UNITED
        STATES
 SECURITIES
        AND EXCHANGE COMMISSION
 Washington,
        D.C. 20549
 
 
 Form
        10-QSB
 
 x
              QUARTERLY
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934. For the quarter ended March 31, 2007o
              TRANSITION
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934
 
 
   M
        POWER
        ENTERTAINMENT, INC.
 (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)
 
 
 Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 12 months (or for such shorter
        period
        that the registrant was required to file such reports), and (2) has been
        subject
        to such filing requirements for the past 90 days.
 Yes x No o
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).
 Yes o No x
 
 State
        the
        number of shares outstanding of each of the issuer's classes of common equity,
        as of the latest practicable date:
 As
        of May
        08, 2007, there were 212,867,688 shares of common stock, $0.001 par value,
        outstanding.
 
 Transitional
        Small Business Disclosure Format (Check one).
 Yes o No x
  Table
            of Contents
  M
        POWER
        ENTERTAINMENT, INC.
 FORM
        10-QSB
 FOR
        THE
        QUARTER ENDED MARCH 31, 2007
 
 INDEX
 
 PAGE**PART
                  I.**
              **FINANCIAL
                  INFORMATION**Item
                  1.
              Financial
                  StatementsBalance
                  Sheet as of March 31, 2007 (unaudited) and December
                  31, 2006
              3Statement
                  of Operations for the Three Months Ended March 31,
                  2007 (unaudited) and 2006 (unaudited)
              4Statement
                  of Cash Flow for the Three Months Ended March
                  31, 2007 (unaudited) and 2006 (unaudited)
              5Notes
                  to Financial Statements
                  (unaudited)
              6Item
                  2.
              Management's
                  Discussion and Analysis of Financial Condition
                  and Results of Operations
              8Item
                  3.
              Controls
                  and Procedures
              11**PART
                  II.**
              **OTHER
                  INFORMATION**Item
                  1.
              Legal
                  Proceedings
              12Item
                  2.
              Changes
                  in Securities and Use of
                  Proceeds
              12Item
                  3.
              Other
                  Information
              14Item
                  4.
              Exhibits
              14CERTIFICATIONS
              14SIGNATURES
              14
 
 Table
            of Contents
   **PART
        I - FINANCIAL INFORMATION**
 
 ITEM
        1. FINANCIAL STATEMENTS
  M
                    POWER ENTERTAINMENT, INC.BALANCE
                    SHEETSMarch
                    31,
                
                
                December
                    31,2007
                
                
                2006(unaudited)
                
                
                (audited)ASSETSCURRENT
                    ASSETSCash
                
                $
                597,110
                
                $
                728,393Prepaid
                    Insurance
                
                
                8,045
                
                
                14,809OTHER
                    ASSETSDeferred
                    Financing Costs, net of accumulated amortization of $139,550
                    and $96,439,
                    respectively
                
                
                268,580
                
                
                295,191Deposits
                
                
                4,800
                
                
                4,800Fixed
                    Assets, net of accumulated depreciation of $1,244 and $1105,
                    respectively
                
                
                4,305
                
                
                4,444TOTAL
                    ASSETS
                
                $
                882,840
                
                $
                1,047,637LIABILITIES
                    AND STOCKHOLDERS' DEFICITCURRENT
                    LIABILITIESAccounts
                    payable - trade
                
                $
                77,436
                
                $
                51,512Accounts
                    payable - related parties
                
                
                -
                
                
                -Accrued
                    expenses
                
                
                864,296
                
                
                826,781Accrued
                    expenses - related parties
                
                
                -
                
                
                -Notes
                    Payable
                
                
                162,388
                
                
                157,798Convertible
                    Debenture Derivative Liability
                
                
                3,446,830
                
                
                4,157,382Total
                    Current Liabilities
                
                
                4,550,950
                
                
                5,193,473LONG
                    TERM LIABILITIESConvertible
                    Debentures 6%, net of discount of $2,039,508 and $1,851,000,
                    respectively
                
                
                151,775
                
                
                129,297Total
                    Long Term Liabilities
                
                
                151,775
                
                
                129,297TOTAL
                    LIABILITIES
                
                
                4,702,726
                
                
                5,322,770STOCKHOLDERS'
                    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;
                    169,637,688 and 75,497,688 shares issued and outstanding,
                    respectively
                
                
                169,638
                
                
                75,498Additional
                    Paid-In Capital
                
                
                61,537,739
                
                
                61,398,052Accumulated
                    Deficit
                
                
                (65,527,263)
                
                
                (65,748,684)Total
                    Stockholders' Deficit
                
                
                (3,819,885
                )
                
                (4,275,133
                )TOTAL
                    LIABILITIES AND STOCKHOLDERS' DEFICIT
                
                $
                882,840
                
                $
                1,047,637
 SEE
          NOTES
          TO UNAUDITED FINANCIAL STATEMENTS
 -3-
 Table
              of Contents
 M
                  POWER ENTERTAINMENT, INCSTATEMENTS
                  OF OPERATIONS(unaudited)Three
                  Months March 31,2007
              
              
              2006OPERATING
                  EXPENSESDepreciation
                  and amortization
              
              $
              139
              
              $
              139Compensation
                  expense
              
              
              130,000
              
              
              808,776Professional
                  fees
              
              
              107,913
              
              
              45,888General
                  and administrative
              
              
              45,556
              
              
              485,743Total
                  operating expense
              
              
              283,608
              
              
              1,340,546LOSS
                  FROM OPERATIONS
              
              
              (283,608
              )
              
              (1,340,546
              )OTHER
                  INCOME (EXPENSES)Interest
                  expense and loan discount fee
              
              
              (160,590
              )
              
