UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
   Form
10-Q
 
 x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.
              For the quarterly period ended September 30, 2008o
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT
      OF 1934
     Logo
  eDOORWAYS
CORPORATION
 (Name of
small business issuer in its charter)
 
 Delaware
 (State or
other jurisdiction of incorporation or organization)
 
 76-0513297
 (I.R.S.
Employer Identification No.)
 
 2602
Yorktown Place
 Houston,
Texas 77056
 (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.
 Yesx  Noo
 
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
  Large
      accelerated filer o
            Accelerated
      filer o
            Non-accelerated
      filer o
            Smaller
      reporting company x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes o  No x
 
 State the number of shares outstanding of each of the issuer’s
classes of common equity as of January 21, 2009: 288,970,157 shares of common
stock.
  -1-
 
  eDOORWAYS
CORPORATION
 FORM
10-Q
 SEPTEMBER
30, 2008
 INDEX
   PAGEPART
      I.
              FINANCIAL
      INFORMATIONItem
      1.
              Financial
      StatementsBalance Sheets as of September 30, 2008 and December 31, 2007
      (Unaudited)
              3Statements of Operations for the Three and Nine Months Ended
      September 30, 2008 and 2007 (Unaudited)
              4Statement of Stockholders’ Deficit for the Nine Months
      Ended September 30, 2008 (Unaudited)
              5Statements of Cash Flow for the Nine Months Ended September 30,
      2008 and 2007 (Unaudited)
              6Notes to Financial Statements
(Unaudited)
              7Item
      2.
              Management's Discussion and Analysis of Financial Condition
      and Results of Operations
              13Item
      3.
              Quantitative and Qualitative Disclosures about Market
      Risk
              18Item
      4T
              Controls and Procedures
              18PART
      II.
              OTHER
      INFORMATIONItem
      1.
              Legal Proceedings
              19Item
      2.
              Unregistered Sales of Equity
    Securities
              19Item
      3.
              Default Upon Senior Securities
              19Item
      4.
              Submission of matters of a Vote of Securities
      Holders
              19Item
      5.
              Other Information
              19Item
      6.
              Exhibits
              20SIGNATURES
         -2-
  PART
I - FINANCIAL INFORMATION
 
 ITEM
1.  FINANCIAL STATEMENTS
 
 eDOORWAYSCORPORATIONBALANCE
      SHEETS(Unaudited)September
      30,
            
            December
      31,2008
            
            2007ASSETSCURRENT
      ASSETSCash
            $
            664
            
            $
            45,647Fixed
      assets, net of accumulated depreciation of $2,076 and $1,660,
      respectively
            
            3,473
            
            
            3,889Deferred
      financing costs, net of accumulated amortization of $-0- and $218,052,
      respectively
            
            -
            
            
            215,686Deposits
            
            2,000
            
            
            9,211TOTAL
      ASSETS
            $
            6,137
            
            $
            274,433LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      payable – trade
            $
            860,662
            
            $
            450,651Stock
      payable
            
            65,150
            
            
            -Accrued
      expenses
            
            917,459
            
            
            1,000,429Accrued
      expenses – related parties
            
            321,043
            
            
            -Current
      portion of notes payable
            
            394,274
            
            
            176,158Convertible
      debentures 6%, net of discount of $-0- and $1,821,748,
      respectively
            
            -
            
            
            434,826Convertible
      debenture derivative liability
            
            -
            
            
            2,805,523Total
      current liabilities
            
            2,558,588
            
            
            4,867,587Notes
      payable
            
            5,019,726
            
            
            -TOTAL
      LIABILITIES
            
            7,578,314
            
            
            4,867,587Commitments
      and contingencies
            
            -
            
            
            -STOCKHOLDERS'
      DEFICITSeries
      A convertible preferred stock, $0.001 par value per share; 7,000,000
      shares authorized, none issued
            
            -
            
            
            -Series
      B convertible preferred stock, $0.001 par value per share; 1,100,000
      shares authorized, none issued
            
            -
            
            
            -Series
      C convertible preferred stock, $0.001 par value per share; 1,000,000
      shares authorized, 1,000,000 and -0- shares issued and outstanding,
      respectively
            
            1,000
            
            
            -Series
      D preferred stock, $0.001 par value per share; 1,000 shares authorized,
      issued and outstanding, respectively
            
            1
            
            
            1Common
      stock, $0.001 par value per share; 1,000,000,000 shares authorized;
      227,438,826 and 13,318,846 shares issued and outstanding,
      respectively
            
            227,439
            
            
            13,318Additional
      paid-in capital
            
            65,407,598
            
            
            62,818,788Accumulated
      deficit
            
            (73,208,215)
            
            
            (67,425,261)Total
      stockholders' deficit
            
            (7,572,177)
            
            
            (4,593,154)TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
            $
            6,137
            
            $
            274,433)
 
 The
accompanying notes are an integral part of these financial
statements.
  
 -3-
 
 eDOORWAYSCORPORATIONSTATEMENTS
      OF OPERATIONS(Unaudited)For
      The Three Months Ended
                September
      30,
              
              For
      The Nine Months Ended
                September
      30,2008
              2007
              
              2008
              
              2007REVENUE
              $
              -
              $
              -
              
              $
              -
              
              $
              -OPERATING
      EXPENSESDepreciation
      and amortization
              
              139
              
              139
              
              
              416
              
              
              416Compensation
      expense
              
              147,000
              
              41,247
              
              
              749,000
              
              
              293,747Professional
      fees
              
              22,684
              
              94,260
              
              
              96,911
              
              
              238,043General
      and administrative
              
              274,292
              
              125,285
              
              
              2,627,394
              
              
              339,908Total
      operating expense
              
              444,115
              
              260,931
              
              
              3,473,721
              
              
              872,114LOSS
      FROM OPERATIONS
              
              (444,115)
              
              (260,931)
              
              
              (3,473,721
              )
              
              (872,114
              )OTHER
      INCOME (EXPENSES)Interest
      expense
              
              (238,379)
              
              (187,410)
              
              
              (786,108
              )
              
              (528,747
              )Gain
      (loss) on derivative liability
              
              8,045,443
              
              980,613
              
              
              (1,366,315
              )
              
              358,173Gain
      on debt extinguishment
              
              7,690
              
              -
              
              
              7,690
              
              
              -Loss
      on debt settlement
              
              -
              
              -
              
              
              (164,500
              )
              
              -Total
      other income (expenses)
              
              7,814,754
              
              793,203
              
              
              (2,309,233
              )
              
              (170,574
              )NET
      INCOME (LOSS)
              $
              7,370,639
              $
              532,272
              
              
              (5,782,954
              )
              $
              (1,042,688
              )INCOME
      (LOSS) PER SHARE:Basic
              $
              0.04
              $
              2.42
              
              $
              (0.05
              )
              $
              (8.03
              )Diluted
              $
              0.03
              $
              (0.07)
              
              $
              (0.05
              )
              $
              (8.03
              )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING:Basic
              
              203,289,541
              
              220,191
              
              
              128,458,564
              
              
              129,918Diluted
              
              233,160,509
              
              17,972,937
              
              
              128,458,564
              
              
              129,918
  The
accompanying notes are an integral part of these financial
statements.
  -4-
 eDOORWAYS
CORPORATION
 STATEMENTOF STOCKHOLDERS’ DEFICIT
 For The
Nine Months Ended September 30, 2008
 (Unaudited)
 
