW
      Offshore Ltd
            03/16/07
            2,320,665
            0.000300
            $         696AJW
      Offshore Ltd
            03/20/07
            2,320,665
            0.000300
            $         696AJW
      Offshore Ltd
            03/22/07
            2,320,665
            0.000300
            $         696AJW
      Offshore Ltd
            03/26/07
            2,320,665
            0.000300
            $         696AJW
      Offshore Ltd
            03/28/07
            2,320,665
            0.000300
            $         696AJW
      Offshore Ltd
            03/30/07
            2,320,665
            0.000300
            $         696AJW
      Offshore Ltd
            04/02/07
            2,320,665
            0.000300
            $         696AJW
      Offshore Ltd
            04/04/07
            2,320,665
            0.000200
            $         464AJW
      Offshore Ltd
            04/09/07
            2,320,665
            0.000200
            $         464AJW
      Offshore Ltd
            04/11/07
            2,320,665
            0.000200
            $         464AJW
      Offshore Ltd
            04/13/07
            2,320,665
            0.000200
            $         464AJW
      Offshore Ltd
            04/17/07
            2,320,665
            0.000200
            $         464AJW
      Offshore Ltd
            04/19/07
            2,320,665
            0.000200
            $         464AJW
      Offshore Ltd
            04/23/07
            2,320,665
            0.000200
            $         464AJW
      Offshore Ltd
            04/26/07
            2,320,665
            0.000200
            $         464AJW
      Offshore Ltd
            05/02/07
            2,320,665
            0.000200
            $         464AJW
      Offshore Ltd
            05/07/07
            2,320,665
            0.000300
            $         696AJW
      Offshore Ltd
            05/21/07
            2,320,665
            0.000300
            $         696AJW
      Offshore Ltd
            05/24/07
            2,320,665
            0.000300
            $         696AJW
      Offshore Ltd
            05/30/07
            2,320,665
            0.000300
            $         696AJW
      Offshore Ltd
            06/04/07
            6,159,210
            0.000300
            $      1,848AJW
      Offshore Ltd
            06/06/07
            6,159,210
            0.000300
            $      1,848AJW
      Offshore Ltd
            06/11/07
            6,159,210
            0.000300
            $      1,848AJW
      Offshore Ltd
            06/13/07
            6,159,210
            0.000300
            $      1,848AJW
      Offshore Ltd
            06/15/07
            6,159,210
            0.000270
            $      1,663AJW
      Offshore Ltd
            06/20/07
            6,159,210
            0.000250
            $      1,540AJW
      Offshore Ltd
            06/22/07
            6,159,210
            0.000200
            $      1,232AJW
      Offshore Ltd
            06/26/07
            6,159,210
            0.000190
            $      1,170AJW
      Offshore Ltd
            07/05/07
            6,159,210
            0.000180
            $      1,109AJW
      Offshore Ltd
            07/09/07
            6,159,210
            0.000180
            $      1,109AJW
      Offshore Ltd
            07/11/07
            6,159,210
            0.000180
            $      1,109AJW
      Offshore Ltd
            07/13/07
            6,159,210
            0.000180
            $      1,109AJW
      Offshore Ltd
            07/17/07
            6,159,210
            0.000180
            $      1,109AJW
      Offshore Ltd
            07/20/07
            6,159,210
            0.000180
            $      1,109AJW
      Offshore Ltd
            07/24/07
            6,159,210
            0.000180
            $      1,109AJW
      Offshore Ltd
            07/26/07
            6,159,210
            0.000180
            $      1,109AJW
      Offshore Ltd
            07/30/07
            6,159,210
            0.000180
            $      1,109AJW
      Offshore Ltd
            08/01/07
            6,159,210
            0.000180
            $      1,109AJW
      Offshore Ltd
            08/03/07
            6,159,210
            0.000110
            $         678AJW
      Offshore Ltd
            08/03/07
            6,159,210
            0.000110
            $         678AJW
      Offshore Ltd
            08/08/07
            6,159,210
            0.000110
            $         678AJW
      Offshore Ltd
            08/10/07
            6,159,210
            0.000110
            $         678AJW
      Offshore Ltd
            08/17/07
            6,159,210
            0.000110
            $         678AJW
      Offshore Ltd
            08/28/07
            6,159,210
            0.000110
            $         678AJW
      Offshore Ltd
            08/29/07
            6,159,210
            0.000110
            $         678AJW
      Offshore Ltd
            08/30/07
            3,079
            0.000100
            $         616AJW
      Offshore Ltd
            09/25/07
            7,399
            0.069000
            $         511AJW
      Offshore Ltd
            09/26/07
            7,399
            0.069000
            $         511AJW
      Offshore Ltd
            09/28/07
            7,399
            0.069000
            $         511AJW
      Offshore Ltd
            10/2/2007
            7,399
            0.069000
            $         511AJW
      Offshore Ltd
            10/4/2007
            7,399
            0.069000
            $         511AJW
      Offshore Ltd
            10/16/2007
            7,399
            0.072000
            $         533AJW
      Offshore Ltd
            10/22/2007
            7,399
            0.073000
            $         540AJW
      Offshore Ltd
            10/23/2007
            9,078
            0.073000
            $         663AJW
      Offshore Ltd
            10/25/2007
            9,078
            0.081000
            $         735AJW
      Offshore Ltd
            10/29/2007
            9,078
            0.054000
            $         490AJW
      Offshore Ltd
            10/31/2007
            9,078
            0.054000
            $         490AJW
      Offshore Ltd
            11/1/2007
            9,078
            0.054000
            $         490AJW
      Offshore Ltd
            11/6/2007
            32,678
            0.050000
            $      1,634AJW
      Offshore Ltd
            11/14/2007
            32,678
            0.040000
            $      1,307AJW
      Offshore Ltd
            11/14/2007
            32,678
            0.040000
            $      1,307AJW
      Offshore Ltd
            11/21/2007
            32,678
            0.031000
            $      1,013AJW
      Offshore Ltd
            11/26/2007
            32,678
            0.026000
            $         850AJW
      Offshore Ltd
            11/27/2007
            32,678
            0.021000
            $         686AJW
      Offshore Ltd
            11/29/2007
            32,678
            0.019000
            $         621AJW
      Offshore Ltd
            12/3/2007
            32,678
            0.019000
            $         621AJW
      Offshore Ltd
            12/4/2007
            32,678
            0.018000
            $         588AJW
      Offshore Ltd
            12/5/2007
            32,678
            0.017000
            $         556AJW
      Offshore Ltd
            12/7/2007
            32,678
            0.015000
            $         490AJW
      Offshore Ltd
            12/10/2007
            32,678
            0.013000
            $         425AJW
      Offshore Ltd
            12/11/2007
            32,678
            0.010000
            $         327AJW
      Offshore Ltd
            12/17/2007
            59,050
            0.010000
            $         591AJW
      Offshore Ltd
            12/18/2007
            59,050
            0.009000
            $         531AJW
      Offshore Ltd
            12/20/2007
            59,050
            0.007000
            $         413AJW
      Offshore Ltd
            12/24/2007
            59,050
            0.006000
            $         354AJW
      Offshore Ltd
            12/26/2007
            59,050
            0.006000
            $         354AJW
      Offshore Ltd
            12/31/2007
            59,050
            0.001200
            $           71244,119,606
            
            $    87,560AJW
      Partners LLc
            01/04/07
            83,250
            0.000676
            $           56AJW
      Partners LLc
            01/08/07
            83,250
            0.000676
            $           56AJW
      Partners LLc
            01/10/07
            83,250
            0.000660
            $           55AJW
      Partners LLc
            01/12/07
            83,250
            0.000700
            $           58AJW
      Partners LLc
            01/16/07
            83,250
            0.000700
            $           58AJW
      Partners LLc
            01/18/07
            111,000
            0.000690
            $           77AJW
      Partners LLc
            01/22/07
            111,000
            0.000690
            $           77AJW
      Partners LLc
            01/24/07
            436,230
            0.000690
            $         301AJW
      Partners LLc
            01/26/07
            436,230
            0.000690
            $         301AJW
      Partners LLc
            01/30/07
            436,230
            0.000680
            $         297AJW
      Partners LLc
            02/01/07
            436,230
            0.000700
            $         305AJW
      Partners LLc
            02/05/07
            436,230
            0.000700
            $         305AJW
      Partners LLc
            02/08/07
            436,230
            0.000672
            $         293AJW
      Partners LLc
            02/09/07
            436,230
            0.000675
            $         294AJW
      Partners LLc
            02/13/07
            436,230
            0.000650
            $         284AJW
      Partners LLc
            02/15/07
            436,230
            0.000650
            $         284AJW
      Partners LLc
            02/20/07
            436,230
            0.000648
            $         283AJW
      Partners LLc
            02/23/07
            436,230
            0.000624
            $         272AJW
      Partners LLc
            02/27/07
            436,230
            0.000600
            $         262AJW
      Partners LLc
            03/01/07
            436,230
            0.000600
            $         262AJW
      Partners LLc
            03/05/07
            436,230
            0.000600
            $         262AJW
      Partners LLc
            03/06/07
            436,230
            0.000600
            $         262AJW
      Partners LLc
            03/08/07
            436,230
            0.000600
            $         262AJW
      Partners LLc
            03/13/07
            436,230
            0.000300
            $         131AJW
      Partners LLc
            03/16/07
            436,230
            0.000300
            $         131AJW
      Partners LLc
            03/20/07
            436,230
            0.000300
            $         131AJW
      Partners LLc
            03/22/07
            436,230
            0.000300
            $         131AJW
      Partners LLc
            03/26/07
            436,230
            0.000300
            $         131AJW
      Partners LLc
            03/28/07
            436,230
            0.000300
            $         131AJW
      Partners LLc
            03/30/07
            436,230
            0.000300
            $         131AJW
      Partners LLc
            04/02/07
            436,230
            0.000300
            $         131AJW
      Partners LLc
            04/04/07
            436,230
            0.000200
            $           87AJW
      Partners LLc
            04/09/07
            436,230
            0.000200
            $           87AJW
      Partners LLc
            04/11/07
            436,230
            0.000200
            $           87AJW
      Partners LLc
            04/13/07
            436,230
            0.000200
            $           87AJW
      Partners LLc
            04/17/07
            436,230
            0.000200
            $           87AJW
      Partners LLc
            04/19/07
            436,230
            0.000200
            $           87AJW
      Partners LLc
            04/23/07
            436,230
            0.000200
            $           87AJW
      Partners LLc
            04/26/07
            436,230
            0.000200
            $           87AJW
      Partners LLc
            05/02/07
            436,230
            0.000200
            $           87AJW
      Partners LLc
            05/07/07
            436,230
            0.000300
            $         131AJW
      Partners LLc
            05/21/07
            436,230
            0.000300
            $         131AJW
      Partners LLc
            05/24/07
            436,230
            0.000300
            $         131AJW
      Partners LLc
            05/30/07
            436,230
            0.000300
            $         131AJW
      Partners LLc
            06/04/07
            1,157,785
            0.000300
            $         347AJW
      Partners LLc
            06/06/07
            1,157,785
            0.000300
            $         347AJW
      Partners LLc
            06/11/07
            1,157,785
            0.000300
            $         347AJW
      Partners LLc
            06/13/07
            1,157,785
            0.000300
            $         347AJW
      Partners LLc
            06/15/07
            1,157,785
            0.000270
            $         313AJW
      Partners LLc
            06/20/07
            1,157,785
            0.000250
            $         289AJW
      Partners LLc
            06/22/07
            1,157,785
            0.000200
            $         232AJW
      Partners LLc
            06/26/07
            1,157,785
            0.000190
            $         220AJW
      Partners LLc
            06/29/07
            2,315,570
            0.000120
            $         278AJW
      Partners LLc
            07/05/07
            1,157,785
            0.000180
            $         208AJW
      Partners LLc
            07/09/07
            1,157,785
            0.000180
            $         208AJW
      Partners LLc
            07/11/07
            1,157,785
            0.000180
            $         208AJW
      Partners LLc
            07/13/07
            1,157,785
            0.000180
            $         208AJW
      Partners LLc
            07/17/07
            1,157,785
            0.000180
            $         208AJW
      Partners LLc
            07/20/07
            1,157,785
            0.000180
            $         208AJW
      Partners LLc
            07/24/07
            1,157,785
            0.000180
            $         208AJW
      Partners LLc
            07/26/07
            1,157,785
            0.000180
            $         208AJW
      Partners LLc
            07/30/07
            1,157,785
            0.000180
            $         208AJW
      Partners LLc
            08/01/07
            1,157,785
            0.000180
            $         208AJW
      Partners LLc
            08/03/07
            1,157,785
            0.000110
            $         127AJW
      Partners LLc
            08/03/07
            1,157,785
            0.000110
            $         127AJW
      Partners LLc
            08/08/07
            1,157,785
            0.000110
            $         127AJW
      Partners LLc
            08/10/07
            1,157,785
            0.000110
            $         127AJW
      Partners LLc
            08/17/07
            1,157,785
            0.000110
            $         127AJW
      Partners LLc
            08/28/07
            1,157,785
            0.000110
            $         127AJW
      Partners LLc
            08/29/07
            1,157,785
            0.000110
            $         127AJW
      Partners LLc
            08/30/07
            578
            0.000100
            $         116AJW
      Partners LLc
            09/25/07
            1,391
            0.069000
            $           96AJW
      Partners LLc
            09/26/07
            1,391
            0.069000
            $           96AJW
      Partners LLc
            09/28/07
            1,391
            0.069000
            $           96AJW
      Partners LLc
            10/2/2007
            1,391
            0.069000
            $           96AJW
      Partners LLc
            10/4/2007
            1,391
            0.069000
            $           96AJW
      Partners LLc
            10/16/2007
            1,391
            0.072000
            $         100AJW
      Partners LLc
            10/22/2007
            1,391
            0.073000
            $         102AJW
      Partners LLc
            10/23/2007
            1,706
            0.073000
            $         125AJW
      Partners LLc
            10/25/2007
            1,706
            0.081000
            $         138AJW
      Partners LLc
            10/29/2007
            1,706
            0.054000
            $           92AJW
      Partners LLc
            10/31/2007
            1,706
            0.054000
            $           92AJW
      Partners LLc
            11/1/2007
            1,706
            0.054000
            $           92AJW
      Partners LLc
            11/6/2007
            6,143
            0.050000
            $         307AJW
      Partners LLc
            11/14/2007
            6,143
            0.040000
            $         246AJW
      Partners LLc
            11/14/2007
            6,143
            0.040000
            $         246AJW
      Partners LLc
            11/21/2007
            6,143
            0.031000
            $         190AJW
      Partners LLc
            11/26/2007
            6,143
            0.026000
            $         160AJW
      Partners LLc
            11/27/2007
            6,143
            0.021000
            $         129AJW
      Partners LLc
            11/29/2007
            6,143
            0.019000
            $         117AJW
      Partners LLc
            12/3/2007
            6,143
            0.019000
            $         117AJW
      Partners LLc
            12/4/2007
            6,143
            0.018000
            $         111AJW
      Partners LLc
            12/5/2007
            6,143
            0.017000
            $         104AJW
      Partners LLc
            12/7/2007
            6,143
            0.015000
            $           92AJW
      Partners LLc
            12/10/2007
            6,143
            0.013000
            $           80AJW
      Partners LLc
            12/11/2007
            6,143
            0.010000
            $           61AJW
      Partners LLc
            12/17/2007
            11,100
            0.010000
            $         111AJW
      Partners LLc
            12/18/2007
            11,100
            0.009000
            $         100AJW
      Partners LLc
            12/20/2007
            11,100
            0.007000
            $           78AJW
      Partners LLc
            12/24/2007
            11,100
            0.006000
            $           67AJW
      Partners LLc
            12/26/2007
            11,100
            0.006000
            $           67AJW
      Partners LLc
            12/31/2007
            11,100
            0.001200
            $           1348,204,259
            