              (14,277
              )Gain/(Loss)
                  on derivative liability
              
              
              665,619Total
                  other income (expenses)
              
              
              505,029
              
              
              (14,277
              )NET
                  INCOME (LOSS)
              
              $
              221,421
              
              $
              (1,354,823
              )BASIC
                  INCOME ( LOSS) PER SHARE
              
              $
              0.01
              
              $
              (0.03
              )DILUTED
                  (LOSS) PER SHARE
              
              $
              (0.00
              )
              $
              (0.03
              )BASIC
                  WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
              
              
              28,509,978
              
              
              49,668,101DILUTED
                  WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
              
              
              2,885,652,835
              
              
              49,668,101
  SEE
        NOTES
        TO UNAUDITED FINANCIAL STATEMENTS
 
 -4-
 Table
            of Contents
  M
                  POWER ENTERTAINMENT, INCSTATEMENTS
                  OF CASH FLOW(unaudited)Three
                  Months Ended March 31,2007
              
              
              2006CASH
                  FLOWS FROM OPERATING ACTIVITESNet
                  income (loss)
              
              $
              221,421
              
              
              (1,354,815
              )Adjustments
                  To Reconcile Net Income (Loss) To Cash(Used
                  In) Operating ActivitiesDepreciation
                  and Amortization Expense
              
              
              139
              
              
              139Common
                  Stock And Warrants Issued For Services
              
              
              
              
              
              1,190,687Gain/(Loss)
                  On Derivative
              
              
              (665,619
              )Interest
                  And Loan Disc Fees
              
              
              160,590Cancellation
                  of Stock issued for services
              
              
              (29,000
              )Changes
                  In Operating Assets And Liabilities:
              
              
              -Other
                  Current Assets
              
              
              6,764Accounts
                  Payable And Accrued Expenses
              
              
              25,922
              
              
              87,411Accounts
                  Payable And Accrued Expenses Related Party
              
              
              -
              
              
              1,294**Net
                  Cash Used In Operating Activities**
              
              
              (279,783
              )
              
              (75,284
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES**Net
                  Cash Used In Investing Activities**
              
              
              -
              
              
              -CASH
                  FLOWS FROM FINANCING ACTIVITIESProceeds
                  From Issuance Of New Debt
              
              
              148,500-**Net
                  Cash Provided By Financing Activities**
              
              
              148,500
              
              
              --NET
                  INCREASE (DECREASE) IN CASH
              
              
              (131,283
              )
              
              (75,284
              )CASH
                  AND CASH EQUIVALENTS, BEGINNING OF PERIOD
              
              
              728,393
              
              
              75,928CASH
                  AND CASH EQUIVALENTS, END OF PERIOD
              
              $
              597,110
              
              $
              644**NON
                  CASH INVESTING AND FINANCING**Conversion
                  of Derivative Liability
              
              
              111,044
              
              
              -Conversion
                  of Note Payable into Equity
              
              
              52,894
              
              
              -
 
 SEE
        NOTES
        TO UNAUDITED FINANCIAL STATEMENTS
 -5-
 Table
            of Contents
  M
        Power Entertainment, Inc.
 Notes
        to
        Financial Statements
 March
        31,
        2007
 (unaudited)
  NOTE
        1
        - BASIS OF PRESENTATION
 The
        accompanying interim consolidated financial statements of M Power Entertainment,
        Inc., have been prepared in accordance with accounting principles generally
        accepted in the United States of America and the rules of the Securities
        and
        Exchange Commission and should be read in conjunction with the audited
        consolidated financial statements and notes thereto contained in M Power's
        latest Annual Report filed with the SEC on Form 10-KSB. In the opinion of
        management, all adjustments, consisting of normal recurring adjustments,
        necessary for a fair presentation of financial position and the results of
        operations for the interim periods presented have been reflected herein.
        The
        results of operations for interim periods are not necessarily indicative
        of the
        results to be expected for the full year. Notes to the consolidated financial
        statements that would substantially duplicate the disclosure contained in
        the
        audited consolidated financial statements for the most recent fiscal year,
        2006,
        as reported in Form 10-KSB, have been omitted.
 
 Recent
        Pronouncements
 
 In
        February 2007, the Financial Accounting Standards Board (FASB) issued SFAS
        No.
        159, “The Fair Value Option for Financial Assets and Financial Liabilities -
        Including an Amendment of FASB Statement No. 115”. This statement permits
        entities to choose to measure many financial instruments and certain other
        items
        at fair value. Most of the provisions of SFAS No. 159 apply only to entities
        that elect the fair value option. The Company does not anticipate the adoption
        of SFAS No. 159 will have a material impact on its consolidated financial
        statements.
 
 Note
        2
        - Use of Estimates
 
 In
        preparing financial statements in conformity with generally accepted accounting
        principles, management is required to make estimates and assumptions that
        affect
        the reported amounts of assets and liabilities and the disclosure of contingent
        assets and liabilities at the date of the financial statements and revenues
        and
        expenses during the reported period. Actual results could differ from those
        estimates.
 
 NOTE
        3
        - CONVERTIBLE DEBENTURES AND DERIVATIVE LIABILITIES
 
 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.
 
 M
        Power
        evaluated the convertible debentures and the warrants under SFAS 133 "Accounting
        for Derivatives" and EITF 00-19 "Accounting for Derivative Financial Instruments
        Indexed to and Potentially Settled in a Company's Own Stock". M Power determined
        the convertible debentures contained an embedded derivative for the conversion
        option and the warrants qualified as free standing derivatives. The conversion
        option allows for an indeterminate number of shares to potentially be issued
        upon conversion. This results in M Power being unable to determine with
        certainty they will have enough shares available to settle any and all
        outstanding common stock equivalent instruments. M Power would be required
        to
        obtain shareholder approval to increase the number of authorized shares needed
        to share settle those contracts. Because increasing the number of shares
        authorized is outside of M Power's control, this results in these instruments
        being classified as liabilities under EITF 00-19 and derivatives under SFAS
        133.
 