 
 Series
      C Preferred Stock
              
              Series
      D Preferred Stock
              
              Common
      Stock
              
              Additional
      Paid-in
              
              Accumulated
              
              Total
      Stockholders’Shares
              
              Amount
              
              Shares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              Deficit
              
              DeficitBalance
      –
                December
      31, 2008
              
              -
              
              $
              -
              
              
              1,000
              
              $
              1
              
              
              13,318,846
              
              $
              13,318
              
              $
              62,818,788
              
              $
              (67,425,261)
              
              $
              (4,593,154
              )Preferred
      stock issued for services and compensation
              
              1,000,000
              
              
              1,000
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              139,000
              
              
              -
              
              
              140,000Common
      stock issued for services and compensation
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              181,919,980
              
              
              181,921
              
              
              1,620,486
              
              
              -
              
              
              1,802,407Common
      stock issued for debt conversion
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              32,200,000
              
              
              32,200
              
              
              806,070
              
              
              -
              
              
              838,270Fair
      value of derivatives converted to equity
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              4,489
              
              
              -
              
              
              4,489Debt
      discount on convertible debt
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              4,752
              
              
              -
              
              
              4,752Reclassification
      of outstanding warrants as equity
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              14,013
              
              
              -
              
              
              14,013Net
      loss
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (5,782,954)
              
              
              (5,782,954
              )Balance
      -
                September
      30, 2008
              
              1,000,000
              
              $
              1,000
              
              
              1,000
              
              $
              1
              
              
              227,438,826
              
              $
              227,439
              
              $
              65,407,598
              
              $
              (73,208,215)
              
              $
              (7,572,177
              )
 
 The
accompanying notes are an integral part of these financial
statements.
  -5-
  
  
 eDOORWAYS
      CORPORATIONSTATEMENTSOF CASH FLOW(Unaudited)Nine
      Months Ended September 30,2008
              
              2007CASH
      FLOWS FROM OPERATING ACTIVITESNet
      loss
              
              $
              (5,782,954)
              
              $
              (1,042,688)Adjustments
      to reconcile net loss to net cash used in operating
    activitiesDepreciation
      and amortization expense
              
              
              416
              
              
              416Amortization
      of deferred financing costs
              
              
              132,732
              
              
              -Amortization
      of note payable discount
              
              
              517,653
              
              
              528,747Notes
      payable issued for services
              
              
              665,000
              
              
              -Common
      and preferred stock issued for services
              
              
              1,942,407
              
              
              -Change
      in fair value of derivative
              
              
              1,366,315
              
              
              (358,173)Loss
      on conversion of note payable
              
              
              164,500
              
              
              -Gain
      on extinguishment of debt
              
              
              (7,690)
              
              
              -Non-cash
      interest expense
              
              
              135,723
              
              
              -Cancellation
      of stock issued for services
              
              
              -
              
              
              (29,000)Changes
      in operating assets and liabilities:Prepaid
      insurance
              
              
              -
              
              
              14,809Deposits
              
              
              7,211
              
              
              (4,411)Accounts
      payable
              
              
              410,011
              
              
              23,201Stock
      payable
              
              
              65,150
              
              
              -Accrued
      expenses
              
              
              (2,500)
              
              
              -Accrued
      expenses – related parties
              
              
              321,043
              
              
              -Net
      cash used in operating activities
              
              
              (64,983)
              
              
              (867,099)CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from issuance of new debt
              
              
              20,000
              
              
              148,500NET
      DECREASE IN CASH
              
              
              (44,983)
              
              
              (718,599)CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
              
              
              45,647
              
              
              728,393CASH
      AND CASH EQUIVALENTS, END OF PERIOD
              
              $
              664
              
              $
              9,794Cash
      paid for:Interest
              
              
              -
              
              
              -Taxes
              
              
              -
              
              
              -Non
      cash investing and financing transactions:Conversion
      of derivative liability
              
              $
              4,489
              
              $
              118,966Common
      stock issued to convert debt
              
              $
              838,270
              
              $
              391,290Outstanding
      warrants reclassified to equity
              
              $
              14,013
              
              
              -Increase
      in derivative liabilities
              
              
              -
              
              $
              111,044Debt
      discount on convertible debt
              
              $
              4,752
              
              
              -Restructuring
      of convertible debt
              
              $
              5,295,000
              
              
              -
 
 
 The
accompanying notes are an integral part of these financial
statements.
 
 
  -6-
   eDOORWAYS
CORPORATION
 Notesto Financial Statements
 (Unaudited)
 
 NOTE 1 -
BASIS OF PRESENTATION
  The
accompanying interim financial statements of eDOORWAYS CORPORATION (“eDoorways”)
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 financial
statements and notes thereto contained in eDoorways’ latest Annual Report filed
with the SEC on Form 10-K/A for the year ended December 31, 2007. In the opinion
of management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the full year.  Notes to the financial
statements that would substantially duplicate the disclosure contained in the
audited financial statements for the most recent fiscal year,
December 31, 2007, as reported in Form 10-K/A, have been
omitted.
 
 Certain
reclassifications have been made to prior period amounts to conform to current
period presentation.
 
 Use
of estimates
 
 In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period. Actual results could differ from those
estimates.
 
 Basic
and diluted net income (loss) per share
 
 Basic and
diluted net income (loss) per share calculations are presented in accordance
with Statement of Financial Accounting Standards (“SFAS”) No. 128, and are
calculated on the basis of the weighted average number of common shares
outstanding during the period. They include the dilutive effect of common stock
equivalents in periods with net income.
 
 Common
stock equivalents represent the dilutive effect of the assumed conversion of
convertible notes payable and Series C convertible preferred stock, using the
“if converted” method, at either the beginning of the respective period
presented or the date of issuance, whichever is later, and only if the common
stock equivalents are considered dilutive based upon the Company's net income
(loss) position at the calculation date.  Common stock equivalents
also include the effect of the exercise of outstanding warrants using the
treasury stock method, at either the beginning of the respective period
presented or the date of issuance, whichever is later, and only if the warrants
are considered dilutive based upon the exercise price of the warrants and the
average trading price of the stock during the period.
 
 A
reconciliation of the numerators and denominators of the fully diluted income
(loss) per share for the three months ended September 30, 2008 and 2007 is
presented below:
  
 2008
              
              2007Net
      income
              $
              7,370,639
              
              $
              532,272Effect
      of 6% convertible debentures
              
              -
              
              
              (1,737,296
              )Net
      income (loss) assuming dilution
              $
              7,370,639
              
              $
              (1,205,024
              )Weighted
      average number of common shares outstanding
              
              203,289,541
              
              
              220,191Effect
      of potentially dilutive securities:Series
      C convertible preferred stock
              
              20,000,000
              
              
              -Warrants
              
              9,870,968
              
              
              -6%
      convertible debentures
              
              -
              
              
              17,752,746Weighted
      average number of common shares outstanding assuming
    dilution
              
              233,160,509
              
              
              17,972,937
 
 The
effect of all stock warrants has been excluded from the calculation of fully
diluted earnings per share for the three months ended September 30, 2007,
because their effect would be anti-dilutive.  The effect of warrants
to purchase 24,090 shares of common stock at exercise prices between $3.20 and
$1,000 has been excluded from the calculation of fully diluted earnings per
shares for the three months ended September 30, 2008, because their effect would
be anti-dilutive.
 
 The
effect of all convertible debentures and warrants to purchase common stock has
been excluded from the calculation of fully diluted earnings per shares for the
nine months ended September 30, 2008 and 2007, because their effect would be
anti-dilutive.
 