            $    16,748.01AJW
      Qualified Partners
            01/04/07
            213,750
            0.000676
            $         144AJW
      Qualified Partners
            01/08/07
            213,750
            0.000676
            $         144AJW
      Qualified Partners
            01/10/07
            213,750
            0.000660
            $         141AJW
      Qualified Partners
            01/12/07
            213,750
            0.000700
            $         150AJW
      Qualified Partners
            01/16/07
            213,750
            0.000700
            $         150AJW
      Qualified Partners
            01/18/07
            285,000
            0.000690
            $         197AJW
      Qualified Partners
            01/22/07
            285,000
            0.000690
            $         197AJW
      Qualified Partners
            01/24/07
            1,120,050
            0.000690
            $         773AJW
      Qualified Partners
            01/26/07
            1,120,050
            0.000690
            $         773AJW
      Qualified Partners
            01/30/07
            1,120,050
            0.000680
            $         762AJW
      Qualified Partners
            02/01/07
            1,120,050
            0.000700
            $         784AJW
      Qualified Partners
            02/05/07
            1,120,050
            0.000700
            $         784AJW
      Qualified Partners
            02/08/07
            1,120,050
            0.000672
            $         753AJW
      Qualified Partners
            02/09/07
            1,120,050
            0.000650
            $         728AJW
      Qualified Partners
            02/13/07
            1,120,050
            0.000650
            $         728AJW
      Qualified Partners
            02/15/07
            1,120,050
            0.000650
            $         728AJW
      Qualified Partners
            02/20/07
            1,120,050
            0.000648
            $         726AJW
      Qualified Partners
            02/23/07
            1,120,050
            0.000624
            $         699AJW
      Qualified Partners
            02/27/07
            1,120,050
            0.000600
            $         672AJW
      Qualified Partners
            03/01/07
            1,120,050
            0.000600
            $         672AJW
      Qualified Partners
            03/05/07
            1,120,050
            0.000600
            $         672AJW
      Qualified Partners
            03/06/07
            1,120,050
            0.000600
            $         672AJW
      Qualified Partners
            03/08/07
            1,120,050
            0.000600
            $         672AJW
      Qualified Partners
            03/13/07
            1,120,050
            0.000300
            $         336AJW
      Qualified Partners
            03/16/07
            1,120,050
            0.000300
            $         336AJW
      Qualified Partners
            03/20/07
            1,120,050
            0.000300
            $         336AJW
      Qualified Partners
            03/22/07
            1,120,050
            0.000300
            $         336AJW
      Qualified Partners
            03/26/07
            1,120,050
            0.000300
            $         336AJW
      Qualified Partners
            03/28/07
            1,120,050
            0.000300
            $         336AJW
      Qualified Partners
            03/30/07
            1,120,050
            0.000300
            $         336AJW
      Qualified Partners
            04/02/07
            1,120,050
            0.000300
            $         336AJW
      Qualified Partners
            04/04/07
            1,120,050
            0.000200
            $         224AJW
      Qualified Partners
            04/09/07
            1,120,050
            0.000200
            $         224AJW
      Qualified Partners
            04/11/07
            1,120,050
            0.000200
            $         224AJW
      Qualified Partners
            04/13/07
            1,120,050
            0.000200
            $         224AJW
      Qualified Partners
            04/17/07
            1,120,050
            0.000200
            $         224AJW
      Qualified Partners
            04/19/07
            1,120,050
            0.000200
            $         224AJW
      Qualified Partners
            04/23/07
            1,120,050
            0.000200
            $         224AJW
      Qualified Partners
            04/26/07
            1,120,050
            0.000200
            $         224AJW
      Qualified Partners
            05/02/07
            1,120,050
            0.000200
            $         224AJW
      Qualified Partners
            05/07/07
            1,120,050
            0.000300
            $         336AJW
      Qualified Partners
            05/21/07
            1,120,050
            0.000300
            $         336AJW
      Qualified Partners
            05/24/07
            1,120,050
            0.000300
            $         336AJW
      Qualified Partners
            05/30/07
            1,120,050
            0.000300
            $         336AJW
      Qualified Partners
            06/04/07
            2,972,693
            0.000300
            $         892AJW
      Qualified Partners
            06/06/07
            2,972,693
            0.000300
            $         892AJW
      Qualified Partners
            06/11/07
            2,972,693
            0.000300
            $         892AJW
      Qualified Partners
            06/13/07
            2,972,693
            0.000300
            $         892AJW
      Qualified Partners
            06/15/07
            2,972,693
            0.000270
            $         803AJW
      Qualified Partners
            06/20/07
            2,972,693
            0.000250
            $         743AJW
      Qualified Partners
            06/22/07
            2,972,693
            0.000200
            $         595AJW
      Qualified Partners
            06/26/07
            2,972,693
            0.000190
            $         565AJW
      Qualified Partners
            06/29/07
            2,972,693
            0.000120
            $         357AJW
      Qualified Partners
            07/05/07
            2,972,693
            0.000180
            $         535AJW
      Qualified Partners
            07/09/07
            2,972,693
            0.000180
            $         535AJW
      Qualified Partners
            07/11/07
            2,972,693
            0.000180
            $         535AJW
      Qualified Partners
            07/13/07
            2,972,693
            0.000180
            $         535AJW
      Qualified Partners
            07/17/07
            2,972,693
            0.000180
            $         535AJW
      Qualified Partners
            07/20/07
            2,972,693
            0.000180
            $         535AJW
      Qualified Partners
            07/24/07
            2,972,693
            0.000180
            $         535AJW
      Qualified Partners
            07/26/07
            2,972,693
            0.000180
            $         535AJW
      Qualified Partners
            07/30/07
            2,972,693
            0.000180
            $         535AJW
      Qualified Partners
            08/01/07
            2,972,693
            0.000180
            $         535AJW
      Qualified Partners
            08/03/07
            2,972,693
            0.000110
            $         327AJW
      Qualified Partners
            08/03/07
            2,972,693
            0.000110
            $         327AJW
      Qualified Partners
            08/08/07
            2,972,693
            0.000110
            $         327AJW
      Qualified Partners
            08/10/07
            2,972,693
            0.000110
            $         327AJW
      Qualified Partners
            08/17/07
            2,972,693
            0.000110
            $         327AJW
      Qualified Partners
            08/28/07
            2,972,693
            0.000110
            $         327AJW
      Qualified Partners
            08/29/07
            2,972,693
            0.000110
            $         327AJW
      Qualified Partners
            08/30/07
            1,486
            0.000100
            $         297AJW
      Qualified Partners
            09/25/07
            3,571
            0.069000
            $         246AJW
      Qualified Partners
            09/26/07
            3,571
            0.069000
            $         246AJW
      Qualified Partners
            09/28/07
            3,571
            0.069000
            $         246AJW
      Qualified Partners
            10/2/2007
            3,571
            0.069000
            $         246AJW
      Qualified Partners
            10/4/2007
            3,571
            0.069000
            $         246AJW
      Qualified Partners
            10/16/2007
            3,571
            0.072000
            $         257AJW
      Qualified Partners
            10/22/2007
            3,571
            0.073000
            $         261AJW
      Qualified Partners
            10/23/2007
            4,381
            0.073000
            $         320AJW
      Qualified Partners
            10/25/2007
            4,381
            0.081000
            $         355AJW
      Qualified Partners
            10/29/2007
            4,381
            0.054000
            $         237AJW
      Qualified Partners
            10/31/2007
            4,381
            0.054000
            $         237AJW
      Qualified Partners
            11/1/2007
            4,381
            0.054000
            $         237AJW
      Qualified Partners
            11/6/2007
            15,771
            0.050000
            $         789AJW
      Qualified Partners
            11/8/2007
            15,771
            0.040000
            $         631AJW
      Qualified Partners
            11/14/2007
            15,771
            0.040000
            $         631AJW
      Qualified Partners
            11/21/2007
            15,771
            0.031000
            $         489AJW
      Qualified Partners
            11/26/2007
            15,771
            0.026000
            $         410AJW
      Qualified Partners
            11/27/2007
            15,771
            0.021000
            $         331AJW
      Qualified Partners
            11/29/2007
            15,771
            0.019000
            $         300AJW
      Qualified Partners
            12/3/2007
            15,771
            0.019000
            $         300AJW
      Qualified Partners
            12/4/2007
            15,771
            0.018000
            $         284AJW
      Qualified Partners
            12/5/2007
            15,771
            0.017000
            $         268AJW
      Qualified Partners
            12/7/2007
            15,771
            0.015000
            $         237AJW
      Qualified Partners
            12/10/2007
            15,771
            0.013000
            $         205AJW
      Qualified Partners
            12/11/2007
            15,771
            0.010000
            $         158AJW
      Qualified Partners
            12/17/2007
            28,500
            0.010000
            $         285AJW
      Qualified Partners
            12/18/2007
            28,500
            0.009000
            $         257AJW
      Qualified Partners
            12/20/2007
            28,500
            0.007000
            $         200AJW
      Qualified Partners
            12/24/2007
            28,500
            0.006000
            $         171AJW
      Qualified Partners
            12/26/2007
            28,500
            0.006000
            $         171AJW
      Qualified Partners
            12/31/2007
            28,500
            0.001200
            $           34120,795,029
            