 The
        carrying value of the note at March 31, 2007 was determined as follows:
 
 Face
                  value of notes
              $
              2,092,403Less:
                  Discount for fair value of derivatives
              $
              1,940,627Carrying
                  value at March 31, 2007
              $
              151,776
 
  The
        fair
        values and changes in the derivative liabilities are as follows:
 
 Inception
              
              March
                  31,2007
              
              Gain/(Loss)Embedded
                  derivative
              $
              4,847,522
              $
              3,437,001
              $
              1,410,521Freestanding
                  derivative
              $
              191,630
              $
              9,829
              $
              181,801Fair
                  value of derivatives in excess of proceeds at inception
              $
              
              $
              
              $
              (926,703)Totals
              $
              5,039,152
              $
              3,446,830
              $
              665,619
 
 -6-
 Table
            of Contents
 The
        warrants were valued using the Black Scholes pricing model. The variables
        used
        in the valuation of these warrants were as follows:
 
 Volatility
              221%Discount
                  Rate
              4.88%Term
                  in years
              7Warrant
                  Date
              March
                  30,2007Exercise
                  price
              $0.0016Stock
                  price
              $0.0006
 
 
 During
        2007, M Power has issued 96,140,000 shares of its common stock to retire
        $52,894
        of convertible notes.
 
 
 NOTE
        4
        - COMMITMENTS AND CONTINGENCIES
 
 A)
        Litigation
 
 Texas
        Workforce Commission. On February 10, 2000, the Texas Workforce Commission
        placed an administrative lien on us in the amount of $109,024 in connection
        with
        a claim for unpaid compensation by our former employees.
 
 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."
 
 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 relates to advertising and promotional
        services rendered prior to July, 1999. The Plaintiff is requesting $77,189
        for
        actual amounts invoiced and $10,000 in attorney’s fees. Per their invoices,
        these are for services rendered from May 26, 1998 through June 15, 1999.
        We
        filed an answer and are defending the lawsuit under Section 16.004 of the
        Texas
        Civil Practice and Remedies Code, i.e., we believe that the statute of
        limitations has 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 have 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 to be held 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 has appealed that decision
        to
        the Fourteenth Court of Appeals in Houston, Texas where it is now pending.
        Both
        sides have filed their briefs and it was set on the submission docket in
        the
        Court of Appeals for the end of February, 2007. There has been no ruling
        by the
        Court of Appeals as of this date.
 
 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. She has
        filed her Second Amended Petition alleging actual damages of at least $35,785
        in
        late January and has now dropped the claims for quantum meruit and promissory
        estoppel. The pre-lawsuit demand was for payment of $15,785.25. There was
        a
        trial date set for April 30, 2007, but this trial date has been rescheduled
        for
        July 30, 2007. The company has not accrued any amount on the financial
        statements for this potential liability.
 
 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.
 
 B)
        Consulting Agreements
 
 On
        April
        1, 2007, The Company entered into a consulting services agreement with Justin
        McCormack of Pacific Palisades, California. Mr. McCormack’s engagement is for
        the purpose of initiating brand development of *eDOORWAYS* ****** and
        creation of the media platform, and will be paid $15,000 per month for his
        services. The period covered by this agreement is from April 1, 2007, through
        August 1, 2007.
 
 M
        Power
        entered into a contract with speakTECH, a software development firm, on April
        19, 2007. The terms of this contract cover a seven week period beginning
        April
        19, 2007 and continues for seven weeks, or until the project is completed.
        speakTECH will develop the *eDOORWAYS* prototype during this 7 week period. The total amount of the contractual
        commitment is $101,380, payable in increments dependent upon completion of
        stages of the product.
 
 Studio
        Number One has been engaged by M Power to design the logo brand ID for *eDOORWAYS* ***.*** This
        contract was signed on May 3, 2007 and the total commitment is $22,000, of
        which
        $11,000 was paid at signing and the balance to be paid upon completion of
        the
        project.
 
 -7-
 Table
            of Contents
  NOTE
        5
        - COMMON STOCK
 
 Investors
        exercised their conversion rights for 96,140,000 shares of M Power's common
        stock, par value $.001, at the conversion prices ranging from $0.0024 to
        $0.001926 which reduced the convertible debentures by $52,894 and the derivative
        liability by $111,044
 
 
 NOTE
        7
        - SUBSEQUENT EVENTS
 
 On
        April
        1, 2007, The Company entered into a consulting services agreement with Justin
        McCormack of Pacific Palisades, California. Mr. McCormack’s engagement is for
        the purpose of initiating brand development of *eDOORWAYS* and
        creation of the media platform, and will be paid $15,000 per month for his
        services. The period covered by this agreement is from April 1, 2007, through
        August 1, 2007.
 
 M
        Power
        entered into a contract with speakTECH, a software development firm, on April
        19, 2007. The terms of this contract cover a seven week period beginning
        April
        19, 2007 and continues for seven weeks, or until the project is completed.
        speakTECH will develop the *eDOORWAYS* prototype during this seven week period. The total amount of the contractual
        commitment is $101,380, payable in increments dependent upon completion of
        stages of the product.
 
 Studio
        Number One has been engaged by M Power to design the logo brand ID for *eDOORWAYS* ***.*** This
        contract was signed on May 3, 2007 and the total commitment is $22,000, of
        which
        $11,000 was paid at signing and the balance to be paid upon completion of
        the
        project.
 
 For
        the
        period April 1, 2007 to May 7, 2007 M Power issued 43,230,000 shares of its
        common stock to retire $7,467 of convertible notes.
  