 -7-
 Recent
Accounting Pronouncements
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”, which identifies a consistent framework for
selecting accounting principles to be used in preparing financial statements for
nongovernmental entities that are presented in conformity with United States
generally accepted accounting principles (GAAP). The current GAAP hierarchy was
criticized due to its complexity, ranking position of FASB Statements of
Financial Accounting Concepts and the fact that it is directed at auditors
rather than entities. SFAS No. 162 will be effective November 15, 2008 which is
60 days following the United States Securities and Exchange Commission’s (SEC’s)
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted
Accounting Principles. The FASB does not expect that SFAS No. 162 will result in
a change in current practice, and eDoorways does not believe that SFAS No. 162
will have an impact on operating results, financial position or cash
flows.
 
 In
February 2007, the FASB, issued SFAS No. 159, "The Fair Value Option for Financial
Assets and Liabilities - Including an Amendment of SFAS 115." This
standard permits an entity to choose to measure many financial instruments and
certain other items at fair value. This option is available to all entities.
Most of the provisions in SFAS 159 are elective; however, an amendment to
SFAS 115 "Accounting for Certain Investments in Debt and Equity Securities"
applies to all entities with available for sale or trading securities. Some
requirements apply differently to entities that do not report net income.
SFAS No. 159 is effective as of the beginning of an entity first fiscal
year that begins after November 15, 2007.  Early adoption is
permitted as of the beginning of the previous fiscal year provided that the
entity makes that choice in the first 120 days of that fiscal year and also
elects to apply the provisions of SFAS 157 "Fair Value Measurements."
eDoorways adopted SFAS No. 159 effective January 1, 2008 and did not elect the
fair value option for any existing eligible items.
  In
September 2006, the FASB issued SFAS 157 "Fair Value Measurements."
This Statement defines fair value, establishes a framework for measuring fair
value in GAAP, and expands disclosures about fair value measurements. This
Statement applies under other accounting pronouncements that require or permit
fair value measurements, the Board having previously concluded in those
accounting pronouncements that fair value is the relevant measurement attribute.
Accordingly, this Statement does not require any new fair value measurements.
However, for some entities, the application of this Statement will change
current practice. This Statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim
periods within those fiscal years. Effective January 1, 2008, eDoorways adopted
SFAS 157 for fair value measurements not delayed by FSP FAS No. 157-2. The
adoption resulted in no change in our fair value calculation methodologies.
Accordingly, the adoption had no impact on our financial condition or results of
operations.
 
 NOTE 2 –
GOING CONCERN
 
 These
financial statements have been prepared on a going concern basis. As of
September 30, 2008, eDoorways had an accumulated deficit of $73,208,215 and a
working capital deficit of $2,557,924.  The continuation of eDoorways
as a going concern is dependent upon financial support from its shareholders,
the ability to obtain necessary equity financing and the attainment of
profitable operations. These factors raise substantial doubt regarding
eDoorways’ ability to continue as a going concern. These financial
statements do not include any adjustments to the recoverability and
classification of recorded asset amounts and classification of liabilities that
might be necessary should eDoorways be unable to continue as a going
concern.
 
 NOTE 3 –
NOTES PAYABLE
 
 At
September 30, 2008, eDoorways had an unsecured note payable in the principal
amount of $102,000.  This note is unsecured and bears interest at 18%
per annum.  Accrued interest of $87,928 is included in accrued
expenses at September 30, 2008.  This note was due on March 1,
2003.  It has not been repaid and is currently in
default.
 
 During
the nine months ended September 30, 2008, eDoorways issued notes payable to
various private investors for total cash proceeds of $20,000.  The
notes had a term of 10 days and were non-interest bearing.  They were
convertible into common stock of eDoorways at a rate of between $0.001 and
$0.033 per share during the 10-day term of the note.  Notes in the
principal amount of $3,000 were converted into common stock of eDoorways, the
remaining $17,000 have passed the ten-day term in which conversion was
allowed.  These notes have not been repaid and are currently in
default.
 
 During
the nine months ended September 30, 2008, the holder of a $3,000 promissory note
converted the debt into 1,000,000 shares of common stock valued at
$10,000.  The shares were valued at the fair value on the date of
settlement of $0.01 per share. As a result, eDoorways recognized a loss on debt
settlement of $7,000.
 
 eDoorways
evaluated the terms of the convertible notes in accordance with EITF 98-5 and
EITF 00-27 and concluded that these notes did not result in a
derivative.  eDoorways evaluated the terms of the convertible notes
and concluded that there was a beneficial conversion feature.  The
discount related to the beneficial conversion feature was valued at $5,253 at
inception based on the intrinsic value of the discount.  The discount
was amortized using the effective interest method over the 10 day term of each
note.    During the nine months ended September 30, 2008,
$4,953 was charged to interest expense for the amortization of the beneficial
conversion feature.
 
 During
the nine months ended September 30, 2008, eDoorways issued promissory notes in
the amount of $665,000 to various individuals and companies in exchange for
services provided to the Company.  The notes carried no interest and
had a term of 10 days.  They were convertible into common stock of
eDoorways at a rate of between $0.006 and $0.025 per share during the 10 day
term of the notes.  The holders of each of these notes elected to
convert them into a total of 28,500,000 shares of common stock.  The
shares were valued at fair value of the date of settlement of
$822,500.  As a result, eDoorways recognized a loss on debt settlement
of $157,500.
 
 The
aggregate maturities of notes payable for the five years subsequent to September
30, 2008 are as follows:
 
 Year
      ending September 30,2009
              $     394,2742010
              1,295,4122011
              2,266,9742012
              1,457,340Total
              $  5,414,000
 
 -8-
 
 NOTE 4 -
CONVERTIBLE DEBENTURES AND DERIVATIVE LIABILITIES
 
 As of
December 31, 2007, eDoorways had callable convertible secured notes
(“Convertible Debentures”) outstanding in the amount of
$2,246,354.  The Convertible Debentures were issued in several
tranches between April 18, 2006 and October 25, 2007.  The Convertible
Debentures bore interest at between 6.00% and 8.00%, matured between April 18,
2009 and October 25, 2010, and were convertible into shares of our common stock
at 50% of the average of the lowest three (3) trading prices for our shares of
common stock during the twenty (20) trading day period prior to
conversion.
 
 In
connection with the Convertible Debentures, eDoorways had issued warrants to
purchase 10,024,081 shares of its common stock at exercise prices between
$0.0001 and $200 per share.  The warrants were issued with an initial
term of seven years.
 
 eDoorways
had previously evaluated the Convertible Debentures and the warrants under SFAS
133 "Accounting for Derivatives" and EITF 00-19 "Accounting for Derivative Financial
Instruments Indexed to and Potentially Settled in a Company's Own
Stock".  eDoorways determined the convertible debentures
contained an embedded derivative for the conversion option and the warrants
qualified as free standing derivatives.  The conversion option allows
for an indeterminate number of shares to potentially be issued upon
conversion.  This results in eDoorways being unable to determine with
certainty they will have enough shares available to settle any and all
outstanding common stock equivalent instruments.  eDoorways would be
required to obtain shareholder approval to increase the number of authorized
shares needed to share settle those contracts.  Because increasing the
number of shares authorized is outside of eDoorways’ control, this results in
these instruments being classified as liabilities under EITF 00-19 and as
derivatives under SFAS 133.
 
 The
impact of the application of SFAS No. 133 and EITF 00-19 on the balance sheets
as of September 30, 2008 and December 31, 2007 and the impact on the statement
of operations for the six months ended September 30, 2008 are as
follows:
 
 September
      30, 2008
              December
      31, 2007
              Gain
      (loss)Embedded
      derivative – Convertible Debentures
              $                  -
              $  2,715,417
              $  (1,442,408)
              (a,b)Freestanding
      derivative – Warrants
              -
              90,106
              76,093
              (c)Total
              $                  -
              $  2,805,523
              $  (1,366,315)
 
 (a)
              During
      the nine months ended September 30, 2008, the holders of the Convertible
      Debentures elected to convert principal in the amount of $5,770 into
      2,600,000 shares of common stock.  This resulted in a decrease
      in the derivative liability of $4,489, which represented the fair value of
      the embedded derivative associated with converted principal on the date of
      conversion.
 