            $42,616.41New
      Millenium Capital
            01/04/07
            10,125
            0.000676
            $             7New
      Millenium Capital
            01/08/07
            10,125
            0.000676
            $             7New
      Millenium Capital
            01/10/07
            10,125
            0.000660
            $             7New
      Millenium Capital
            01/12/07
            10,125
            0.000700
            $             7New
      Millenium Capital
            01/16/07
            10,125
            0.000700
            $             7New
      Millenium Capital
            01/18/07
            13,500
            0.000690
            $             9New
      Millenium Capital
            01/22/07
            13,500
            0.000690
            $             9New
      Millenium Capital
            01/24/07
            53,055
            0.000690
            $           37New
      Millenium Capital
            01/26/07
            53,055
            0.000690
            $           37New
      Millenium Capital
            01/30/07
            53,055
            0.000680
            $           36New
      Millenium Capital
            02/01/07
            53,055
            0.000700
            $           37New
      Millenium Capital
            02/05/07
            53,055
            0.000700
            $           37New
      Millenium Capital
            02/08/07
            53,055
            0.000672
            $           36New
      Millenium Capital
            02/09/07
            53,055
            0.000650
            $           34New
      Millenium Capital
            02/13/07
            53,055
            0.000650
            $           34New
      Millenium Capital
            02/15/07
            53,055
            0.000650
            $           34New
      Millenium Capital
            02/20/07
            53,055
            0.000648
            $           34New
      Millenium Capital
            02/23/07
            53,055
            0.000624
            $           33New
      Millenium Capital
            02/27/07
            53,055
            0.000600
            $           32New
      Millenium Capital
            03/01/07
            53,055
            0.000600
            $           32New
      Millenium Capital
            03/05/07
            53,055
            0.000600
            $           32New
      Millenium Capital
            03/06/07
            53,055
            0.000600
            $           32New
      Millenium Capital
            03/08/07
            53,055
            0.000600
            $           32New
      Millenium Capital
            03/13/07
            53,055
            0.000300
            $           16New
      Millenium Capital
            03/16/07
            53,055
            0.000300
            $           16New
      Millenium Capital
            03/20/07
            53,055
            0.000300
            $           16New
      Millenium Capital
            03/22/07
            53,055
            0.000300
            $           16New
      Millenium Capital
            03/26/07
            53,055
            0.000300
            $           16New
      Millenium Capital
            03/28/07
            53,055
            0.000300
            $           16New
      Millenium Capital
            03/30/07
            53,055
            0.000300
            $           16New
      Millenium Capital
            04/02/07
            53,055
            0.000300
            $           16New
      Millenium Capital
            04/04/07
            53,055
            0.000200
            $           11New
      Millenium Capital
            04/09/07
            53,055
            0.000200
            $           11New
      Millenium Capital
            04/11/07
            53,055
            0.000200
            $           11New
      Millenium Capital
            04/13/07
            53,055
            0.000200
            $           11New
      Millenium Capital
            04/17/07
            53,055
            0.000200
            $           11New
      Millenium Capital
            04/19/07
            53,055
            0.000200
            $           11New
      Millenium Capital
            04/23/07
            53,055
            0.000200
            $           11New
      Millenium Capital
            04/26/07
            53,055
            0.000200
            $           11New
      Millenium Capital
            05/02/07
            53,055
            0.000200
            $           11New
      Millenium Capital
            05/07/07
            53,055
            0.000300
            $           16New
      Millenium Capital
            05/21/07
            53,055
            0.000300
            $           16New
      Millenium Capital
            05/24/07
            53,055
            0.000300
            $           16New
      Millenium Capital
            05/30/07
            53,055
            0.000300
            $           16New
      Millenium Capital
            06/04/07
            140,812
            0.000300
            $           42New
      Millenium Capital
            06/06/07
            140,812
            0.000300
            $           42New
      Millenium Capital
            06/11/07
            140,812
            0.000300
            $           42New
      Millenium Capital
            06/13/07
            140,812
            0.000300
            $           42New
      Millenium Capital
            06/15/07
            140,812
            0.000270
            $           38New
      Millenium Capital
            06/20/07
            140,812
            0.000250
            $           35New
      Millenium Capital
            06/22/07
            140,812
            0.000200
            $           28New
      Millenium Capital
            06/26/07
            140,812
            0.000190
            $           27New
      Millenium Capital
            06/29/07
            140,812
            0.000120
            $           17New
      Millenium Capital
            07/05/07
            140,812
            0.000180
            $           25New
      Millenium Capital
            07/09/07
            140,812
            0.000180
            $           25New
      Millenium Capital
            07/11/07
            140,812
            0.000180
            $           25New
      Millenium Capital
            07/13/07
            140,812
            0.000180
            $           25New
      Millenium Capital
            07/17/07
            140,812
            0.000180
            $           25New
      Millenium Capital
            07/20/07
            140,812
            0.000180
            $           25New
      Millenium Capital
            07/24/07
            140,812
            0.000180
            $           25New
      Millenium Capital
            07/26/07
            140,812
            0.000180
            $           25New
      Millenium Capital
            07/30/07
            140,812
            0.000180
            $           25New
      Millenium Capital
            08/01/07
            140,812
            0.000180
            $           25New
      Millenium Capital
            08/03/07
            140,812
            0.000110
            $           15New
      Millenium Capital
            08/03/07
            140,812
            0.000110
            $           15New
      Millenium Capital
            08/08/07
            140,812
            0.000110
            $           15New
      Millenium Capital
            08/10/07
            140,812
            0.000110
            $           15New
      Millenium Capital
            08/17/07
            140,812
            0.000110
            $           15New
      Millenium Capital
            08/28/07
            140,812
            0.000110
            $           15New
      Millenium Capital
            08/29/07
            140,812
            0.000110
            $           15New
      Millenium Capital
            08/30/07
            70
            0.000100
            $           14New
      Millenium Capital
            09/25/07
            169
            0.069000
            $           12New
      Millenium Capital
            09/26/07
            169
            0.069000
            $           12New
      Millenium Capital
            09/28/07
            169
            0.069000
            $           12New
      Millenium Capital
            10/2/2007
            169
            0.069000
            $           12New
      Millenium Capital
            10/4/2007
            169
            0.069000
            $           12New
      Millenium Capital
            10/16/2007
            169
            0.072000
            $           12New
      Millenium Capital
            10/22/2007
            169
            0.073000
            $           12New
      Millenium Capital
            10/23/2007
            208
            0.073000
            $           15New
      Millenium Capital
            10/25/2007
            208
            0.081000
            $           17New
      Millenium Capital
            10/29/2007
            208
            0.054000
            $           11New
      Millenium Capital
            10/31/2007
            208
            0.054000
            $           11New
      Millenium Capital
            11/1/2007
            208
            0.054000
            $           11New
      Millenium Capital
            11/6/2007
            747
            0.050000
            $           37New
      Millenium Capital
            11/14/2007
            747
            0.040000
            $           30New
      Millenium Capital
            11/14/2007
            747
            0.040000
            $           30New
      Millenium Capital
            11/21/2007
            747
            0.031000
            $           23New
      Millenium Capital
            11/26/2007
            747
            0.026000
            $           19New
      Millenium Capital
            11/27/2007
            747
            0.021000
            $           16New
      Millenium Capital
            11/29/2007
            747
            0.019000
            $           14New
      Millenium Capital
            12/3/2007
            747
            0.019000
            $           14New
      Millenium Capital
            12/4/2007
            747
            0.018000
            $           13New
      Millenium Capital
            12/5/2007
            747
            0.017000
            $           13New
      Millenium Capital
            12/7/2007
            747
            0.015000
            $           11New
      Millenium Capital
            12/10/2007
            747
            0.013000
            $           10New
      Millenium Capital
            12/11/2007
            747
            0.010000
            $             7New
      Millenium Capital
            12/17/2007
            1,350
            0.010000
            $           14New
      Millenium Capital
            12/18/2007
            1,350
            0.009000
            $           12New
      Millenium Capital
            12/20/2007
            1,350
            0.007000
            $             9New
      Millenium Capital
            12/24/2007
            1,350
            0.006000
            $             8New
      Millenium Capital
            12/26/2007
            1,350
            0.006000
            $             8New
      Millenium Capital
            12/31/2007
            1,350
            0.001200
            $             25,721,8768
            
            $2,018.73











The above
issuance of shares of our common stock qualified for exemption under Section
4(2) of the Securities Act of 1933 since the issuance of such shares by us did
not involve a public offering. The holders were sophisticated investors and had
access to information normally provided in a prospectus regarding us. The
offering was not a “public offering” as defined in Section 4(2) due to the
insubstantial number of persons involved in the deal, size of the offering,
manner of the offering and number of shares offered.







-18-


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





The
following discussion should be read in conjunction with the financial statements
and notes thereto included in Item 7 of this Form 10-KSB. All information
presented herein is based on our fiscal calendar.





Statements
in this document that are not historical facts, including statements about plans
and expectations regarding products and opportunities, demand and acceptance of
new or existing product capital resources and future financial results are
forward-looking. Forward-looking statements involve risks and uncertainties
which may cause the Company's actual results in future periods to differ
materially from those expressed. These uncertainties and risks include changing
consumer preferences, lack of success of new products, loss of the Company's
customers, competition and other factors discussed from time to time in the
Company's filings with the Securities and Exchange Commission.











Twelve
Month Plan of Operation


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





As the
transition to the eDOORWAYS business model has proceeded, we have raised $2.415
million in capital, and plan on receiving another $3 million in 2nd quarter
2008.  If the plan as outlined is achieved within 12 months, we will
have raised approximately $5 million for working capital and $5 million for
deployment of the B to C version of the eDOORWAYS Internet service
offering.





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





We have
raised $2.415 million in capital, and hope to secure another $3 million in May
of 2008 for working capital Without this funding, with our current cash balance
of $2,000, we do not have enough working capital to continue
operations.  If raised, the additional $3 million would be allocated
as follows:  $1 million will be used for completion of the B to C
version of eDOORWAYS, $500,000 for it's launch starting in Austin, Texas and the
remaining balance will be used for expenses such as general and administrative,
marketing, and consulting.  The next four months are devoted to the
testing and soft launch of the B to C version of the service offering, with the
remainder of 2008 dedicated to transitioning into the national launch,
initiating development of phases II and III of eDOORWAYS, and pursuing the B to
B version.





A goal
has been set to raise investment capital of $8 million in 2008 through funding
acquisitions, joint ventures and strategic alliances to be used in the business
to increase working capital, boost staffing, and purchase fixed assets such as a
building and server farm.  The increase in staffing is projected to be
as follows: production – 6 employees, general and administrative – 3 employees,
sales and marketing – 6 employees.