 ITEM
        2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
        OPERATION.
 
 The
        following discussion and analysis compares our results of operations for
        the
        three months ended March 31, 2007 to the same period in 2006. This discussion
        and analysis should be read in conjunction with our condensed financial
        statements and related notes included elsewhere in this report, and our Form
        10-KSB for the year ended December 31, 2006.
 
 CAUTIONARY
        STATEMENT CONCERNING
        FORWARD-LOOKING STATEMENTS
 
 This
        Report on Form 10-QSB contains forward-looking statements, including, without
        limitation, statements concerning possible or assumed future results of
        operations and those preceded by, followed by or that include the words
        "believes," "could," "expects," "intends" "anticipates," "will", or similar
        expressions. Our actual results could differ materially from these anticipated
        in the forward-looking statements for many reasons including the risks described
        in our 10-KSB for the period ended December 31, 2006 and elsewhere in this
        report. Although we believe the expectations reflected in the forward-looking
        statements are reasonable, they relate only to events as of the date on which
        the statements are made, and our future results, levels of activity, performance
        or achievements may not meet these expectations. We do not intend to update
        any
        of the forward-looking statements after the date of this document to conform
        these statements to actual results.
  Overview
 
 On
        March
        30, 2007 (the “Issuance Date”), we entered into a Securities Purchase Agreement
        with AJW Capital Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners,
        LLC
        and New Millennium Capital Partners II, LLC (the “Investors”), whereby the
        Investors purchased an aggregate of (i) $165,000 in Callable Secured Convertible
        Notes (the “Notes”) and (ii) warrants to purchase 1,500,000 shares of our common
        stock (the “Warrants”).
 
 Under
        the
        Securities Purchase Agreement, we are obligated to pay all costs and expenses
        incurred by us in connection with the negotiation, preparation and delivery
        of
        the transaction documents, as well as the costs associated with registering
        the
        common shares underlying the Notes being offered in this
        Prospectus.
 
 M
        Power
        evaluated the convertible debentures and the warrants under SFAS 133 "Accounting
        for Derivatives" and EITF 00-19 "Accounting for Derivative Financial Instruments
        Indexed to and Potentially Settled in a Company's Own Stock,” M Power determined
        the convertible debentures contained an embedded derivative for the conversion
        option and the warrants qualified as free standing derivatives. The conversion
        option allows for an indeterminate number of shares to potentially be issued
        upon conversion. This results in M Power being unable to determine with
        certainty they will have enough shares available to settle any and all
        outstanding common stock equivalent instruments. M Power would be required
        to
        obtain shareholder approval to increase the number of authorized shares needed
        to share settle those contracts. Because increasing the number of shares
        authorized is outside of M Power's control, this results in these instruments
        being classified as liabilities under EITF 00-19 and derivatives under SFAS
        133.
  On
        April 1,
        2007, The Company entered into a consulting services agreement with Justin
        McCormack of Pacific Palisades, California. Mr. McCormack’s engagement is for
        the purpose of initiating brand development of *eDOORWAYS* and
        creation of the media platform, and will be paid $15,000 per month for his
        services. The period covered by this agreement is from April 1, 2007, through
        August 1, 2007.
  M
        Power
        entered into a contract with speakTECH, a software development firm, on April
        19, 2007. The terms of this contract cover a seven week period beginning
        April
        19, 2007 and continue for seven weeks, or until the project is completed.
        speakTECH will develop the *eDOORWAYS* prototype during this 7 week period. The total amount of the contractual
        commitment is $101,380, payable in increments dependent upon completion of
        stages of the product.
  Studio
        Number
        One has been engaged by M Power to design the logo brand ID for *eDOORWAYS* ***.*** This
        contract was signed on May 3, 2007 and the total commitment is $22,000, of
        which
        $11,000 was paid at signing and the balance to be paid upon completion of
        the
        project.
 
 -8-
 Table
            of Contents
  Twelve
        Month Plan of Operations
 
 During
        the next 12 months, we will direct our resources to the development of the *eDOORWAYS* web
        portal. In order to achieve this goal, we have divested ourselves of
        relationships that did not directly support or complement the *eDOORWAYS* portal
        strategy and its development. We will continue to enter into strategic
        alliances, form joint ventures and acquire interests in companies whose products
        and services integrate into the
   *eDOORWAYS* platform.
 
 As
        the
        transition to the *eDOORWAYS* business
        model has proceeded, we have raised $2,165,000 in capital for the *eDOORWAYS* portal
        technology which will involve integrating existing technologies and creating
        a
        new platform to manage the technologies to make *eDOORWAYS* cohesive, friendly and informative. If the plan we have outlined is achieved
        within 12 months, we will have raised approximately $10 million for working
        capital, $3,000,000 of which to retire debt, $250,000 for technology
        demonstration prototype creation and the remainder to launch the product
        successfully in the marketplace.
 
 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.
 
 
 Management's
        Discussion and Analysis
 
 The
        following discussion should be read in conjunction with the consolidated
        financial statements and notes thereto included in Item 1 of this Form 10-QSB.
        All information presented herein is based on our fiscal calendar.
 
 There
        is
        an opportunity to be an active participant in the business-to-consumer Internet
        e-commerce marketplace. We are preparing our new portal initiative, *eDOORWAYS* ,
        to be a
        leader in the next generation of "e-portals." We have coined the term
        "personalized lifestyle commerce" to describe a fundamental shift in emphasis
        toward true customer relationship building, sales and service within the
        context
        of the person's unique lifestyle orientation.
 