 (b)
              On
      August 29, 2008, the Convertible Debentures were modified to eliminate the
      conversion feature.  As a result the embedded derivative was
      eliminated.  The embedded derivative was revalued as of August
      29, 2008 at $4,153,336.  See discussion of the New Notes
      below.
 
 (c)
              On
      August 29, 2008, the embedded derivative was eliminated which also
      eliminated the derivative classification of the freestanding derivative
      warrants.  The warrants were revalued as of August 29, 2008 at
      $14,013 and were reclassified to additional paid-in
    capital.
 
 The
derivatives were valued using the Black-Scholes Option Pricing
Model.  The variables used in the valuation of these derivatives as of
September 30, 2008 were as follows:
 
 Volatility
              357%
      - 486%Discount
      rate
              1.90%
      - 3.34%Expected
      dividend rate
              0%Stock
      price on the measurement date
              $   0.03Expected
      term
              .17
      – 6.32 years
 
 
 During
the nine months ended September 30, 2008, the holders of the Convertible
Debentures elected to convert principal in the amount of $5,770 into 2,700,000
shares of common stock.
 
 During
April 2008, eDoorways received notice of default from the holders of its
convertible debentures, because eDoorways had not issued shares of common stock
based on conversion notices from the holders of the Convertible Debentures. On
August 29, 2008 and amended January 26, 2009, eDoorways and the holders of the
Convertible Debentures entered into a repayment agreement on the notes (“New
Notes”).  Under the terms of the New Notes eDoorways will be required
to make monthly payments in the following amounts beginning April 6,
2009:
 
 Monthly
      Amount
              
              Total
      Each PeriodMonth
      1-3
              $   37,782
              
              $    113,346Month
      4-6
              53,976
              
              161,928Month
      7-12
              80,963
              
              485,778Month
      13-24
              134,939
              
              1,619,268Month
      25-36
              242,890
              
              2,914,680Total
              
              
              $  5,295,000
 
 -9-
 Under the
terms of the New Notes, eDoorways will have no obligation to issue shares of its
common stock or to make any payments other than those listed
above.  If eDoorways makes all payments as required, the Convertible
Debentures will be considered paid in full.  If eDoorways fails to
make any payment required by the New Notes, the New Notes will be considered to
have never been executed and the Convertible Debentures would remain in
effect.
 
 eDoorways
determined that this modification of the terms of the existing debt represented
a troubled debt restructuring in accordance with SFAS No. 15 “Accounting by Debtors and Creditors
for Troubled Debt Restructurings”, because eDoorways was experiencing
financial difficulties and the lenders granted a concession to the Company based
on a comparison of the effective interest rate of the Convertible Debentures and
the New Notes.  The total undiscounted future cash payments of the New
Notes compared with the carrying amount of the Convertible Debentures including
the related accrued interest, deferred financing costs and embedded derivative
related to the conversion option as of August 29, 2008 is follows:
 
 AmountPrincipal
      amount of Convertible Debentures
              $
              2,240,584Fair
      value of embedded derivative liability
              
              4,153,336Accrued
      interest on Convertible Debentures
              
              290,351Less:Unamortized
      deferred financing costs
              
              (82,954)Unamortized
      discount
              
              (1,298,627)Carrying
      amount of Convertible Debentures
              
              5,302,690Less:
      Expected future cash flow under New Notes
              
              (5,295,000)Gain
      on extinguishment of debt
              $
              7,690
 
 The total
future cash payments are less than the carrying amount of the Convertible
Debenture immediately before the issuance of the New Notes.  As of
August 29, 2008 and in accordance with SFAS No. 15, eDoorways has reduced the
carrying amount of the Convertible Debentures to an amount equal to the total
future cash payments specified by the New Notes and recognized a gain on the
restructuring of debt in the amount of $7,690.  All cash payments
under the terms of the New Notes will be accounted for as reductions of the
carrying amount of the New Notes and no interest expense shall be
recognized.  The embedded derivative liability was revalued as of
August 29, 2008 in order to determine the carrying amount of the Convertible
Debentures.  No embedded derivative liability was recorded after the
issuance of the New Notes, because the New Notes do not contain a conversion
option of any kind.
 
 The
issuance of the New Notes removed the embedded derivative associated with the
Convertible Debentures.  As a result, eDoorways concluded that it had
sufficient authorized and unissued shares to issue the number of shares required
under the warrants described above (Freestanding derivatives) and, therefore,
all of these warrants, should not be treated as derivative liabilities as of
August 29, 2008.  The fair value of these warrants was marked to
market on the date they no longer were accounted for as derivatives and a
derivative gain of $286,470 was recorded.  The balance of the
derivative liability in the amount of $14,013 was then recorded as a
contribution to additional paid-in capital on August 29, 2008.
 
 NOTE
5 - COMMITMENTS AND CONTINGENCIES
 
 A)
Litigation
 
 Texas Workforce Commission.
On February 10, 2000, the Texas Workforce Commission placed an administrative
lien on us in the amount of $109,024 in connection with a claim for unpaid
compensation by our former employees.  This amount is included in
accrued expenses at September 30, 2008.
 
 Marathon Oil Company. A
default judgment was taken against us in favor of Marathon Oil Company accrued
in our financial statements under the heading "accrued expenses" on August 31,
1999 in the amount of $326,943 representing past and future rentals under a
lease agreement, together with $7,500 in attorney's fees and post judgment
interest at 10% per annum until paid. Credit towards the judgment was ordered
for sale of personal property by the Sheriff or Constable. We believe the
personal property sold for approximately $28,000. To the extent that the
property was leased during the unexpired term, it is possible that there would
be a mitigation of the damages claim in our favor. We believe that some or all
of the space was subsequently rented approximately 90 days later. The remaining
$306,443 has been accrued in our financial statements under the heading "accrued
expenses."
 
 Deanna S.
Slater.  On August 31, 2006, Deanna S. Slater, an independent
contractor formerly with M Power Entertainment, Inc., brought suit in County
Civil Court at Law Number Four in Harris County, Texas, Docket Number 872,560,
alleging breach of contract, quantum meruit, promissory estoppel and for
attorney's fees.  No specific dollar amount was claimed by Ms. Slater
but the court on December 29, 2006 granted our Special Exceptions and she
amended her petition alleging the amount she sought in damages along with
certain other pleading requirements.   The pre-lawsuit demand was
for payment of $15,785.   Trial was held on this matter in
November 2007.  On December 31, 2007 the court awarded Deanna S.
Slater the sum of $3,400 and $5,000 to her attorneys. We recorded the amount of
$8,400 in our Financial Statements as of December 31, 2007 and September 30,
2008.
 
 B)
Consulting Agreements
  Gary Kimmons.On
January 1, 2008, eDoorways entered into a three year employment agreement with
Gary Kimmons, to act as the CEO and President of the Corporation.  The
agreement will automatically extend at the end of the 3 year term, unless
notification is given by either party to terminate.  Compensation was
set and authorized by the  Board of Directors and agrees to compensate
Mr. Kimmons in the following manner: a) Monthly salary of $25,000 (annual salary
of $300,000); b) $60,000 annual cash bonus representing 20% of Executive's
annual base salary (executive may elect to receive bonus in  the form
of common stock rather than a cash payment); c) Company will issue 30,000,000
(thirty million) shares of restricted common stock to the Kimmons Family
Partnership, LTD, as a reward for Mr. Kimmons' accomplishments related to the
EDOORWAYS initiative in 2007; and, d) EDoorways will issue 750,000 (seven
hundred fifty thousand) shares of Series C convertible preferred stock (See Note
6 – STOCKHOLDER’S EQUITY) to be issued in the name of The Kimmons Family
Partnership, LTD as a signing bonus to be given to Executive at the time the
employment agreement was executed on January 1, 2008.
 