The
$8 million of capital, if acquired, would be used as follows:




(a)
eDOORWAYS B to C Initial Launch in Austin ($1.5 million)


·
            General
      & Administrative


·
            Marketing


·
            Site
      Development & Technology
Infrastructure


·
            Furniture
      Fixtures & Equipment


·
            Facilities
      & Office


·
            Compensation


·
            Working
      Capital


·
            Reserve
      for Contingencies





(b)
eDOORWAYS B to C National Launch ($5 million)





·
            General
      & Administrative


·
            Marketing


·
            Site
      Development & Technology
Infrastructure


·
            Furniture
      Fixtures & Equipment


·
            Facilities
      & Office


·
            Compensation


·
            Working
      Capital


·
            Reserve
      for Contingencies








-19-




Product
Development





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







Pre-launch
Organization and Planning





Planning
and organizing activities for the establishment of Austin, Texas as the
operational headquarters of eDOORWAYS Corporation, as well as for the "soft
launch" of the B to C version must be completed in the second quarter of
2008.







Marketing/Deployment
of the eDOORWAYS ́"B to C" Service Offering





Applied
Storytelling, our brand development consultant, has established an objective of
completing our B to C marketing and deployment strategy in the second quarter of
2008.







Development
of the Brand Platform





Applied
Storytelling has been engaged to create the eDOORWAYS brand identity, it's
positioning strategy, and platform.  These activities are scheduled to
be completed in the second quarter of 2008 in advance of our "soft
launch."







Entertainment
Vertical Market Development





Ajene
Watson, an entertainment marketing consultant in New York City, has established
a goal of creating a business plan and an operational division for the
entertainment vertical market in the second quarter of 2008.







eDOORWAYS
B to C Version National Launch


It is our objective to execute a
national launch of the B to C version of eDOORWAYS during the third and
fourthquarters of 2008.









Recent
Events





On
January 1, 2008, eDOORWAYS entered into a three year employment agreement with
Gary F. Kimmons to continue to serve as CEO of the company. The base salary is
$300,000 per annum,with a $60,000 bonus payable in cash, or stock if Mr. Kimmons
so chooses.  Also, pursuant to this agreement, Mr. Kimmons was issued
30,000,000 shares of common stock.





Edoorways
entered into a director agreement with Kathryn Kimmons, effective from January
1, 2008 the January 1, 2009.  A monthly director’s fee of $2,500 per
month was agreed upon.  Ms. Kimmons has the option to take the monthly
director fee in cash or common stock of the company.





On
January 1, 2008, a one year consulting services agreement was entered into with
Lance Kimmons 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.





On
February 5, 2008, we entered into a consulting agreement with Ajene Watson, an
individual consultant in New York, who is charged with establishing an
entertainment vertical service offering as a component of
eDOORWAYS.  The agreement has an initial "trial" period of 90 days and
converts to a month-to-month agreement thereafter.





On
February, 1,000,000 shares of common stock were issued to an individual to
retire a promissory note, valued at $2,000.





On March
3, 2008, we issued performance bonuses to consultants in the form of an issuance
of common stock totaling 20,453,125 shares with an aggregate value of
$167,500.





On March
3, 2008, the company issued 18,187,500 shares of its common stock as
compensation in lieu of $145,500 in cash owed to its key affiliates for work
performed from the period of January 1, 2007 through February 28,
2008.





On March
3, 2008, we issued 1,250,000 shares of our common stock as compensation in lieu
of $10,000 in cash owed as compensation to a consultant, Elaine Leonard, for
performance from November 1, 2007 through February 28, 2008 as specified
under her contract dated November 1, 2007.


During
March and April, 2008, the company issued 63,474,005 common shares to
consultants in lieu of compensation for services performed in 2008.





On April
7, 2008, Edoorways entered into a Finder’s Fee agreement with SmallCap
Consultants, Inc. in relation to potentially securing financing for the
company’s operations.





April 11,
2008, the company entered into a consulting agreement with Marty Lobkowicz, MML
International, Inc., a Florida Corporation, to advise Edoorways in financial and
merger/acquisition matters, and also in matters related to retail business
development and brand implementation.





On April 14, 2008, the NIR group
notified eDoorways Corporation of default of the financing
agreement.





During
the first five months of 2008, we have issued promissory notes to various
individuals for loans to obtain operating cash.  The amounts of these
notes total $36,200.







Conversions





During
2008,,eDOORWAYS issued 2,000,000 shares of its common stock to retire $3,970 of
convertible notes to lenders.










-20-








Liquidity




As
reflected in the accompanying 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 $4,821,940and has a stockholders deficiency of
$4,593,154. 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.









Off-Balance
Sheet Arrangements





None.










Critical
Accounting Policies





Our
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses. Note 3 of the Notes to Consolidated Financial
Statements describes the significant accounting policies used in the preparation
of the consolidated financial statements. Certain of these significant
accounting policies are considered to be critical accounting policies, as
defined below. We do not believe that there have been significant changes to our
accounting policies during the year ended
December 31, 2007, as compared to those policies disclosed in the
December 31, 2006 financial statements.






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






Estimates
and assumptions about future events and their effects cannot be determined with
certainty. We base our estimates on historical experience and on various other
assumptions believed to be applicable and reasonable under the circumstances.
These estimates may change as new events occur, as additional information is
obtained and as our operating environment changes. These changes have
historically been minor and have been included in the consolidated 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 consolidated
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 consolidated financial
statements:






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






DeferredfinancingCosts—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. The weighted average amortization period for deferred debt
issuance costs is 36 months.






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. We applied the accounting prescribed in FAS 155 to account for
the 2006 Convertible Debentures. 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 adopted the fair value recognition provisions
of FAS 123(R), using the modified prospective transition method. Under this
transition method, stock-based compensation expense is recognized in the
consolidated financial statements for granted, modified, or settled stock
options based on estimated fair values. Results for prior periods have not been
restated, as provided for under the modified prospective transition
method.










-21-





ITEM
7. FINANCIAL STATEMENTS








Report
of Independent Registered Public Accounting Firms





To the
Board of Directors of:


EDOORWAYS
CORPORATION





We have
audited the accompanying balance sheets of eDOORWAYS Corporation. as of December
31, 2007 and 2006, 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 2006 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 10. 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


















EDOORWAYS
      CORPORATIONBALANCE
      SHEETS
              December
      31, 2007 AND 2006December
      31,
            
            
            December
      31,2007
            
            
            2006ASSETSCURRENT
      ASSETSCash
            
            $
            45,647
            
            
            $
            728,393Prepaid
      Insurance
            
            
            
            
            
            
            14,809TOTAL
      CURRENT ASSETS
            
            
            45,647
            
            
            
            743,202OTHER
      ASSETSDeferred
      Financing Costs, net of accumulated amortization of  $218,052
      and $96,439, respectively
            
            
            215,686
            
            
            
            295,191Deposits
            
            
            9,211
            
            
            
            4,800Fixed
      Assets, net of accumulated depreciation of $1,660 and  $1,105,
      respectively
            
            
            3,889
            
            
            
            4,444TOTAL
      ASSETS
            
            $
            274,433
            
            
            $
            1,047,637LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      Payable - Trade
            
            $
            450,651
            
            
            $
            51,512Accrued
      Expenses
            
            
            1,000,429
            
            
            
            826,781Notes
      Payable
            
            
            176,158
            
            
            
            157,798Convertible
      debentures 6%, net of discount of $1,811,528
            
            
            434,826
            
            
            
            -Convertible
      debenture derivative liability
            
            
            2,805,523
            
            
            
            4,157,382Total
      current liabilities
            
            
            4,867,587
            
            
            
            5,193,473LONG
      TERM LIABILITIESConvertible
      debentures 6%, net of discount of $1,851,000
            
            
            -
            
            
            
            129,297Total  long
      term liabilities
            
            
            4,867,587
            
            
            
            129,297Total
      liabilities
            
            
            4,867,587
            
            
            
            5,322,770Commitments
      and contingencies
            
            
            -
            
            
            
            -STOCKHOLDERS'
      DEFICITSeries
      D preferred stock, $0.001 par value per share; 1,000 shares authorized
      1,000 and 0 shares issued, respectively
            
            
            1
            
            
            
            1Common
      stock, $0.001 par value per share; 1,000,000,000 shares authorized;
      13,318,846 and 37,749  shares issued and outstanding,
      respectively
            
            
            13,318
            
            
            
            38Additional
      paid-in capital
            
            
            62,818,788
            
            
            
            61,473,512Accumulated
      Deficit
            
            
            (67,425,261
            )
            
            
            (65,748,684
            )Total
      stockholders' deficit
            
            
            (4,593,154
            )
            
            
            (4,275,133
            )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
            
            $
            274,433
            
            
            $
            1,047,637


See
summary of significant accounting policies and notes to financial
statements.














-22-














EDOORWAYS
      CORPORATION
              Statement
      of Operations
              For
      Twelve Months Ended December 31, 2007 AND 20062007
            
            
            2006OPERATING
      EXPENSESDepreciation
      and amortization
            
            $
            793
            
            
            $
            555Compensation
      expense
            
            
            363,893
            
            
            
            1,042,976Professional
      fees
            
            
            307,271
            
            
            
            401,848Lawsuit
      settlement
            
            
            
            
            
            
            14,500General
      and administrative
            
            
            1,437,494
            
            
            
            700,165Total
      operating expense
            
            
            2,109,451
            
            
            
            2,160,044LOSS
      FROM OPERATIONS
            
            
            (2,109,451
            )
            
            
            (2,160,044
            )OTHER
      INCOME (EXPENSES)Interest
      expense and loan discount fee
            
            
            (838,266
            )
            
            
            (372,144
            )Gain/(Loss)on
      derivative liability
            
            
            1,333,727
            
            
            
            (2,071,004
            )Gain/(Loss)
      on notes payable settlement
            
            
            (54,000
            )
            
            
            138,601Gain/(Loss)
      on disposal of equipment
            
            
            (9,287
            )Other
      Income
            
            
            700
            
            
            
            -Total
      other income (expenses)
            
            
            432,874
            
            
            
            (2,304,547
            )NET
      LOSS/INCOME
            
            $
            (1,676,577
            )
            
            $
            (4,464,591
            )BASIC
      AND DILUTED LOSS PER SHARE
            
            $
            (1.64
            )
            
            $
            (152.18
            )BASIC
      AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
            
            
            1,020,011
            
            
            
            29,351





See
summary of significant accounting policies and notes to financial
statements.
















-23-
















EDOORWAYS
      CORPORATION
              Statements
      of Stockholder Equity (deficit)
              For
      the Years Ended December 31, 2007 and 2006Preferred
      Stock
            
            Common
      Stock @ Par .001
            Additional
      Paid-in Capital
            Accumulated
      Deficit
            
            TotalShares
            
            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
            
            
            
            
            762,976Derivitave
      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
            $
            (65,748,684
            )
            $
            (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
            
            
            
            
            294,044Relief
      of fair value of converted derivatives into equity
            
            
            
            
            
            
            
            
            
            433,132
            
            
            
            
            433,132Relief
      of beneficial conversion feature into equity
            
            
            
            
            
            
            
            
            
            59,180
            
            
            
            
            59,180Cancelled
      shares for services
            
            
            
            
            
            (1,000)
            
            (1)
            
            (28,999)
            
            
            
            
            (29,000)Net
      loss for the year ended December 31,2007
            1,000
            
            
            
            
            
            
            
            
            
            
            (1,676,577)
            
            
            (1,676,577
            )Balances,
      December 31,2007
            1,000
            
            $
            1
            
            13,318,846
            $
            13,318
            $
            62,818,788
            $
            (67,425,261)
            
            $
            (4,593,154
            )


See
summary of significant accounting policies and notes to financial
statements.