 Our
        stated mission is to help people live life to the fullest by providing relevant,
        accessible help, guidance and support. Pursuant to this mission, we plan
        to
        pursue a technology initiative aimed at creating an advanced lifestyle
        information and entertainment portal that could change the way we seek help
        in
        managing our daily affairs. The initiative, *eDOORWAYS* ,
        would
        offer a unique alternative to existing Internet search engines and portals
        such
        as Google and Yahoo by introducing a new "lifestyle" search metaphor coupled
        with an advanced "intelligent" user interface. Together, these innovations
        might
        provide expert guidance, assistance, and support to anyone seeking help -
        whether it's for home improvement, gardening, car repair, sports or numerous
        other popular lifestyle avocations.
 
 Aggregating
        expert help into a specific context, or lifestyle, the *eDOORWAYS* portal
        would create the possibility for searchers to access additional,
        context-relevant information not readily available through current search
        mechanisms. *eDOORWAYS* would
        offer an enhanced media-rich form of interactivity and support for today's
        visually-oriented surfing community, and ultimately could serve as a platform
        for distributing entertainment content. *eDOORWAYS* could
        also serve as a central forum for new media e-commerce business-to-consumer
        product marketing, customer support and distribution.
 
 There
        currently is no place for consumers to go on the Internet to obtain practical,
        relevant and complete help solving their daily lifestyle problems. Many believe
        that we've lost the type of one-on-one, highly personalized service many
        of us
        remember from the '50's and '60's. Large corporations are searching for the
        best
        way to leverage the Internet, reach consumers
        at a one-to-one level, engage them, close sales, and build a longstanding
        relationship. In view of these factors, there is an opportunity for a company
        to
        become an active participant in the business-to-consumer Internet e-commerce
        marketplace. We have set our sights on becoming that company.
 
 To
        serve
        this opportunity, it will be necessary to create a portal that offers
        unprecedented personalized service and support to consumers with lifestyle
        needs, problems and issues. It must also provide the kind of platform that
        businesses can use to deliver such a service. Whoever accomplishes this task
        could become a significant forum for commerce on the Internet, competing
        in a
        market which is estimated to have grown to $170 billion in 2006 according
        to
        eMarketer in a report dated May, 2005 on E-Commerce in the US: Retail
        Trends.
 
 While
        there are currently no competitors known to offer Internet services similar
        to
        those contemplated by our *eDOORWAYS* portal,
        there are significant portal and search engine service providers with extensive
        resources that they can bring to bear, should they decide to compete with
        our
        initiative. Among these are Amazon.com, America Online, Yahoo, Google and
        approximately 200 other entities of lesser stature in the e-commerce
        marketplace.
 
 To
        further differentiate ourselves and *eDOORWAYS* from
        these and other established competitors, we believe that it will be imperative
        for us to:
 
 .  Create *eDOORWAYS* to be a
        warm, friendly and convenient place for
 consumers
 .  Emphasize
        relationship building and servitude; and
 .  Become
        the complete resource for a broad range of lifestyles and
        avocations.
 
 -9-
 Table
            of Contents
 ***eDOORWAYS*** **Description and Overview**
 
 When
        created, *eDOORWAYS* will
        serve as a next-generation Internet portal offering consumers an opportunity
        to
        gain new, comprehensive and immersive experiences with a chosen lifestyle
        (i.e.,
        motorcycling, sailing, rock climbing, home improvement, gardening, etc.) *eDOORWAYS* will
        also serve as a forum for specialized problem solving related to lifestyle
        issues, and potentially for sales transactions stemming from solutions offered
        by businesses to their new customers. In addition, consumers desiring to
        increase their knowledge or skills related to a lifestyle aspect (i.e., how
        to
        lay tiles; build a roof; how to sew, etc.) will be able to access relevant
        training. *eDOORWAYS* characteristics will be:
 
 .  A
        business-to-consumer e-commerce marketplace;
 .  Specialized
        Intelligent Performance Support (IPS);
 .  Intelligent
        querying (searches);
 .  Aggregated
        data acquisition, management and storage; and
 .  Intelligent
        Training Support (ITS).
 
 The
        following example offers an experience that a consumer might have while using *eDOORWAYS* services:
 
 *eDOORWAYS* Service
        Example
 
 As
        an
        example of how the *eDOORWAYS* portal
        might work, 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* web portal
        on
        your laptop computer. In *eDOORWAYS* ,
        you are
        escorted to the Home Improvement lifestyle area, where subject matter experts
        representing home improvement product and service vendors 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.
 While
        this is an example of how *eDOORWAYS* might
        help solve a home improvement problem, 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.
 
 Possible
        Benefits to *eDOORWAYS* Users
 
 1.  Serves
        as
        a user-friendly environment for today’s visually-oriented surfers, emphasizing a
        sense of personalized "human" connectivity, simplicity of interaction, ease
        of
        information access and availability of experts who can help solve consumer
        problems.
 2.  Offer
        surfers context-relevant information previously unavailable through current
        search mechanisms; surfers are offered new perspectives about lifestyles
        they
        would never have thought to ask about.
 3.  Provides
        consumers with context-specific expertise for solving practical daily problems
        related to health, the home, family, etc.
 4.  Serves
        as
        a resource for lifestyle education and personal improvement.
 
 Possible
        Benefits for Participating Businesses
 
 1.  Offers
        emerging companies an opportunity to compete with the market-share leaders
        in
        their industry, and grow their revenues without a significant investment
        in
        physical infrastructure.
 2.  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 every day, all year
          long.
 3.  Serves
        as
        a new platform for business commerce, delivering targeted prospects (consumers)
        to vendors. Offers vendors a forum for demonstrating credibility and an avenue
        for closing the prospective customer.
 4.  Provides
        an environment for customer relationship management and targeted marketing.
        Creates an avenue for personalized engagement and relationship
        building.
 