 -10-
 The
30,000,000 shares of restricted common stock were valued at $270,000, and the
750,000 shares of Series C convertible preferred stock were valued at $105,000,
based on the market value of the stock on the date of issuance.  The
Series C convertible preferred stock was valued using a market value equivalent
of twenty shares of common stock.  eDoorways recorded the value of the
common and preferred stock as compensation expense.
 
 During
the nine months ended September 30, 2008, Mr. G. Kimmons received an additional
4,062,500 shares of common stock and $29,675 in cash in partial settlement of
amounts owed under this contract.  As of September 30, 2008, accrued
compensation and expense reimbursements of $218,743 were included in accrued
expenses to related parties.
 
 Lance Kimmons.On
January 1, 2008, we entered into a one year consulting services agreement with
Lance Kimmons (a director of eDoorways) to assist with operations and business
development of eDoorways.  Mr. L. Kimmons will also serve on the board
of directors for the year 2008, and will receive the monthly director
compensation of $2,500 per month, in addition to a $7,000 per month fee for
consulting services in relation to the business development aspect of the
contract.  During the nine months ended September 30, 2008, Mr. L.
Kimmons received 11,250,000 shares of common stock and $5,000 in cash in partial
settlement of amounts owed under this contract.  As of September 30,
2008, accrued compensation of $54,500 was included in accrued expenses to
related parties.
  Kathryn
Kimmons.On January 1, 2008, eDoorways entered into a
non-employee director agreement with Kathryn Kimmons (a related party) to serve
on the Board of Directors for the year 2008 and receive monthly director
compensation of $2,500.  During the nine months ended September 30,
2008, Ms. Kimmons received 6,375,000 shares of common stock and $9,500 in cash
in partial settlement of amounts owed under this contract.  As of
September 30, 2008, accrued director compensation of $47,800 was included in
accrued expenses to related parties.
  Ajene Watson.On
March 10, 2008, we entered into a consulting agreement with Ajene Watson, an
individual consultant in New York, who is charged with establishing an
entertainment vertical service offering as a component of
eDoorways.  The agreement had an initial "trial" period of 90 days and
converted to a month-to-month agreement thereafter. Ajene Watson and his
affiliates received, upon execution of the agreement, a retainer of $150,000 in
form of a non-refundable cash retainer of $5,000; a non- refundable equity
retainer of $105,000 in free trading common stock at a price of
$0.0025 per share or 42,000,000 share s and a non-refundable equity
retainer of $45,000 in restricted common stock at a price of $0.005 per share or
9,000,000 shares, according to the share values stipulated in the agreement. The
agreement was executed on March 10, 2008 and approved by the Board on March 11,
2008.
 
 eDoorways
valued those shares at the then current fair value of the equity of $0.005 a
share on March 11, 2008 or $255,000 in aggregate. This amount was recorded as
stock compensation expense during the 90 days following March 11,
2008.
 
 Beginning
April 1, 2008, eDoorways shall pay Ajene Watson a monthly compensation of
$50,000 on the first business day of each month. The payment shall be made as
follows:
 
 1.
              58%
      or $29,000 of the monthly compensation shall be paid in the form
      of Restricted Common Stock determined based on a 10% discount from
      the day’s prior closing bid price. Such compensation is not to exceed
      5,800,000 shares or calculate lower than a per share price of $0.005. If
      the per share price of the Compensation equates to less than $0.005,
      the Company shall issue the maximum shares of 5,800,000 and pay
      the deficit in cash within 30 days. The first payment was due on April 1,
      2008
 
 2.
              39%
      or $19,500 of the monthly compensation shall be in the form of eDoorways’
      common stock on the first business day of each month. Such compensation is
      not to exceed 2,785,714 shares or calculate lower than a per share price
      of $0.007. If the per share price of the Compensation equates to less than
      $0.007, eDoorways shall issue the Maximum shares of 2,785,714 and pay
      the deficit in cash within 30 days. The first payment was due on April 1,
      2008
 
 3.
              3%
      or $1,500 of the monthly compensation shall be paid in cash on the first
      business day of each month.
 
 During
the nine months ended September 30, 2008, eDoorways issued a total of 57,779,355
shares of common stock in payment for services under the
agreement.  The shares were valued at $722,217 which was included in
general and administrative expense.  At September 30, 2008, eDoorways
owed an additional 26,029,971 shares of common stock which were valued at
$65,150 and are included in stock payable.
 
 -11-
 NOTE 6 –
STOCKHOLDERS’ EQUITY
 
 Preferred
Stock
 
 On
November 30, 2007, eDoorways amended its Articles of Incorporation to include
the following authorized shares:
 
 Number
      of authorized sharesSeries
      A Convertible Preferred Stock
              7,000,000Series
      B Convertible Preferred Stock
              1,100,000Series
      C Convertible Preferred Stock
              1,000,000Series
      D Preferred Stock
              1,000Common
      stock
              990,899,000Total
      authorized shares
              1,000,000,000
 
 The Board
of Directors is vested with the authority to fix the voting powers and other
designations of each class of stock.  The Board has not made any such
designations of the Series A and Series B Convertible Preferred
Stock.  On December 4, 2007, the Board of Directors designated that
the Series C Convertible Preferred Stock would:
 
 ·
              Carry
      voting rights five times the number of common stock
  votes;
 ·
              Carry
      no dividends;
 ·
              Carry
      liquidating preference eight times the sum available for distribution to
      common shareholders;
 ·
              Automatically
      convert after one year after issuance to 20 common shares;
    and
 ·
              Not
      be subject to reverse stock splits and other changes to the common stock
      of eDoorways.
 
 In March
2008, we issued 250,000 shares of Series C convertible preferred stock in
exchange for services and recorded consulting expense of $35,000.
 
 In
addition, in the first quarter of 2008 we issued 750,000 shares of Series C
convertible preferred shares to Gary Kimmons, our CEO.  The shares
were valued at $105,000 based on the market value of the common stock that it
could be converted into.  This amount was recorded as compensation
expense during the nine months ended September 30, 2008.
 
 Common
stock
 
 During
the nine months ended September 30, 2008, the holders of the Convertible
Debentures elected to convert principal in the amount of $5,770 into 2,700,000
shares of common stock.  This resulted in a decrease in the derivative
liability of $4,489, which represented the fair value of the embedded derivative
associated with converted principal on the date of conversion.
 
 During
the nine months ended September 30, 2008, the holders of notes payable in the
amount of $668,000 elected to convert their notes into 29,500,000 shares of
common stock valued at $832,500 at the date of conversion.
 
 During
January, 2008, eDoorways issued 30,000,000 shares of common stock to Gary
Kimmons, CEO, pursuant to his employment contract for his 2007 performance.
Those shares were valued at $270,000 and recorded as compensation expense in the
statement of operations.
 
 During
the nine months ended September 30, 2008, eDoorways issued 51,687,500 shares of
common stock to directors and officers of eDoorways and recognized compensation
expense of $441,763.
 
 During
the nine months ended September 30, 2008, eDoorways granted a total of
130,232,480 shares of common stock to various consultants for services
performed.  These shares were valued at $1,360,644 based on the market
value of the shares issued.  This amount is included in general and
administrative expenses in the statement of operations.
 