-24-










EDOORWAYS
      CORPORATIONConsolidated
      Statements of Cash FlowFor
      the years Ended December 31,2007
            
            
            2006Cash
      Flows From Operating ActivitiesNet
      income (loss)
            
            
            (1,676,577
            )
            
            
            (4,464,591
            )Adjustments
      to reconcile net loss to cashprovided
      by (used in) operating activitiesDepreciation
            
            
            793
            
            
            
            555Amortization
      of offering costs
            
            
            143,505
            
            
            
            96,439Amortization
      of note payable discount
            
            
            347,652
            
            
            
            149,000Loss
      on note payable settlement
            
            
            54,000Loss
      on disposal of equipment
            
            
            9,287Stock
      issue for services
            
            
            572,200
            
            
            
            1,265,265Change
      in fair value of derivatives
            
            
            (1,333,727
            )
            
            
            2,017,927Gain
      on forgiveness of debt
            
            
            -
            
            
            
            (138,601
            )Interest
      and loan disc fees
            
            
            -
            
            
            
            137,952Shares
      issued for lawsuit settlement
            
            
            -
            
            
            
            14,500Changes
      in:
            
            
            -
            
            
            
            -Account
      receivable
            
            
            -
            
            
            
            -Prepaid
      expenses
            
            
            14,809
            
            
            
            (14,809
            )  -Deposits
            
            
            (4,411
            )
            
            
            (800
            )Accounts
      payable
            
            
            399,139
            
            
            
            (138,181
            )Accounts
      payable related party
            
            
            
            
            
            
            (19,306
            )Accrued
      expenses related party
            
            
            -
            
            
            
            (16,649
            )Accrued
      expenses
            
            
            10,900
            
            
            
            116,216Net
      Cash used for Operating Activities
            
            
            (1,179,321
            )
            
            
            (1,147,535
            )Cash
      Flows from Investing ActivitiesPurchase
      of property & equipment
            
            
            (9,525
            )
            
            
            -Net
      Cash used in Investing Activities
            
            
            (9,525
            )
            
            
            -Cash
      Flows from Financing ActivitiesNotes
      Payable, net of offering costs
            
            
            506,100
            
            
            
            1,800,000Net
      cash Provided in Financing Activities
            
            
            506,100
            
            
            
            1,800,000Net
      Increase (Decrease) in Cash
            
            
            (682,746
            )
            
            
            652,465Cash
      at beginning of period
            
            
            728,393
            
            
            
            75,928Cash
      at end of period
            
            
            45,647
            
            
            
            728,393Supplemental
      InformationInterest
      Paid
            
            
            -
            
            
            
            -Income
      Taxes Paid
            
            
            -
            
            
            
            -Investing  &
      FinancingIssued
      Warrants for offering costs
            
            
            
            
            
            191,630qaIncrease
      in deferred financing cost
            
            
            64,000
            
            
            
            371,855Conversion
      of notes payable into equity
            
            
            240,043
            
            
            
            19,703Conversion
      of Liability converted into equity
            
            
            660,997
            
            
            
            52,174Discount
      on notes payable
            
            
            415,000
            
            
            
            1,876,304Increase
      in derivative liabilities
            
            
            2,126,585
            
            
            
            2,000,000





See
summary of significant accounting policies and notes to financial
statements.













-25-


















M Power
Entertainment, Inc.


Notes to
the Financial Statements


December
31, 2007 and 2006








Note
1 - Summary of Significant Accounting Policies








Nature of
Business





The
Company is a non-operating 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 plans to create
a lifestyle information/entertainment platform named eDOORWAYS, designed to offer
an enhanced form of interactivity and support for today's visually-oriented web
surfing community.





eDOORWAYS is 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.




Use of
Estimates





In
preparing financial statements, 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. Actual results could differ
from those estimates.





Cash and Cash
Equivalents





For
purposes of the statements of cash flows, M Power 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.





Revenue
Recognition





M Power
recognizes revenues when services have been performed, collections are
reasonably assured and no further obligations exist. M Power had no revenues
from continuing operations in 2007 or 2006.





Impairment of Long-Lived
Assets





In
accordance with SFAS No. 142 and SFAS No. 144, long-lived assets, including
goodwill associated with other long-lived assets, are evaluated for impairment
annually or whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.





The
amount of any impairment considered necessary would be determined by comparing
the book value of the net assets in the applicable line of business to fair
value using methods such as the present-value of estimated future cash flows,
sale value or other valuation methodologies available at the time, depending on
the stage of development of the line of business and M Power's intentions at the
time an impairment adjustment were considered necessary.





Income
Taxes





Income
taxes are provided for the tax effects of transactions reported in the financial
statements and consist of taxes currently due plus deferred taxes resulting from
timing differences. Deferred tax assets and liabilities represent the future tax
return consequences of those differences, which will either be taxable or
deductible when the assets and liabilities are recovered or
settled.








-26-







Stock-Based
Compensation





eDOORWAYS
adopted the disclosure requirements for equity instruments (“instruments”)
issued to other than employees are recorded on the basis of the fair value of
the instruments, as required by SFAS No. 123(R).  EITF
Issue 96-18,“Accounting
for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or
in Conjunction with Selling, Goods or Services.”


In
general, the measurement date is when either a (a) performance commitment, as
defined, is reached or (b) the earlier of (i) the non-employee performance is
complete or (ii) the instruments are vested. The measured value related to the
instruments is recognized over a period based on the facts and circumstances of
each particular grant as defined in the EITF.









Property, Plant &
Equipment





Property
and equipment are carried at cost and as of December 31, 2007, 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. Accumulated depreciation as of December 31, 2007 amounted to
$1,660





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.







Loss Per
Share




Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by Financial Accounting Standards No. 128,
“Earnings per Share.” The 312,281,569 and 2,828,995,714 shares issuable upon
conversion of the note payable were not included in the computation of loss per
share for December 31, 2007 and 2006, because their inclusion is anti-dilutive.
The 10,024,416 and 47,344,920 shares issuable upon the exercise of stock
options were not included in the computation of loss per share for December 31,
2007 and 2006 because their inclusion is anti-dilutive.







Recently issued accounting
pronouncements







In
March 2008, the Financial Accounting Standards Board, or FASB, issued FAS
No. 161 "Disclosures
about Derivative Instruments and Hedging Activities—an amendment of FASB
Statement No. 133". This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and
(c) how derivative instruments and related hedged items affect an entity's
financial position, financial performance, and cash flows. This Statement is
effective for financial statements issued for fiscal years and interim periods
beginning after November15, 2008, with early
application encouraged. The Company has not yet adopted the provisions of FAS
No.160, but does not
expect it to have a material impact on its financial position, results of
operations or cash flows.






In
December 2007, the FASB issued FAS No. 160, "Noncontrolling Interests
in Consolidated Financial Statements—an amendment of ARB No. 51." This
Statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this Statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This Statement improves
comparability by eliminating that diversity. This Statement is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2008
(that is, January 1, 2009, for entities with calendar year-ends). Earlier
adoption is prohibited. The effective date of this Statement is the same as that
of the related Statement 141 (revised 2007). The Company  has not yet
adopted FAS 160. It is not believed that this will have an impact on the
Company's financial position, results of operations or cash
flows.









In
February 2007, the FASB, issued FAS No. 159, "The Fair Value Option
for Financial Assets and Liabilities—Including an Amendment of FAS 115."
This standard permits an entity to choose to measure many financial instruments
and certain other items at fair value. This option is available to all entities.
Most of the provisions in FAS 159 are elective; however, an amendment to
FAS 115 "Accounting for Certain Investments in Debt and Equity Securities"
applies to all entities with available for sale or trading securities. Some
requirements apply differently to entities that do not report net income.
FAS 159 is effective as of the beginning of an entities first fiscal year
that begins after November 15, 2007. Early adoption is permitted as of the
beginning of the previous fiscal year provided that the entity makes that choice
in the first 120 days of that fiscal year and also elects to apply the
provisions of FAS 157 "Fair Value Measurements." We have not yet
adopted  FAS 159.






In
September 2006, the FASB issued FAS 157 "Fair Value Measurements."
This Statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP), and expands
disclosures about fair value measurements. This Statement applies under other
accounting pronouncements that require or permit fair value measurements, the
Board having previously concluded in those accounting pronouncements that fair
value is the relevant measurement attribute.
Accordingly, this Statement does not require any new fair value measurements.
However, for some entities, the application of this Statement will change
current practice. This Statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The  Company has not yet adopted this statement, and it is not believed
that this will have an impact on the Company's financial position, results of
operations or cash flows.








-27-




Note
2 - Convertible Debentures










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%, mature within 10 days, and
are convertible into shares of common stock at between $0.075 and $0.15 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 $91,100were 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 749 warrants with an exercise
price of $3.20 expiring March 30, 2014 and 14,999 warrants with an exercise
price of $200.00 expiring April 18, 2009.





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 (using the “Applicable
Percentage”) of the average of the lowest three (3) trading prices during the
twenty (20) trading day period prior to conversion.  The Applicable
Percentage means 50 percent. eDOORWAYS 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 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”).





The Notes
carry an interest rate of 8% and a maturity date of March 30, 2010. The notes
are convertible into our common shares at the Applicable Percentage 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. The “Applicable
Percentage” means 50%; provided, however, that the Applicable Percentage shall
be increased to (i) 55% in the event that a Registration Statement is filed
within thirty days of the closing and (ii) 60% in the event that the
Registration Statement becomes effective within one hundred and twenty days from
the Closing.





The
Company has an option to prepay the Notes in the event that no event of default
exists, there are a sufficient number of shares available for conversion of the
Notes and the market price is at or below $.05 per share. In addition, in the
event that the average daily price of the common stock, as reported by the
reporting service, for each day of the month ending on any determination date is
below $.05, the Company may prepay a portion of the outstanding principal amount
of the Notes equal to 101% of the principal amount hereof divided by thirty-six
(36) plus one month’s interest. Exercise of this option will stay all
conversions for the following month. The full principal amount of the Notes is
due upon default under the terms of Notes. In addition, the Company has 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.




The
Investors have 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 allows for an indeterminate number of shares
to potentially be issued upon conversion. This results in eDOORWAYS being unable
to determine with certainty they will have enough shares available to settle any
and all outstanding common stock equivalent instruments.  eDOORWAYS
would be required to obtainshareholder approval to
increase the number of authorized shares needed to share settle those contracts.
Because increasing the number of shares authorized is outside of eDOORWAYSЎ¦
control, this results in these instruments being classified as
liabilities under EITF 00-19 and derivatives under SFAS No.
133.





The
carrying value of the note at December 31, 2007 was determined as
follows:







Face
      value of notes
            $
            2,246,354Less:
      Discount for fair value of derivatives
            $
            1,811,528Carrying
      value at December 31, 2007
            $
            434,826







-28-


During
2008, Edoorways defaulted on the convertible debentures due to failure to honor
conversion notices.  This failure was due to lack of financial
resources rather than intention to default.  These notes have been
reclassisfied on the Balance Sheet as current liabilities due to
default.





The
impact of the application of SFAS 133 and EITF 00-19 on the balance sheets as of
December 31, 2007 and December 31, 2006 and the impact on the statement of
operations for the twelve months ended December 31, 2007 are as
follows:





December
      31, 2007
            
            
            December
      31, 2006
            
            
            Gain
      (loss)Embedded
      derivative - Convertible debentures issued in 2006
            
            $
            2,218,080
            
            $
            4,100,148
            
            $
            1,882,068
            
            (a)Embedded
      derivative - Convertible debentures issued in 2007
            
            
            497,337
            
            
            -
            
            
            (497,337
            )
            (b)Freestanding
      derivative - warrants
            
            
            100
            
            
            57,234
            
            
            57,134Freestanding
      derivative - warrants issued in 2007
            
            
            90,006
            
            
            -
            
            
            (90,006)
            
            (c)Fair
      value of derivatives in excess of proceeds at inception
            
            
            
            
            
            
            
            
            (18,132
            )Totals
            
            $
            2,805,523
            
            $
            4,157,382
            
            $
            1,333,727







a)        Convertible
debentures in the amount of $148,943 were converted into 1,698,321 shares of
common stock during the twelve months ended December 31, 2007.  As a
result, the corresponding embedded derivatives were valued at market value on
the date of conversion with a gain or loss on derivatives.  The
remaining derivative liabilities in the amount of $433,132 were then recorded as
a contribution to paid in capital on that date.





b)        The
embedded derivative for the conversion feature of the convertible debentures
issued on March 30, 2007 and October 25, 2007 had a value at inception of
$269,213 and $674,175 respectively.





c)        The
freestanding derivative for the warrants issued on March 30, 2007 and October
25, 2007 had a value at inception of $899 and $2,499,995
respectively.