 
 -10-
 Table
            of Contents
 RESULTS
        OF OPERATIONS
 
 THREE
        MONTHS ENDED MARCH 31, 2007 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31,
        2006.
 
 There
        were no revenues for the three months ended March 31, 2007 or 2006.
 
 We
        had
        operating expenses of $283,608 for the three months ended March 31, 2007
        compared to $1,340,546 for the comparative period of 2006. The primary
        reason for this decrease was due to the reduction in equity compensation
        to
        various consultants for services and professional fees.
 
 We
        had
        interest expense of $160,590 during the three months ended March 31, 2007
        as
        compared to $14,277 for the comparative period of 2006. The interest was
        accrued
        on our unpaid accounts payable, accrued expenses and notes payable. The increase
        in interest expenses was the result of the issuance of the 6% convertible
        debentures in 2006, and the 8% convertible debentures on March 30,
        2007.
 
 Our
        net
        income was $221,421 during the three months ended March 31, 2007 compared
        to a
        loss of $1,354,823 incurred in the comparable period of 2006. This increase
        in
        net income was due to a reduction in professional fees and general and
        administrative costs in 2007, and also a gain from changes in the derivative
        liability on the convertible debentures.
 
 Liquidity
 
 During
        the three months ended March 31, 2007, we used cash of $279,783 in our
        operations compared to using $75,284 in the comparative quarter of 2006.
        We had
        cash on hand of $ 597,110 as of March 31, 2007 and $644 at March 31, 2006.
        As
        reflected in the accompanying financial statements, the Company has a loss
        from
        operations of $283,608, a negative cash flow from operations of $279,783,
        a
        working capital deficiency of $3,945,795 and has a stockholders deficiency
        of
        $3,819,885. 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. The Company currently does not have enough cash
        to
        continue operations for the next twelve months.
 
 
 ITEM
        3. CONTROLS AND PROCEDURES.
 
 (a)
        Evaluation of Disclosure Controls and Procedures.
 
 Our
        Chief
        Executive Officer and Chief Financial Officer (collectively the "Certifying
        Officers") maintain a system of disclosure controls and procedures that are
        designed to provide reasonable assurances that information, which is required
        to
        be disclosed, is accumulated and communicated to management, timely. Based
        upon
        the foregoing, our Chief Executive Officer concluded that, as of March 31,
        2007,
        our disclosure controls and procedures were adequate to ensure that the
        information required to be disclosed in the Company's Exchange Act reports
        was
        recorded, processed, summarized and reported on a timely basis.
 
 We
        are
        continually taking actions to identify, evaluate, and implement additional
        measures to improve our internal control over financial reporting. Our
        management and directors will continue to work with our auditors and other
        outside advisors to ensure that our disclosure controls and procedures are
        adequate and effective.
 
 (b)
        Changes in internal controls.
 
 Our
        Certifying Officers have indicated that there were no changes in our
        internal controls or other factors that could affect such controls during
        the
        three months ending March 31, 2007.
 
 
 -11-
 Table
            of Contents
 **PART
        II - OTHER INFORMATION.**
 
 ITEM
        1. 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.
 
 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."
 
 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 relates to advertising and promotional
        services rendered prior to July, 1999. The Plaintiff is requesting $77,189
        for
        actual amounts invoiced and $10,000 in attorney’s fees. Per their invoices,
        these are for services rendered from May 26, 1998 through June 15, 1999.
        We
        filed an answer and are defending the lawsuit under Section 16.004 of the
        Texas
        Civil Practice and Remedies Code, i.e., we believe that the statute of
        limitations has 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 have 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 to be held 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 has
        appealed that decision to the Fourteenth Court of Appeals in Houston, Texas
        where it is now pending. Both sides have filed their briefs and it was set
        on
        the submission docket in the Court of Appeals for the end of February, 2007.
        There has been no ruling by the Court of Appeals as of this date.
 
 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. She has
        filed her Second Amended Petition alleging actual damages of at least $35,785
        in
        late January and has now dropped the claims for quantum meruit and promissory
        estoppel. The pre-lawsuit demand was for payment of $15,785.25. There was
        a
        trial date set for April 30, 2007, but this trial date has been rescheduled
        for
        July 30, 2007. The company has not accrued any amounts on the financial
        statements for this potential liability.
 
 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
        2. CHANGES IN SECURITIES.
 
 
 Recent
        Sales of Unregistered Securities
 
 As
        of
        March 31, 2007, we issued 96,140,000 shares of our common stock to our
        convertible debentures holders which reduced the principle of the convertible
        debentures by $52,984. 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.
 