 
  -12-
  
 
 ITEM
2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.
  The
following discussion and analysis compares our results of operations for the
three and nine months ended September 30, 2008 to the same periods in
2007.  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-K/A for the year ended December 31, 2007.
 
 CAUTIONARY
STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
 
 This
Report on Form 10-Q contains forward-looking statements, including, without
limitation, statements concerning possible or assumed future results of
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-K/A for the period ended December 31, 2007 and elsewhere in this
report. Although we believe the expectations reflected in the forward-looking
statements are reasonable, they 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
 
 As of
December 31, 2007, we had callable convertible secured notes (“Convertible
Debentures”) outstanding in the principal amount of $2,246,354.  The
Convertible Debentures were issued in several tranches between April 18, 2006
and October 25, 2007.  The Convertible Debentures bore interest at
between 6.00% and 8.00%, matured between April 18, 2009 and October 25, 2010,
and were convertible into shares of our common stock at 50% of the average of
the lowest three (3) trading prices for our shares of common stock during the
twenty (20) trading day period prior to conversion.
 
 In
connection with the Convertible Debentures, we had issued warrants to purchase
10,024,081 shares of our common stock at exercise prices between $0.0001 and
$200 per share.  The warrants were issued with an initial term of
seven years.
 
 We had
previously evaluated the Convertible Debentures and the warrants under SFAS 133
"Accounting for Derivatives" and EITF 00-19 "Accounting for Derivative Financial
Instruments Indexed to and Potentially Settled in a Company's Own
Stock".  We determined the convertible debentures contained an
embedded derivative for the conversion option and the warrants qualified as free
standing derivatives.  The conversion option allows for an
indeterminate number of shares to potentially be issued upon
conversion.  This results in our being unable to determine with
certainty that we will have enough shares available to settle any and all
outstanding common stock equivalent instruments.  We would be required
to obtain shareholder approval to increase the number of authorized shares
needed to share settle those contracts.  Because increasing the number
of shares authorized is outside of our control, this results in these
instruments being classified as liabilities under EITF 00-19 and as derivatives
under SFAS 133.
 
 During
the nine months ended September 30, 2008, the holders of the Convertible
Debentures elected to convert principal in the amount of $5,770 into 2,700,000
shares of common stock.
 
  -13-
  
  During
April 2008, we received notice of default from the holders of the convertible
debentures, because we had not issued shares of common stock based on conversion
notices from the holders of the Convertible Debenutes. On August 29, 2008 and
amended January 26, 2009, we entered into a repayment agreement with the holders
of the Convertible Debentures (“New Notes”).  Under the terms of the
New Notes we will be required to make monthly payments in the following amounts
beginning April 6, 2009:
 
 Monthly
      Amount
              
              Total
      Each PeriodMonth
      1-3
              $   37,782
              
              $   113,346Month
      4-6
              53,976
              
              161,928Month
      7-12
              80,963
              
              485,778Month
      13-24
              134,939
              
              1,619,268Month
      25-36
              242,890
              
              2,914,680Total
              
              
              $  5,295,000
 
 Under the
terms of the New Notes, we will have no obligation to issue shares of our common
stock or to make any payments other than those listed above.  If we
make all payments as required, the Convertible Debentures will be considered
paid in full.  If we fail to make any payments required by the New
Notes, the New Notes will be considered to have never been executed and the
Convertible Debentures would remain in effect.
 
 We
determined that this modification of the terms of the existing debt represented
a troubled debt restructuring, because we were experiencing financial
difficulties and the lenders granted a concession to us based on a comparison of
the effective interest rate of the Convertible Debentures and the New
Notes.  We compared the total undiscounted future cash payments of the
New Notes with the carrying amount of the Convertible Debentures as of August
29, 2008 as follows:
 
 AmountPrincipal
      amount of Convertible Debentures
              $
              2,240,584Fair
      value of embedded derivative liability
              
              4,153,336Accrued
      interest on Convertible Debentures
              
              290,351Less:Unamortized
      deferred financing costs
              
              (82,954)Unamortized
      discount
              
              (1,298,627)Carrying
      amount of Convertible Debentures
              
              5,302,690Less:
      Expected future cash flow under New Notes
              
              (5,295,000)Gain
      on extinguishment of debt
              $
              7,690
 
 During
the three months ended September 30, 2008, in accordance with SFAS No. 15,
eDoorways has reduced the carrying amount of the Convertible Debentures to an
amount equal to the total future cash payments specified by the New Notes and
recognized a gain on the restructuring of debt in the amount of
$7,690.  All cash payments under the terms of the New Notes will be
accounted for as reductions of the carrying amount of the New Notes and no
interest expense shall be recognized.
 
 We
believe that the modification of the Convertible Debentures will better position
us to secure additional funding to execute our plan of operations.
 
 -14-
 Twelve
Month Plan of Operations
 
 During
the next 12 months, we will direct our resources to the development, branding,
and launch of the eDOORWAYS web service offering.  This includes both
the Business-to-Consumer (“B to C”) and Business-to-Business (“B to B”) versions
of eDOORWAYS. We will enter into strategic alliances, form joint ventures and
acquire interests in companies whose products and services integrate into the
eDOORWAYS portal.
 
 As the
transition to the eDOORWAYS business model has proceeded, we have raised $2.415
million in capital, and plan on receiving another $3 million in the first
quarter of 2009.  If the plan as outlined is achieved within 12
months, we will have raised approximately $5 million for working capital and $5
million for deployment of the B to C version of the eDOORWAYS Internet service
offering.
 
 The
corporate relationships between us, subsidiaries, joint ventures and strategic
alliances will be collaborative, but decentralized so that shared functions,
such as accounting are efficient, but existing, successful operations will
continue without significant adjustment. New operations will require significant
management and professional resources.
 
 We have
raised $2.415 million in capital, and hope to secure another $3 million in the
first quarter of 2009 for working capital.  Without this funding and
considering our current cash balance of $664, we do not have enough working
capital to continue operations.  If raised, the additional $3 million
would be allocated as follows:  $1 million will be used for completion
of the B to C version of eDOORWAYS, $500,000 for its launch starting in Austin,
Texas and the remaining balance will be used for expenses such as general and
administrative, marketing, and consulting.  The remainder of 2008 has
been devoted to testing and preparing for the soft launch of the B to C version
of the service offering, transitioning into the national launch, initiating
development of phases II and III of eDOORWAYS, and pursuing the B to B
version.
 
 A goal
has been set to raise investment capital of $10 million in 2009 through funding
acquisitions, joint ventures and strategic alliances to be used in the business
to increase working capital, boost staffing, and purchase fixed assets such as a
building and server farm.  The increase in staffing is projected to be
as follows: production - 6 employees, general and administrative - 3 employees,
sales and marketing - 6 employees.
  The $10
million of capital, if acquired, would be used as follows:
 
 (a)
              eDOORWAYS
      B to C Initial Launch in Austin ($1.5
million)
 ·
              General
      & Administrative
 ·
              Marketing
 ·
              Site
      Development & Technology
Infrastructure
 ·
              Furniture
      Fixtures & Equipment
 ·
              Facilities
      & Office
 ·
              Compensation
 ·
              Working
      Capital
 ·
              Reserve
      for Contingencies
 
 (b)
              eDOORWAYS
      B to C National Launch ($5 million)
 ·
              General
      & Administrative
 ·
              Marketing
 ·
              Site
      Development & Technology
Infrastructure
 ·
              Furniture
      Fixtures & Equipment
 ·
              Facilities
      & Office
 ·
              Compensation
 ·
              Working
      Capital
 ·
              Reserve
      for Contingencies
 
 (c)
              Retire
      outstanding notes payable ($3.5
million)
 
 Product
Development
 Our
objective is to complete testing of Phase I of the eDOORWAYS B to C web service
offering during the remainder of 2008 in preparation for a "soft launch" in
Austin, Texas by the end of January 2009.  It's also our objective
initiate development of Phases II and III of the eDOORWAYS B to C service
offering during the first quarter of 2009, with a goal of completing one or both
by the end of the 2008 calendar year.  Also, in the second quarter of
2009, we hope to complete development of a B to B version of
eDOORWAYS.
 