The
warrants were valued using the Black Scholes pricing model. The variables used
in the valuation of these warrants as of December 31, 2007 were as
follows:





Volatility
            312%Discount
      Rate
            3.07%Term
      in years
            6.82Warrant
      Date
            October
      25,2007Exercise
      price (adjusted for reverse stock split)
            $.0001Stock
      price
            $.009











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%,
mature within 10 days, and are 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 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 749
warrants with an exercise price of $3.20 expiring March 30, 2014 and 14,999
warrants with an exercise price of $200.00 expiring April 18,
2009.










-29-


Note 4 – Notes
Payable







At
December 31, 2007, eDOORWAYS had various unsecured notes payable totaling
$102,000 bearing imputed interest rates from 8% to 18% perannum, and accrued
interest of $74,158 for a total of $176,158 as of December 31,
2007.  These notes payable are due ondemand. We
are not making payments on any of these notes and are periodically reflecting
gain from the extinguishment of debt as the statute of limitations expires on
individual note payment obligations. No amounts were written off in
2007.





Gain on
Extinguishment of Debt





eDOORWAYS
has certain accounts payable, notes payable, accrued liabilities and accrued
interest which have been outstanding since 1999 when we became
dormant.  Our policy has been to write off these debts as they become
unenforceable, generally within the four year statute of limitations, as advised
by counsel. $138,601 was written off in 2006.  None were written off
in 2007.





Interest
expense related to these notes payable during 2007 and 2006 was $54,003 and
$103,601, respectively.





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%,
mature within 10 days, and are 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 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 749
warrants with an exercise price of $3.20 expiring March 30, 2014 and 14,999
warrants with an exercise price of $200.00 expiring April 18,
2009.










Note
5 - Federal Income Tax





At
December 31, 2007, M Power had net operating loss carryforwards of approximately
$7,324,803 that may be offset against future taxable income. All other losses
incurred by M Power in 2005 and previous years are not available due to Internal
Revenue Code Section 382 which restricts the deductibility of prior net
operating losses where there has been a change in control. These net operating
loss carryforwards will expire at approximately $19,750 annually through the
year ending December 31, 2025.





The
Valuation allowance at December 31, 2006 was $1,652,261. The net change in
valuation allowance for the year ended December 31,2007 was an increase of
$1,258,762.





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 31,2006





2007
            
            2006Deferred
      tax assetNet
      operating loss carryforward
            
            $
            2,672,094
            
            $
            1,652,261Stock
      options issued for services
            
            
            238,929Other
            
            
            -
            
            
            -Total
      gross deferred tax assets
            
            $
            2,911,023
            
            $
            1,652,261Less:
      Valuation allowance
            
            
            (2,911,023
            )
            
            (1,652,261
            )Net
      deferred tax asset
            
            $
            -
            
            $
            -














-30-




Note
6 - Commitments and Contingencies






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.





11500
Northwest, L.P. 11500 Northwest, L.P. commenced litigation against us on October
31, 2003 in the 11th Judicial District Court for Harris County, Texas (Cause No.
2003-60705). This case relates to a breach of a lease agreement allegedly
entered into on or about March 5, 1999 for certain office space we never
occupied. Plaintiff is requesting past due rents of an unspecified amount,
broker's commission of $21,806, and tenant improvements of $51,439, attorney's
fees, costs, and prejudgment interest. We defended the lawsuit, denied breach of
the alleged lease agreement and further defended the claim for past due rents
under Section 16.004 of the Texas Civil Practice & Remedies Code, i.e. we
believe that the statute of limitations has tolled some or all of the claims.
The case was heard on May 12, 2005. The Court ruled in our favor in the 11500
Northwest, LP case stating that the statute of limitations did apply in this
case and a Take Nothing Judgment has been signed by the Court and is now
final.





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








Awalt
Group, Inc.  Awalt Group, Inc. commenced litigation against MPE in
January 2004 in the United States District Court, Southern District of Texas,
Houston Division (Cause No. H-03-5832).  This case related to
advertising and promotional services rendered prior to July,
1999.  The Plaintiff requested $77,189 for actual amounts invoiced and
$10,000 in attorney’s fees.  Per their invoices, these were for
services rendered from May 26, 1998 through June 15, 1999.  We filed
an answer and defended the lawsuit under Section 16.004 of the Texas Civil
Practice and Remedies Code, i.e., we believed that the statute of limitations
tolled the claim.  The case was dismissed by the Federal court in 2005
for lack of diversity, but the plaintiffs re-filed in state court alleging a
sworn account in the amount of $78,294 plus costs, interest and attorney
fees.  We filed an Answer asserting our statute of limitations
defense.  On August 10, 2005, we filed a Motion for Summary Judgment
based on the limitations defense and set it for
hearing     on September 2, 2005.   The
court in the Awalt case ruled in our favor on our Motion for Summary Judgment
and signed a Take Nothing Judgment in our favor on November 1,
2005.  The Awalt Group appealed that decision to the Fourteenth Court
of Appeals in Houston, Texas.  In June 2007 the Fourteenth Court of
Appeals affirmed the lower court’s ruling and that case is now
final.





Deanna S.
Slater.  On August 31, 2006, Deanna S. Slater, an independent
contractor formerly with M Power Entertainment, Inc., brought suit in County
Civil Court at Law Number Four in Harris County, Texas, Docket Number 872,560,
alleging breach of contract, quantum meruit, promissory estoppel and for
attorney’s fees.  No specific dollar amount was claimed by Ms. Slater
but the court on December 29, 2006 granted our Special Exceptions and she
replied her petition alleging the amount she sought in


damages
along with certain other pleading requirements.   The pre-lawsuit
demand was for payment of $15,785.25.   Trial was had 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.








Employment
Agreement





On
February 1, 2003, the M Power entered into a compensation agreement with its
president, Mr. Gary Kimmons. The agreement has a three-year term and
automatically renews for consecutive one-year Terms. The agreement provides an
annual base compensation of $240,000 and non-qualified stock options to 15,000
shares of Common Stock under the Company's 2004 Stock Option Plan, at a purchase
price of 110% of the closing market price on the date of grant. Upon his death
or disability all unvested warrants will become immediately vested and
exercisable. M Power may terminate the agreement for cause, or upon the extended
disability or death of Mr. Kimmons. If the agreement is terminated in connection
with a change of control, (1) M Power must pay Mr. Kimmons an amount equal to
approximately three times the sum of his annual base salary and the average of
the last annual incentive bonuses actually paid, (2) all outstanding warrants
immediately vest, (3) welfare and fringe benefits are provided for one year, (4)
the Company must pay the sum of any earned salary not yet paid.









-31-


Note
7 - Stock Options and Warrants





During
1998, M Power 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. Any employee 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
addition, M Power periodically issues warrants to purchase common stock as an
incentive, as 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 M Power's common
stock outstanding as of December 31, 2007 & 2006.





2007
            
            2006Shares
            
            Weighted
      Average Exercise Price
            
            Shares
            
            Weighted
      Average Exercise PriceOutstanding,
      beginning of year
            
            
            339
            
            $
            0.240
            
            
            339
            
            
            0.240Granted
            
            
            -
            
            
            -
            
            
            -
            
            
            -Expired/Cancelled
            
            
            
            
            
            
            
            
            -
            
            
            -Exercised
            
            
            -
            
            
            -
            
            
            -
            
            
            -Outstanding,
      end of year
            
            
            339
            
            $
            0.240
            
            
            339
            
            $
            0.240Exercisable
            
            
            339
            
            $
            0.240
            
            
            339
            
            $
            0.240




In
addition, M Power periodically issues warrants to purchase common stock as an
incentive, as compensation for services or settlement of debt to officers,
directors, employees, and consultants.





M Power
has warrants outstanding to purchase 46,666,667 shares that were issued in
connection with financing transactions. All of these warrants are currently
exercisable. These warrants have an exercise price of $0.10 and expire in
2009.










Note
8 - Stockholders Equity






SERIES D PREFERRED
STOCK





On
January 20, 2006, M Power amended its Articles of Incorporation to include 1,000
shares of Series D preferred at a par value is 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 M Power 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 are valued at
$762,976.





INCREASE IN AUTHORIZED
SHARES





On June
27, 2006, M Power filed a Certification of Amendment of Certificate of
Incorporation with the Secretary of State of Delaware to increase the number of
authorized shares of our common stock to one billion (1,000,000,000). The par
value of each of such shares is one one-tenth of one cent ($0.001) dollars. The
Board of Directors is expressly vested with the authority to fix the voting
powers, full or limited, or no voting powers, and such designations, preferences
and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions on any shares issued by the
corporation.





COMMON STOCK
ISSUANCES





During
2006, we issued common stock for services in the amount of 7,170 shares, the
fair value on the dates of grant were $502,289.





During
2007, we issued 10,008,000 shares of our common stock for services, the fair
value on the date of grant was $601,200.





In the
year 2006, we issued 9,250 shares of our common stock to our convertible
debentures holders which reduced the principle of the convertible debentures by
$19,703. Our shares were issued in reliance on the exemption from registration
provided by Section 4(2) of the Securities Act of 1933. No commissions were paid
for the issuance of such shares.





During
2007, our convertible debentures holders have converted $294,044 of principal
into 3,274 shares of our common stock. Our shares were issued in reliance
on the exemption from registration provided by Section 4(2) of the Securities
Act of 1933. No commissions were paid for the issuance of such
shares.








-32-


REVERSE STOCK
SPLIT








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.





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.








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.











Note
9 - Related Party Transactions





None.





Note
10 - Going Concern




As
reflected in the accompanying 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 $4,821,940and has a stockholders deficiency of
$4,593,154. 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.




Note
11 - Subsequent Events





On
January 1, 2008, eDOORWAYS entered into a three year employment agreement with
Gary F. Kimmons to continue to serve as CEO of the company. The base salary is
$300,000 per annum with a $60,000 bonus payable in cash, or stock if Mr. Kimmons
so chooses.  Also, pursuant to this agreement, Mr. Kimmons was issued
30,000,000 shares of common stock.





Edoorways
entered into a director agreement with Kathryn Kimmons, effective from January
1, 2008 the January 1, 2009.  A monthly director’s fee of $2,500 per
month was agreed upon.  Ms. Kimmons has the option to take the monthly
director fee in cash or common stock of the company.





On
January 1, 2008, a one year consulting services agreement was entered into with
Lance Kimmons 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.





On
February 5, 2008, we entered into a consulting agreement with Ajene Watson, an
individual consultant in New York, who is charged with establishing an
entertainment vertical service offering as a component of
eDOORWAYS.  The agreement has an initial "trial" period of 90 days and
converts to a month-to-month agreement thereafter. Ajene
Watson  received, upon execution of the agreement, a retainer of
$150,000 in form of a non-refundable cash retainer of $5,000; a non- refundable
equity retainer of $105,000 in free trading common stock and a non –refundable
equity retainer of $45,000 in restricted Securites. The agreement was executed
March 11, 2008.





On
February 5, 1,000,000 shares of common stock were issued to an individual to
retire a promissory note, valued at $2,000.





On March
3, 2008, we issued performance bonuses to consultants in the form of an issuance
of common stock totaling 20,453,125 shares with an aggregate value of
$167,500.





On March
3, 2008, the company issued 18,187,500 shares of its common stock as
compensation in lieu of $145,500 in cash owed to its key affiliates for work
performed from the period of January 1, 2007 through February 28,
2008.





On March
3, 2008, we issued 1,250,000 shares of our common stock as compensation in lieu
of $10,000 in cash owed as compensation to a consultant, Elaine Leonard, for
performance from November 1, 2007 through February 28, 2008 as specified
under her contract dated November 1, 2007.





During
March and April, 2008, the company issued 63,474,005 common shares to
consultants related to Ajene Watson agreement previously discussed to establish
entertainment components for edoorways.





On April
7, 2008, Edoorways entered into a Finder’s Fee agreement with SmallCap
Consultants, Inc. in relation to potentially securing financing for the
company’s operations. A 5% fee is will be paid on any secured financing not
related to the the company , payable in Cash.