 **Type**
              **Date**
              **Shares
                  per conversion notice**
              **Conversion
                  Price**
              **Principle
                  Converted**AJWO
              01/04/07
              442,875
              0.000676
              $
                  299.38AJWO
              01/08/07
              442,875
              0.000676
              $
                  299.38AJWO
              01/10/07
              442,875
              0.000660
              $
                  292.30AJWO
              01/12/07
              442,875
              0.000700
              $
                  310.01AJWO
              01/16/07
              442,875
              0.000700
              $
                  310.01AJWO
              01/18/07
              590,500
              0.000690
              $
                  407.45AJWO
              01/22/07
              590,500
              0.000690
              $
                  407.45AJWO
              01/24/07
              2,320,665
              0.000690
              $
                  1,601.26AJWO
              01/26/07
              2,320,665
              0.000690
              $
                  1,601.26AJWO
              01/30/07
              2,320,665
              0.000680
              $
                  1,578.05AJWO
              02/01/07
              2,320,665
              0.000700
              $
                  1,624.47AJWO
              02/05/07
              2,320,665
              0.000700
              $
                  1,624.47AJWO
              02/08/07
              2,320,665
              0.000672
              $
                  1,559.49AJWO
              02/09/07
              2,320,665
              0.000650
              $
                  1,508.43AJWO
              02/13/07
              2,320,665
              0.000650
              $
                  1,508.43AJWO
              02/15/07
              2,320,665
              0.000650
              $
                  1,508.43AJWO
              02/20/07
              2,320,665
              0.000648
              $
                  1,503.79AJWO
              02/23/07
              2,320,665
              0.000624
              $
                  1,448.09AJWO
              02/27/07
              2,320,665
              0.000600
              $
                  1,392.40AJWO
              03/01/07
              2,320,665
              0.000600
              $
                  1,392.40AJWO
              03/05/07
              2,320,665
              0.000600
              $
                  1,392.40AJWO
              03/06/07
              2,320,665
              0.000600
              $
                  1,392.40AJWO
              03/08/07
              2,320,665
              0.000600
              $
                  1,392.40AJWO
              03/13/07
              2,320,665
              0.000300
              $
                  696.20AJWO
              03/16/07
              2,320,665
              0.000300
              $
                  696.20AJWO
              03/20/07
              2,320,665
              0.000300
              $
                  696.20AJWO
              03/22/07
              2,320,665
              0.000300
              $
                  696.20AJWO
              03/26/07
              2,320,665
              0.000300
              $
                  696.20AJWO
              03/28/07
              2,320,665
              0.000300
              $
                  696.20AJWO
              03/30/07
              2,320,665
              0.000300
              $
                  696.2056,770,670
              
              $
                  31,227.54AJWP
              01/04/07
              83,250
              0.000676
              $
                  56.28AJWP
              01/08/07
              83,250
              0.000676
              $
                  56.28AJWP
              01/10/07
              83,250
              0.000660
              $
                  54.95AJWP
              01/12/07
              83,250
              0.000700
              $
                  58.28AJWP
              01/16/07
              83,250
              0.000700
              $
                  58.28
  AJWP
              01/18/07
              111,000
              0.000690
              $
                  76.59AJWP
              01/22/07
              111,000
              0.000690
              $
                  76.59AJWP
              01/24/07
              436,230
              0.000690
              $
                  301.00AJWP
              01/26/07
              436,230
              0.000690
              $
                  301.00AJWP
              01/30/07
              436,230
              0.000680
              $
                  296.64AJWP
              02/01/07
              436,230
              0.000700
              $
                  305.36AJWP
              02/05/07
              436,230
              0.000700
              $
                  305.36AJWP
              02/08/07
              436,230
              0.000672
              $
                  293.15AJWP
              02/09/07
              436,230
              0.000675
              $
                  294.46AJWP
              02/13/07
              436,230
              0.000650
              $
                  283.55AJWP
              02/15/07
              436,230
              0.000650
              $
                  283.55AJWP
              02/20/07
              436,230
              0.000648
              $
                  282.68AJWP
              02/23/07
              436,230
              0.000624
              $
                  272.21AJWP
              02/27/07
              436,230
              0.000600
              $
                  261.74AJWP
              03/01/07
              436,230
              0.000600
              $
                  261.74AJWP
              03/05/07
              436,230
              0.000600
              $
                  261.74AJWP
              03/06/07
              436,230
              0.000600
              $
                  261.74AJWP
              03/08/07
              436,230
              0.000600
              $
                  261.74AJWP
              03/13/07
              436,230
              0.000300
              $
                  130.87AJWP
              03/16/07
              436,230
              0.000300
              $
                  130.87AJWP
              03/20/07
              436,230
              0.000300
              $
                  130.87AJWP
              03/22/07
              436,230
              0.000300
              $
                  130.87AJWP
              03/26/07
              436,230
              0.000300
              $
                  130.87AJWP
              03/28/07
              436,230
              0.000300
              $
                  130.87AJWP
              03/30/07
              436,230
              0.000300
              $
                  130.8710,671,540
              
              $
                  5,880.94AJWQP
              01/04/07
              213,750
              0.000676
              $
                  144.50AJWQP
              01/08/07
              213,750
              0.000676
              $
                  144.50AJWQP
              01/10/07
              213,750
              0.000660
              $
                  141.08AJWQP
              01/12/07
              213,750
              0.000700
              $
                  149.63AJWQP
              01/16/07
              213,750
              0.000700
              $
                  149.63AJWQP
              01/18/07
              285,000
              0.000690
              $
                  196.65AJWQP
              01/22/07
              285,000
              0.000690
              $
                  196.65AJWQP
              01/24/07
              1,120,050
              0.000690
              $
                  772.83AJWQP
              01/26/07
              1,120,050
              0.000690
              $
                  772.83AJWQP
              01/30/07
              1,120,050
              0.000680
              $
                  761.63AJWQP
              02/01/07
              1,120,050
              0.000700
              $
                  784.04AJWQP
              02/05/07
              1,120,050
              0.000700
              $
                  784.04AJWQP
              02/08/07
              1,120,050
              0.000672
              $
                  752.67AJWQP
              02/09/07
              1,120,050
              0.000650
              $
                  728.03AJWQP
              02/13/07
              1,120,050
              0.000650
              $
                  728.03AJWQP
              02/15/07
              1,120,050
              0.000650
              $
                  728.03AJWQP
              02/20/07
              1,120,050
              0.000648
              $
                  725.79AJWQP
              02/23/07
              1,120,050
              0.000624
              $
                  698.91AJWQP
              02/27/07
              1,120,050
              0.000600
              $
                  672.03AJWQP
              03/01/07
              1,120,050
              0.000600
              $
                  672.03AJWQP
              03/05/07
              1,120,050
              0.000600
              $
                  672.03AJWQP
              03/06/07
              1,120,050
              0.000600
              $
                  672.03AJWQP
              03/08/07
              1,120,050
              0.000600
              $
                  672.03AJWQP
              03/13/07
              1,120,050
              0.000300
              $
                  336.02AJWQP
              03/16/07
              1,120,050
              0.000300
              $
                  336.02
  -12-
 Table
            of Contents
 AJWQP
              03/20/07
              1,120,050
              0.000300
              $
                  336.02AJWQP
              03/22/07
              1,120,050
              0.000300
              $
                  336.02AJWQP
              03/26/07
              1,120,050
              0.000300
              $
                  336.02AJWQP
              03/28/07
              1,120,050
              0.000300
              $
                  336.02AJWQP
              03/30/07
              1,120,050
              0.000300
              $
                  336.0227,399,900
              