 Pre-launch
Organization and Planning
 Planning
and organizing activities for the establishment of Austin, Texas as the
operational headquarters of eDOORWAYS Corporation, as well as for the "soft
launch" of the B to C version must be completed in the fourth quarter of
2008.
 
 -15-
 Marketing/Deployment
of the eDOORWAYS'  "B to C" Service Offering
 Applied
Storytelling, our brand development consultant, has established an objective of
completing our B to C marketing and deployment strategy in the first quarter of
2009.
  Development
of the Brand Platform
 Applied
Storytelling has been engaged to create the eDOORWAYS brand identity, it's
positioning strategy, and platform.  These activities are scheduled to
be completed in the first quarter of 2009 in advance of our "soft
launch."
 
 Entertainment
Vertical Market Development
 Ajene
Watson, an entertainment marketing consultant in New York City, has established
a goal of creating a business plan and an operational division for the
entertainment vertical market in the first quarter of 2009.
 
 eDOORWAYS
B to C Version National Launch
 It is our
objective to execute a national launch of the B to C version of eDOORWAYS during
the first and second quarters of 2009.
 
 Recent
Events
 Gary Kimmons.On
January 1, 2008, we entered into a three year employment agreement with Gary
Kimmons, to act as the CEO and President of the Company.  The
agreement will automatically extend at the end of the 3 year term, unless
notification is given by either party to terminate.  Compensation was
set and authorized by Board of Directors and agrees to compensate Mr. Kimmons in
the following manner: a) Monthly salary of $25,000 (annual salary of $300,000);
b) $60,000 annual cash bonus representing 20% of Executive's annual base salary
(executive may elect to receive bonus in  the form of common stock
rather than a cash payment); c) Company will issue 30,000,000 (thirty million)
shares of restricted common stock to the Kimmons Family Partnership, LTD, as a
reward for Mr. Kimmons' accomplishments related to the EDOORWAYS initiative in
2007; and, d) The Company will issue 750,000 (seven hundred fifty thousand)
shares of Series C convertible preferred stock (See Note 6 – Stockholder’s
Equity) to be issued in the name of The Kimmons Family Partnership, LTD as a
signing bonus to be given to Executive at the time the employment agreement was
executed on January 1, 2008.
 
 The
30,000,000 shares of restricted common stock were valued at $270,000, and the
750,000 shares of Series C convertible preferred stock were valued at $105,000,
based on the market value of the stock on the date of issuance.  The
Series C convertible preferred stock was valued using market value of twenty
shares of common stock.  The company recorded the value of the common
stock as compensation expense at issuance.  The value of the Series C
convertible preferred stock was recorded as deferred stock compensation at the
date of issuance and is being amortized over one year.  The Company
recognized compensation expense of $78,750 related to the Series C Preferred
Stock during the nine months ended September 30, 2008.
 
 During
the nine months ended September 30, 2008, Mr. G. Kimmons received an additional
4,000,000 shares of common stock and $29,675 in cash in partial settlement of
amounts owed under this contract.  As of September 30, 2008, accrued
compensation and expense reimbursements of $218,743 were included in accrued
expenses to related parties.
 
 Lance Kimmons.On
January 1, 2008, we entered into a one year consulting services agreement with
Lance Kimmons (a director of eDoorways) to assist with operations and business
development of eDoorways.  Mr. L. Kimmons will also serve on the board
of directors for the year 2008, and will receive the monthly director
compensation of $2,500 per month, in addition to a $7,000 per month fee for
consulting services in relation to the business development aspect of the
contract.  During the nine months ended September 30, 2008, Mr. L.
Kimmons received 11,000,000 shares of common stock and $5,000 in cash in partial
settlement of amounts owed under this contract.  As of September 30,
2008, accrued compensation of $54,500 was included in accrued expenses to
related parties.
  Kathryn
Kimmons.On January 1, 2008, eDoorways entered into a
non-employee director agreement with Kathryn Kimmons (a related party) to serve
on the Board of Directors for the year 2008 and receive monthly director
compensation of $2,500.  During the nine months ended September 30,
2008, Ms. Kimmons received 2,000,000 shares of common stock and $9,500 in cash
in partial settlement of amounts owed under this contract.  As of
September 30, 2008, accrued director compensation of $47,800 was included in
accrued expenses to related parties.
  Ajene Watson.On
March 10, 2008, we entered into a consulting agreement with Ajene Watson, an
individual consultant in New York, who is charged with establishing an
entertainment vertical service offering as a component of
eDoorways.  The agreement had an initial "trial" period of 90 days and
converted to a month-to-month agreement thereafter. Ajene Watson and his
affiliates received, upon execution of the agreement, a retainer of $150,000 in
form of a non-refundable cash retainer of $5,000; a non- refundable equity
retainer of $105,000 in free trading common stock at a price of
$0.0025 per share or 42,000,000 share s and a non-refundable equity
retainer of $45,000 in restricted stock at a price of $0.005 per share or
9,000,000 shares, according to the share values stipulated in the agreement. The
agreement was executed on March 10, 2008 and approved by the Board on March 11,
2008.
 
 The
Company valued those shares at the then current fair value of the equity of
$0.005 a share on March 11, 2008 or $255,000 in aggregate. This amount was
recorded as stock compensation expense during the 90 days following March 11,
2008.
 
 -16-
 Beginning
April 1, 2008, the Company shall pay Ajene Watson a monthly compensation of
$50,000 on the first business day of each month. The payment shall be made as
follows:
 
 1.
              58%
      or $29,000 of the monthly compensation shall be paid in the form
      of Restricted Common Stock determined based on a 10% discount from
      the day’s prior closing bid price. Such compensation is not to exceed
      5,800,000 shares or calculate lower than a per share price of $0.005. If
      the per share price of the Compensation equates to less than $0.005,
      the Company shall issue the maximum shares of 5,800,000 and pay
      the deficit in cash within 30 days. The first payment was due on April 1,
      2008
 
 2.
              39%
      or $19,500 of the monthly compensation shall be in the form of the
      Company’s common stock on the first business day of each month. Such
      compensation is not to exceed 2,785,714 shares or calculate lower than a
      per share price of $0.007. If the per share price of the Compensation
      equates to less than $0.007, the Company shall issue the Maximum shares of
      2,785,714 and pay the deficit in cash within 30 days. The first
      payment was due on April 1, 2008
 
 3.
              3%
      or $1,500 of the monthly compensation shall be paid in cash on the first
      business day of each month.
 
 During
the nine months ended September 30, 2008, the Company issued a total of
49,223,611 shares of common stock in payment for services under the
agreement.  The shares were valued at $441,000 which was included in
general and administrative expense.  At September 30, 2008, the
Company owed an additional 26,029,971 shares of common stock which were valued
at $65,150 and are included in stock payable.
 
 During
the nine months ended September 30, 2008, we have issued promissory notes to
various individuals for loans to obtain operating cash.  The amounts
of these notes total $30,800.
 