April 11,
2008, the company entered into a consulting agreement with Marty Lobkowicz, MML
International, Inc., a Florida Corporation, to advise Edoorways in financial and
merger/acquisition matters, and also in matters related to retail business
development and brand implementation. Compensation is a retainer Fee of $3,500
Monthly in the form of Common Stock.





On April 14, 2008, the NIR group
notified eDoorways Corporation of default of the financing
agreement.





During
the first five months of 2008, we have issued promissory notes to various
individuals for loans to obtain operating cash.  The amounts of these
notes total $36,200. These notes are collateralized with eDoorways currently
registered shares of Common  Stock.





Conversions





During
2008,,eDOORWAYS issued 2,000,000 shares of its common stock to retire $3,970 of
convertible notes.







-33-





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


FINANCIAL
DISCLOSURE







ITEM
8A. 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 such 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





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.





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, 2007, 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








ITEM
8B. OTHER INFORMATION





None.











-34-


PART
III







ITEM
9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(A)





Directors
and Executive Officers





Name
            
            Age
            
            PositionGary
      F. Kimmons
            
            57
            
            Chairman
      of the Board
              President
              Chief
      Executive Officer
              Chief
      Financial OfficerLance
      Kimmons
            
            27
            
            DirectorKathryn
      Kimmons
            
            54
            
            Director
              Secretary






GARY F.
KIMMONS, Age 58, 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, Age 27, rejoined the board on January 1st, 2007.  Mr.
Kimmons originally held a position on the board in 2002.  He attended
St. Thomas University from 1998 to 2002, where he majored in
business.  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.  In addition to holding his board position, Mr.
Kimmons is preparing to assume a full-time role with the Company during the 2007
calendar year.





KATHRYN
KIMMONS, age 55, 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.













Family
Relationships





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











Section
16(a) Beneficial Ownership Compliance.





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





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







Code
of Ethics





eDOORWAYS
has adopted a code of ethics for our principal executive officers, which is
posted on our internet website at www.mpe.us.








-35-




ITEM
10. EXECUTIVE COMPENSATION





The
following table sets forth the aggregate compensation paid for services rendered
during the periods indicated:








SUMMARY
      COMPENSATION TABLEAnnual
      Compensation
            Long
      Term CompensationGary
      F. Kimmons
            
            Salary
            
            Bonus
            
            Other
            
            Restricted   stock
      awards
            
            Options/
      SARs
            
            Long
      term compensation payouts
            
            All
              other
      compensation
            
            Total
      compensation2007
            $
            240,000
            $
            50,000
            
            
            
            
            
            
            
            
            
            
            $
            290,0002006
            $
            240,000
            $
            40,000
            
            
            
            
            
            
            
            
            $
            762,976
            $
            1,042,9762005
            $
            240,000
            
            
            
            
            
            
            
            
            
            
            
            
            
            240,0002004
            $
            240,000
            
            
            
            
            
            
            
            
            
            
            
            
            
            240,000








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





·
            For
      2007, Mr Kimmons’ base salary was $240,000, which was paid in
      cash.





·
            During
      2007, Mr. Kimmons was paid a $50,000 performance bonus for services
      provided in 2007.





*
            For 2006 and 2005, Mr. Kimmon's
      base salary was $240,000. In 2005, Mr. Kimmon's was paid through the
      issuance of 4,500,000 (pre-split) shares of common stock in February,
      2005, which issuance paid overdue accrued compensation for
      2004.





*
            In 2006, Mr. Kimmons was issued
      1,000 shares of Series D Preferred Stock. These shares were issued for
      services and were valued at
$762,976.





*
            In 2006, Mr. Kimmons was paid a
      $40,000 performance bonus for services provided in
      2006.





*
            For 2005, Mr. Kimmon's base
      salary was $240,000. $118,760 of which was paid in cash, $20,000 of which
      was paid through the issuance of warrants to acquire 80,000 shares of
      common stock exercisable at $0.35 per share until December 31, 2007, and
      $101,239 of which was paid on March 25, 2004 in the form of 8,230,861
      shares of restricted common stock issued to Mr. Kimmons at a price of
      $0.0123 per share. In 2002, Mr. Kimmons received a base salary of
      $240,000, $130,000 of which was paid through the issuance of 1,300,000
      post-reverse split adjusted restricted shares of common stock and $110,000
      of which was paid in 2003 in the form of a warrant entitling Mr. Kimmons
      to (3) January 31, 2006. The agreement defines a change of control as:(1)
      any person acquiring 30% of Company or if Mr. Kimmons' voting rights are
      outstanding shares, (2) if during a two year the board of directors (and
      any new on purchase 520,000 shares of common stock at a price of $0.35 per
      share.









Employment
Contract





On
February 1, 2003, the Company entered into an employment agreement with Mr.
Kimmons. The agreement provides for a three-year term that automatically renews
at the end of the term for consecutive one-year terms, and which provides for an
annual base compensation of $240,000 and non-qualified stock options to
3,000,000 shares of Common Stock under the Company's 2003 Stock Option Plan, at
a purchase price of $0.18 per share (110% of the closing market price on the
date of grant). Options to purchase 1,000,000 shares are exercisable
immediately, options to purchase 1,000,000 shares vest and shall be exercisable
at such time as the Company is current and filed its annual and quarterly
reports for the years 2000, 2001 and 2002 and any reports then due for the
fiscal year 2003, and options to purchase 1,000,000 shares vest and shall be
exercisable at such time as the Company has raised a minimum of $500,000 in
investment capital. Upon Mr. Kimmon's death or disability all unvested warrants
will become immediately vested and exercisable. The Company may terminate the
agreement for cause, or upon the extended disability or death of Mr. Kimmons.
Mr. Kimmons may terminate the agreement for good reason, which is defined as (1)
diminution of duties, (2) failure by the Company to comply with the agreement,
(3) a requirement by the Company for Mr. Kimmons to move locations, (4) any
purported termination other than as permitted in the agreement, (5) a change of
control, or (6) failure to have a successor corporation assume the agreement. If
the agreement is terminated in connection with a change of control, (1) the
Company must pay Mr. Kimmons an amount equal to approximately three times the
sum of his annual base salary and the average of the last annual incentive
bonuses actually paid, (2) all outstanding warrants immediately vest, (3)
welfare and fringe benefits are provided for one year, (4) the Company must pay
the sum of any earned salary not yet paid, deferred compensation and an amount
equal to 150% of the value of Mr. Kimmons accrued benefits in any Company long
term incentive plan times a fraction equal to the months worked in the
performance period before termination divided by the total performance period.
If the agreement is terminated for cause or Mr. Kimmons terminates for other
than good reason, the Company shall pay earned but unpaid salary and any vested
benefits payable to him under a plan or policy. In the event of a change of
control, Mr. Kimmons will remain with the Company until the later of: (1) 15
days after the one year anniversary of the change of control, (2) 15 days after
the anniversary date of any merger, the reduced to less than 30% of the period,
individuals who were directors elected by two-thirds of directors in office at
the beginning of the period or whose election or nomination was so approved)
cease to be a majority of the board of directors, (3) if the shareholders
approve a merger or consolidation (other than a merger in which company
shareholders own at least 50% of surviving entity), or (4) a complete
liquidation.





On
January 1, 2008, eDOORWAYS entered into a new three year employment agreement
with Gary F. Kimmons to continue to serve as CEO of the company. The base salary
is $300,000 per annum with a $60,000 bonus payable in cash, or stock if Mr.
Kimmons so chooses.  Also, pursuant to this agreement, Mr. Kimmons was
issued 30,000,000 shares of common stock.











-36-





Director
Compensation





On
January 1, 2007,, we entered into a Director's Agreement to retain the services
of Lance Kimmons as a member of the Board of Directors. Under the Agreement Mr.
L. Kimmons will serve as a Director from January 1, 2007 through December 31,
2007and will receive compensation of 500,000 restricted shares of common stock
or warrants to purchase 500,000 restricted shares of common shares.





On
January 1, 2006,  we entered into a Director’s Agreement to retain
Kathryn Kimmons as a member of the Board of Directors.  A monthly
director’s fee of $2,500 per month was agreed upon with Ms.
Kimmons.  She has the option to take the monthly director fee in cash
or common stock of the company.








On March
31, 2004, the Board of Directors approved and adopted the GK Intelligent
Systems, Inc. 2004 Stock Option Plan ("2004 Plan") which became effective April
5, 2004. The 2004 Plan was established in order to provide a method to attract
and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to employees and consultants and
to promote the success of the Company's business through the issuance of
options, stock purchase rights, other stock-based awards, and other benefits.
Options granted under the 2004 Plan may be Incentive Stock Options as defined in
Section 422 of the Internal Revenue Code or Non-Qualified Stock Options. The
number of common shares authorized under the 2004 Plan is thirty million
(30,000,000).





All
issuances in 2006 and 2007 were made against the 2004 plan. On August 22, 2005,
the 2004 Stock Option Plan was amended to add 40,000,000 shares to the plan and
became effective on September 9, 2005.





As of
December 31, 2007, there were non-qualified stock options outstanding to
purchase 339 shares of common stock, of which 339 shares were exercisable. For
the fiscal year ended December 31, 2007, the Company did not maintain any
long-term retirement or other benefit plan, except as described in this
report.







Non-Employee-Directors and
Consultants Retainer Stock Plan





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).







All
issuances in 2007 and 2006 were made against the 2004 plan.







Option
Grants Table





The
following tables reflect certain information, with respect to stock options
granted under the Company's stock option plans to certain executive officers and
directors during fiscal 2007.





OPTIONS/SAR
      GRANTS IN LAST FISCAL YEARName
            
            Number
      of
              Securities
      Underlying Options Granted (#)
            
            %
      Total Options
              Granted
      to
              Employees
      in
              Fiscal
      Year (%)
            
            Exercise
      or Base Price ($/sh.) (1)
            
            Expiration
      DateGary
      Kimmons
            
            
            0
            
            
            0
            
            
            0
            
            
            (Note
      1
            )Kathryn
      Kimmons
            
            
            0
            
            
            0
            
            
            0
            
            
            0Lance
      Kimmons
            
            
            500,000
            
            
            100
            
            
            0.08
            
            
            12/31/10








(1) In
2005 and 2004 Gary Kimmons received no options. In 2003, Gary Kimmons received
the following options and/or warrants: (a) a warrant to purchase up to 2,600
shares at the exercise price of $70.00 per share exercisable until December 31,
2007, which represented part of Mr. Kimmons' compensation for 2002; (b) a
warrant to purchase up to 400 shares at the exercise price of $70.00 per share
exercisable until December 31, 2007; and (c) an option to purchase up to 15,000
shares at the exercise price of $36.00 per share which was granted to Mr.
Kimmons in connection with his February 1, 2003 employment agreement,
exercisable until February 1, 2013 (of which 15,000 shares are presently
exercisable, and the balance shall become exercisable when the Company has
raised a minimum of $500,000 in investment capital).







-37-


Option
Exercise and Year End-Value Table





The
following tables reflect certain information, with respect to the exercise of
stock options by certain executive officers during fiscal  2007, on a
post-reverse split adjusted basis:







AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL
      YEAR
              AND
      YEAR-END OPTION/SAR VALUENumber
      of
              Securities
      Underlying Unexercised Options/Warrants
              at
      Fy-End
            
            Value
      of Unexercised
              In-The-Money
      Options at
              Fy-End
      (1)Name
            
            Shares
      Acquired on Exercise
            
            Value
      Realized
            
            Exercisable
      (E) / Unexercisable (U)
            
            Exercisable(E)
      / Unexercisable (U)Gary
      Kimmons
            
            
            0
            
            
            0
            
            
            18,000(E)/5,000(U
            )
            
            0(E)/0(U
            )Lance
      Kimmons
            
            
            0
            
            
            0
            
            
            304,500(E)/0(U
            )
            
            0(E)/0(U
            )Kathryn
      Kimmons
            
            
            0
            
            
            0
            
            
            0(E)/0(U
            )
            
            0(E)/0(U
            )










*Computed
based on the differences between the closing market price and


aggregate
exercise prices as of December 31, 2007.