              $
                  15,071.72NMCP
              01/04/07
              10,125
              0.000676
              $
                  6.84NMCP
              01/08/07
              10,125
              0.000676
              $
                  6.84NMCP
              01/10/07
              10,125
              0.000660
              $
                  6.68NMCP
              01/12/07
              10,125
              0.000700
              $
                  7.09NMCP
              01/16/07
              10,125
              0.000700
              $
                  7.09NMCP
              01/18/07
              13,500
              0.000690
              $
                  9.32NMCP
              01/22/07
              13,500
              0.000690
              $
                  9.32NMCP
              01/24/07
              53,055
              0.000690
              $
                  36.61NMCP
              01/26/07
              53,055
              0.000690
              $
                  36.61NMCP
              01/30/07
              53,055
              0.000680
              $
                  36.08NMCP
              02/01/07
              53,055
              0.000700
              $
                  37.14NMCP
              02/05/07
              53,055
              0.000700
              $
                  37.14NMCP
              02/08/07
              53,055
              0.000672
              $
                  35.65NMCP
              02/09/07
              53,055
              0.000650
              $
                  34.49NMCP
              02/13/07
              53,055
              0.000650
              $
                  34.49NMCP
              02/15/07
              53,055
              0.000650
              $
                  34.49NMCP
              02/20/07
              53,055
              0.000648
              $
                  34.38NMCP
              02/23/07
              53,055
              0.000624
              $
                  33.11NMCP
              02/27/07
              53,055
              0.000600
              $
                  31.83NMCP
              03/01/07
              53,055
              0.000600
              $
                  31.83NMCP
              03/05/07
              53,055
              0.000600
              $
                  31.83NMCP
              03/06/07
              53,055
              0.000600
              $
                  31.83NMCP
              03/08/07
              53,055
              0.000600
              $
                  31.83NMCP
              03/13/07
              53,055
              0.000300
              $
                  15.92NMCP
              03/16/07
              53,055
              0.000300
              $
                  15.92NMCP
              03/20/07
              53,055
              0.000300
              $
                  15.92NMCP
              03/22/07
              53,055
              0.000300
              $
                  15.92NMCP
              03/26/07
              53,055
              0.000300
              $
                  15.92NMCP
              03/28/07
              53,055
              0.000300
              $
                  15.92NMCP
              03/30/07
              53,055
              0.000300
              $
                  15.921,297,890
              
              $
                  713.9296,140,000
              
              $
                  52,894
 
 
 
 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.
 
 -13-
 Table
            of Contents
  ITEM
        3. OTHER INFORMATION
 
 M
        Power
        Entertainment and certain investors entered into a Securities Purchase Agreement
        dated as of March 26, 2007 providing for the issuance of 8% Callable Secured
        Convertible Notes in the aggregate principal amount of $165,000 and warrants
        to
        purchase an aggregate of 1,500,000 shares of the Company’s Common Stock for the
        aggregate consideration of $165,000. Funding of the $165,000 was completed
        on
        March 30, 2007.
 
 
 SUBSEQUENT
        EVENTS
 
 On
        April
        1, 2007, The Company entered into a consulting services agreement with Justin
        McCormack of Pacific Palisades, California. Mr. McCormack’s engagement is for
        the purpose of initiating brand development of *eDOORWAYS* and
        creation of the media platform, and will be paid $15,000 per month for his
        services. The period covered by this agreement is from April 1, 2007, through
        August 1, 2007.
 
 M
        Power
        entered into a contract with speakTECH, a software development firm, on April
        19, 2007. The terms of this contract cover a seven week period beginning
        April
        19, 2007 and continue for seven weeks, or until the project is completed.
        speakTECH will develop the *eDOORWAYS* prototype during this 7 week period. The total amount of the contractual
        commitment is $101,380, payable in increments dependent upon completion of
        stages of the product.
 
 Studio
        Number One has been engaged by M Power to design the logo brand ID for *eDOORWAYS* ***.*** This
        contract was signed on May 3, 2007 and the total commitment is $22,000, of
        which
        $11,000 was paid at signing and the balance to be paid upon completion of
        the
        project.
 
 
 ITEM
        4. EXHIBITS
 
 List
        of
        Exhibits attached or incorporated by reference pursuant to Item 601 of
        Regulation SB.
 
 10.1
        Non-employee director agreement with Lance Kimmons appointing him to the
        Board
        on January 1, 2007. (Filed with Form 10-KSB on April 2, 2007 and incorporated
        herein by reference).
 
 10-2
        Consulting Agreement between the Company and speakTECH dated April 19, 2007.
        (Filed herewith).
 
 10-3
        Consulting Agreement between Justin McCormack dated April 1, 2007. (Filed
        herewith).
 
 10-4
        Consulting Agreement with Studio Number One dated May 3, 2007. (Filed
        herewith).
 
 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).
 
 
 Dated: May
        15,
        2007
 /s/
        Gary F. Kimmons
 By____________________________________
 Gary
        F.
        Kimmons
 President,
        Chief Executive Office and
 Chief
        Financial Officer


-14-