 Off-Balance
Sheet Arrangements
 
 None.
 
 Critical
Accounting Policies
  Our
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues and expenses.
Note 3 of the Notes to the Financial Statements describes the significant
accounting policies used in the preparation of the financial statements. Certain
of these significant accounting policies are considered to be critical
accounting policies, as defined below. We do not believe that there have been
significant changes to our accounting policies during the period ended September
30, 2008, as compared to those policies disclosed in the December 31, 2007
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 financial statements as
soon as they became known. Based on a critical assessment of our accounting
policies and the underlying judgments and uncertainties affecting the
application of those policies, management believes that our financial statements
are fairly stated in accordance with accounting principles generally accepted in
the United States, and present a meaningful presentation of our financial
condition and results of operations. We believe the following critical
accounting policies reflect our more significant estimates and assumptions used
in the preparation of our financial statements:
  Use of
Estimates -These consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
and, accordingly, require management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Specifically, our management has estimated variables used
to calculate the Black Scholes and binomial lattice model calculations used to
value derivative instruments discussed below under "Valuation of Derivative
Instruments". In addition, management has estimated the expected economic life
and value of our licensed technology, our net operating 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.
  -17-
 RESULTS
OF OPERATIONS
 
 THREE
MONTHS ENDED SEPTEMBER 30, 2008 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER
30, 2007.
 
 
 There
were no revenues for the three months ended September 30, 2008 or
2007.
 
 We had
operating expenses of $444,115 for the three months ended September 30, 2008
compared to $260,931 for the comparative period of 2007. The primary reason for
this increase was due to the increase in equity compensation to various
employees and consultants for services and professional fees.
 
 We had
interest expense of $238,379 during the three months ended September 30, 2008 as
compared to $187,410 for the comparative period of 2007. The interest was
accrued on our unpaid accounts payable, accrued expenses and notes payable. The
increase in interest expenses was the result of the increase in debt for the
period ended September 30, 2008.  Interest expense for the 2008 period
also includes the amortization of deferred financing cost of $38,725 and
amortization of notes payable discounts of $162,515 through August 29, 2008 when
the convertible debt was restructured.
 
 Our net
income was $7,370,639 during the three months ended September 30, 2008 compared
to $532,272 in the comparable period of 2007. This increase in our net income
was due to the increase in the gain on the derivative liability of
$7,064,830.
 
 NINE
MONTHS ENDED SEPTEMBER 30, 2008 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 2007.
 
 
 There
were no revenues for the nine months ended September 30, 2008 or
2007.
 
 We had
operating expenses of $3,473,721 for the nine months ended September 30, 2008
compared to $872,114 for the comparative period of 2007. The primary reason for
this increase was due to the increase in equity compensation to various
consultants for services and professional fees.
 
 We had
interest expense of $786,108 during the nine months ended September 30, 2008 as
compared to $528,747 for the comparative period of 2007. The interest was
accrued on our unpaid accounts payable, accrued expenses and notes payable. The
increase in interest expenses was the result of increase in debt for the period
ended September 30, 2008.  Interest expense for the 2008 period also
includes the amortization of deferred financing cost of $132,732 and the
amortization of deferred financing costs of $517,653 through August 29, 2008
when the convertible debt was restructured..
 
 Our net
loss was $5,782,954 during the nine months ended September 30, 2008 compared to
$1,042,688 incurred in the comparable period of 2007. This increase in our net
loss was due to an increase in equity compensation to various employees and
consultants for services and professional fees and an increase in the loss on
our derivative liability of $1,724,488.
 
 
 ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 Not
applicable.
 
 ITEM
4T CONTROLS AND PROCEDURES.
 
 (a)  Evaluation
of Disclosure Controls and Procedures.
 
  Under the
supervision and with the participation of our Chief Executive Officer (CEO) and
Chief Financial Officer (CFO), we have evaluated the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934 (the “Act”)) as of September 30, 2008.
Based on this evaluation, our CEO and CFO concluded that, as of September 30,
2008, our disclosure controls and procedures were not effective. This conclusion
was based on the existence of the material weaknesses in ourinternal control over financial reporting
previously disclosed and discussed below.
  No
changes in ourinternal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) occurred during the fiscal quarter ended September 30, 2008 that
have materially affected, or are reasonably likely to materially affect,
ourinternal control over
financial reporting.
  A
material weakness is a deficiency, or a combination of deficiencies, ininternal 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.
  As
previously disclosed in our Annual Report on Form 10-K/A for the fiscal year
ended December 31, 2007, we identified and continue to have the following
material weakness in our internal controls over financial
reporting:
 
 Lack of
segregation of duties and technical accounting expertise. 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 and hence our controls over the
selection and application of accounting policies in accordance with generally
accepted accounting principles were inadequate and constitute a material
weakness in the design of internal control over financial reporting.  This
weakness is due to the Company’s lack of working capital to hire additional
staff.
 
 -18-
 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 accrued
in our financial statements under the heading "accrued expenses" on August 31,
1999 in the amount of $326,943 representing past and future rentals under a
lease agreement, together with $7,500 in attorney's fees and post judgment
interest at 10% per annum until paid. Credit towards the judgment was ordered
for sale of personal property by the Sheriff or Constable. We believe the
personal property sold for approximately $28,000. To the extent that the
property was leased during the unexpired term, it is possible that there would
be a mitigation of the damages claim in our favor. We believe that some or all
of the space was subsequently rented approximately 90 days later. The remaining
$306,443 has been accrued in our financial statements under the heading "accrued
expenses."
 
 Deanna S.
Slater.  On August 31, 2006, Deanna S. Slater, an independent
contractor formerly with M Power Entertainment, Inc., brought suit in County
Civil Court at Law Number Four in Harris County, Texas, Docket Number 872,560,
alleging breach of contract, quantum meruit, promissory estoppel and for
attorney's fees.  No specific dollar amount was claimed by Ms. Slater
but the court on December 29, 2006 granted our Special Exceptions and she
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.   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 recorded the amount of
$8,400 in our Financial Statements as of December 31, 2007 and September 30,
2008.
 
 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
 
 The
following securities were issued by eDoorways during the three month period
ended September 30, 2008 and were not registered under the Securities
Act.
 
 During
the three months ended September 30, 2008, we issued 100,000 shares of common
stock upon conversion of Convertible Debentures in the amount of
$600.
 
 During
the three months ended September 30, 2008, we granted a total of 38,488,680
shares of common stock to our officers and consultants for services
performed.
 
  ITEM 3.
DEFAULT UPON SENIOR SECURITIES
 
 None
 
 
 ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
 
 None
 
 
 ITEM 5.
OTHER INFORMATION
 
 The
following table lists the conversions of debt into common shares on various date
and principle amount converted:
  Type
              
              Date
              Shares
      per conversion notice
              Conversion
      Price
              Principle
      ConvertedAJWP
              AJW
      Partners LLC
              8/26/08
              11,100
              0.006
              67AJWP
              AJW
      Partners LLC
              8/26/08
              28,500
              0.006
              171AJWO
              AJW
      Offshore Ltd
              8/26/08
              59,050
              0.006
              354AJWQP
              AJW
      Qualified Partners
              8/26/08
              1,350
              0.006
              8100,000
              
              $   600
 -19-
 ITEM6.  EXHIBITS
 
 List of
Exhibits attached or incorporated by reference pursuant to Item 601 of
Regulation SB.
 
 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).
 
 
 SIGNATURES
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
 
 Date:
      February 9, 2009eDOORWAYS
      CORPORATION/s/
      Gary KimmonsGary
      KimmonsChief
      Executive Officer and Principal Accounting
  Officer