(1)
      Includes warrants to purchase 3,000 shares of Company Common Stock
      exercisable at $70.00 per share, which were fully vested as of December
      31, 2003. None of the warrants have been exercised, nor have any expired
      as of the date of this report.











ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





(a) Security Ownership of
Certain Beneficial Owners





Equity
Compensation Plan Information





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))
              ©Equity
      compensation plans approved by security holders
            678,253
            0.2404
            39,321,747Equity
      compensation plans approved by security holders
            NA
            NA
            NATotal
            678,253
            0.2404
            39,321,747






-38-




The
following table sets forth security ownership information as of the close of
business on May 12, 2008, for any person or group, known by the Company to own
more than five percent (5%) of our voting securities. The information set forth
in this Item 11 has been adjusted to reflect the 1:2000 reverse stock split
effected July 17, 2007.





Name
      of Beneficial Owner
            
            Number
      of Shares Beneficially Owned
            
            %
      of Outstanding SharesKimmons
      Family Partnership (2) (3)
            
            34,375,000
            
            22.97%Fairhills
      Capital
            
            22,333,330
            
            14.92%Ajene
      Watson
            
            15,290,675
            
            10.22%Lance
      Kimmons
            
            10,250,000
            
            6.84%








1..
      All amounts shown in this column include shares obtainable upon exercise
      of stock options or warrants currently exercisable or exercisable within
      60 days of the date of this table.





2.
      Mr. 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.









The
address of all persons listed above is 2602 Yorktown Place, Houston,
Texas 77056





(b) Security Ownership of
Management







The
following table sets forth security ownership information as of the close of
business on January 21, 2007, of all directors, executive officer listed in the
"Summary Compensation Table" set forth herein, and all directors and executive
officers as a group.





Name
      of Beneficial Owner
            
            Number
      of Shares Beneficially Owned (1)
            
            Percent
      of Outstanding SharesKimmons
      Family Partnership (2)
            
            34,375,000
            
            22.97%Lance
      Kimmons
            
            10,250,000
            
            6.8%All
      directors and executive officers
              (3
      persons)
            
            44,625,000
            
            29.77%







1.
            All amounts shown in this column
      include shares obtainable upon exercise of stock options or warrants
      currently exercisable or exercisable within 60 days of the date of this
      table.





2.
            Mr. Kimmons is a general partner
      of a the Kimmons Family Partnership, Ltd., and as such has the sole
      voting, investment and disposition power over the34,375,000shares of Common Stock owned by
      the partnership.














-39-





(c) Changes in
Control.





To the
best of our knowledge there are no present arrangements or pledges of our
securities, which may result in a change in our control.





There are
certain contractual provisions which may deter an outside party from attempting
to acquire control of us. Such provisions include:





1.
            The Employment Agreement with
      Gary F. Kimmons. For a summary description of the Employment Agreement
      with Mr. Kimmons and its change in control provisions, see Item 10
      Executive Compensation in this
report.





2.
            Our Non-Employee Directors and
      Consultants Retainer Stock Plan for the year 2004 provides that in the
      event of a change in control (as defined in the Plan) occurs, certain
      deferred stock accounts under the plan will be immediately credited with
      the amount and kind of shares that the holder would ordinarily have
      received at a later date, certain other adjustments may be made to reflect
      the effectiveness of the transaction, and the committee may adjust the
      plan. No shares have been issued and no deferred stock accounts have yet
      been credited under this Plan as of the date of this
      report.





3.
            Both our 2003 Stock Option Plan
      and 2004 Stock Option Plan have “change in control" or "transfer of
      control" provisions, which permit options to have accelerated or immediate
      vesting, and provide for certain other rights, in the event of a "change
      in control" or “transfer of control", as defined in the respective
      plans.













ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS




There are
no related party transactions in 2007 and 2006.











ITEM
13. EXHIBITS





The
exhibits listed in the accompanying Exhibit Index are filed as part of this Form
10-KSB, or are incorporated herein by reference. Items filed as part of this
Form 10-KSB are identified in such Exhibit Index by the symbol “*”.











ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES







Independent
Public Accountants





Our
independent accountants for the fiscal years ended December 31, 2007 and 2006
were Webb & Company, PA, of Boynton Beach, Florida.





(a) Audit
Fees. During the fiscal years ended December 31, 2007 and 2006, the fees billed
Webb & Company, P.A. for services rendered for the audit of our annual
financial statements and the review of the financial statements included in our
quarterly reports on Form 10-QSB or services provided in connection with the
statutory and regulatory filings or engagements for those fiscal years was
$20,045 and $99,679, respectively.





(b)
Audit-Related Fees. During the fiscal years ended December 31, 2007 and 2006 our
auditors Webb & Company, P.A. did not receive any fees for any audit-related
services other than as set forth in paragraph (a) above.





(c) Tax
Fees. Our auditors, Webb & Company, P.A. did not provide tax compliance or
tax planning advice during the fiscal years ended December 31, 2007 and
2006.





(d) Other
Fees. During the fiscal years ended December 31, 2007 and 2006, our auditors,
Webb & Company, P.S. did not receive any fees for services rendered, other
than those described above.




Audit
Committee





Currently
our audit committee consists of our entire Board of Directors. We currently do
not have nominating, compensation committees or committees performing similar
functions. There has not been any defined policy or procedure requirements for
shareholders to submit recommendations or nomination for directors








-40-


Audit
Committee Financial Expert





Our board
of directors has determined that it does not have a member of its audit
committee that qualifies as an "audit committee financial expert" as defined in
Item 401(e) of Regulation S-B, and is "independent" as the term is used in Item
7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as
amended.





We
believe that the members of our board of directors are collectively capable of
analyzing and evaluating our financial statements and understanding internal
controls and procedures for financial reporting. In addition, we believe that
retaining an independent director who would qualify as an "audit committee
financial expert" would be overly costly and burdensome and is not warranted in
our circumstances given the early stages of our development and the fact that we
have not generated any material revenues to date.







Audit and Non-Audit Service
Pre-Approval Policy




In
accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules
and regulations promulgated thereunder, the Audit Committee has adopted an
informal approval policy that it believes will result in an effective and
efficient procedure to pre-approve services performed by the independent
registered public accounting firm.






Audit Services.Audit services
include the annual financial statement audit (including quarterly reviews) and
other procedures required to be performed by the independent registered public
accounting firm to be able to form an opinion on our financial statements. The
Audit Committee pre-approves specified annual audit services engagement terms
and fees and other specified audit fees. All other audit services must be
specifically pre-approved by the Audit Committee. The Audit Committee monitors
the audit services engagement and may approve, if necessary, any changes in
terms, conditions and fees resulting from changes in audit scope or other
items.






Audit-Related Services.Audit-related services are assurance and related services that are
reasonably related to the performance of the audit or review of our financial
statements which historically have been provided to us by the independent
registered public accounting firm and are consistent with the SEC’s rules on
auditor independence. The Audit Committee pre-approves specified audit-related
services within pre-approved fee levels. All other audit-related services must
be pre-approved by the Audit Committee.






Tax Services.The Audit
Committee pre-approves specified tax services that the Audit Committee believes
would not impair the independence of the independent registered public
accounting firm and that are consistent with SEC rules and guidance. The Audit
Committee must specifically approve all other tax
services.






All Other Services.Other
services are services provided by the independent registered public accounting
firm that do not fall within the established audit, audit-related and tax
services categories. The Audit Committee pre-approves specified other services
that do not fall within any of the specified prohibited categories of
services.









Procedures.All proposals for
services to be provided by the independent registered public accounting firm,
which must include a detailed description of the services to be rendered and the
amount of corresponding fees, are submitted to the Chairman of the Audit
Committee and the Chief Financial Officer. The Chief Financial Officer
authorizes services that have been pre-approved by the Audit Committee. If there
is any question as to whether a proposed service fits within a pre-approved
service, the Audit Committee chair is consulted for a determination. The Chief
Financial Officer submits requests or applications to provide services that have
not been pre-approved by the Audit Committee, which must include an affirmation
by the Chief Financial Officer and the independent registered public accounting
firm that the request or application is consistent with the SEC’s rules on
auditor independence, to the Audit Committee (or its Chair or any of its other
members pursuant to delegated authority) for approval.












-41-


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.
 
  M Power
Entertainment Inc.
 
 Dated:
      May 16, 2008
              
              /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:
      May 16, 2008
              
              /s/
      Gary F. KimmonsGary
      F. Kimmons, Director
 
 
 Dated:
      May 16, 2008
              
              /s/
      Lance KimmonsLance
      Kimmons, Director
 
 
 Dated:
      May 16, 2008
              
              /s/
      Kathryn KimmonsKathryn
      Kimmons, Director
 
 
 
 
 
 
 -42-
 
 EXHIBIT
INDEX
  
 List of
Exhibits attached or incorporated by reference pursuant to Item 601 of
Regulation SB.
 
 
 Exhibit
      Number
              Description
      of Exhibit3.6
              Certificate
      of Amendment to the Certificate of Incorporation filed on June 27, 2006
      (included as Exhibit 3.6 to the Form 10-QSB filed June 10, 2006 and
      incorporated herein by reference).3.7
              Certificate
      of Amendment to effect reverse stock split filed on July 19, 2007 (Filed
      herewith)10.53
              Kimmons
      Employment Agreement 2008 (Filed herewith)10.52
              Consulting
      Agreement with Ajene Watson dated March 10, 2008 (Filed
      herewith)10.51
              Consulting
      Agreement with Marty Lbkowica dated April 11, 2008. (Filed
      herewith)10.50
              Fairhills
      Structuring Agreement dated December 7, 2007. (Filed
    herewith)10.49
              Small
      Cap Finders Fee Agreement dated April 7, 2008. (Filed
      herewith)10.48
              SpeakTech
      agreement dated July 3, 2007. (Filed herewith)10.47
              Non-Employee
      Director Agreement with Kathryn Kimmons effective January 1, 2008. (Filed
      Herewith)10.46
              Non-Employee
      Director Agreement with Lance Kimmons effective January 1, 2008. (Filed
      Herewith)10.54
              Non-employee director agreement
      with Lance Kimmons making him a member of the Board on January 1st 2007.
      (Filed herewith).10.55
              Securities
      Purchase Agreement dated March 30, 2007 by and among the Company and the
      Investors (incorporated by reference from Exhibit 4.1 of the
      Company’s Current Report on Form 8-K dated March 30, 2007 and filed on
      March 30, 2007).10.56
              Form
      of Callable Convertible Secured Note by and among the Company and the
      Investors (incorporated by reference from Exhibit 4.2 of the
      Company’s Current Report on Form 8-K dated March 30, 2007 and filed on
      March 30, 2007).10.57
              Form
      of Stock Purchase Warrant by and among the Company and the Investors
      (incorporated by reference from Exhibit 4.3 of the Company’s Current
      Report on Form 8-K dated March 30, 2007 and filed on March 30,
      2007).10.58
              Registration
      Rights Agreement dated March 30, 2007 by and among the Company and the
      Investors (incorporated by reference from Exhibit 4.4 of the
      Company’s Current Report on Form 8-K dated March 30, 2007 and filed on
      March 30, 2007).10.59
              Security
      Agreement dated March 30, 2007 by and among the Company and the Investors
      (incorporated by reference from Exhibit 4.5 of the Company’s Current
      Report on Form 8-K dated March 30, 2007 and filed on March 30,
      2007).10.60
              Intellectual
      Property Security Agreement dated March 30, 2007 by and among the Company
      and the Investors (incorporated by reference from Exhibit 4.6 of
      the Company’s Current Report on Form 8-K dated March 30, 2007 and filed on
      March 30, 2007).16.1
              Letter
      Regarding Change in Certifying Accountant (incorporated by reference from
      Exhibit 16.1 of the Company’s Current Report on Form 8-K dated November 1,
      2006 and filed on November 1, 2006).31.1
              Certification of the Chief
      Executive Officer/Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002. (Filed herewith).32.1
              Certification of Officers
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002. (Filed
  herewith).