UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549








Form
10-Q/A


(Amendment
No.1)





x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.
              For the quarter ended March 31, 2008o
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT
      OF 1934












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.


Yes x  No o








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
|_|                                                       Accelerated
filer |_|


Non-accelerated
filer |x|       (Do not check if a smaller
reporting company)


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 |_|  No |X|













EXPLANATORY NOTE








On May
20, 2008, we filed our Form 10-Q without a review by an independent account in
accordance with professional standards for conducting such
reviews.  The required review was completed on July 3, 2008 and the
required Report of Independent Registered Public Accounting Firm is included
herein.





Subsequent
to the filing of our Form 10-Q, the Board of Directors of eDOORWAYS Corporation
concluded that we are required to restate our previously issued non reviewed
financial statements for the quarter ended March 31, 2008.  Management
identified various places where corrections were necessary in its 2008 financial
statements and determined that a restatement was necessary (see NOTE
1A).  As a result of the Board’s decision and the aforementioned
revisions to our financial statements, our previously issued financial
statements for the quarter ended March 31, 2008 (which were included in our
Quarterly Report on Form 10-Q) should no longer be relied upon. Restated
financials for the quarter ended March 31, 2008 are included
herein.





Other
than the foregoing items, no part of the Quarterly Report on Form 10-Q initially
filed on May 20, 2008 is being amended, and the filing of this Amended Quarterly
Report on Form 10-Q/A should not be understood to mean that any other statements
contained therein are untrue or incomplete as of any date subsequent to May 20,
2008.










































































eDOORWAYS
CORPORATION





FORM
10-Q/A





FOR THE
QUARTER ENDED MARCH 31, 2008





INDEX





PAGEPART
      I.
            FINANCIAL
      INFORMATIONItem 1.
            Financial
      StatementsBalance
      Sheet as of March 31, 2008 (unaudited) and December 31,
    2007
            3Statement
      of Operations for the Three Months Ended March 31, 2008 (unaudited) and
      2007 (unaudited)
            4Statement
      of Cash Flow for the Three Months Ended March 31, 2008 (unaudited) and
      2007 (unaudited)
            5Notes
      to Financial Statements (unaudited)
            6Item
      2.
            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
            13Item
      3.
            Quantitative
      and Qualitative Disclosures about Market Risk
            18Item
      4T
            Control
      and Procedures
            18PART
      II.
            OTHER
      INFORMATIONItem
      1.
            Legal
      Proceedings
            19Item
      2.
            Unregistered
      Sales of Equity Securities
            19Item
      3.
            Default
      Upon Senior Securities
            20Item
      4.
            Submission
      of matters of a Vote of Securities Holders
            20Item
      5.
            Other
      Information
            20Item
      6.
            Exhibits
            24SIGNATURES
            24











PART
I - FINANCIAL INFORMATION





ITEM 1.  FINANCIAL
STATEMENTS





eDOORWAYS
      CORPORATIONBALANCE
      SHEETSMarch
      31,
            
            
            December
      31,2008
              (Restated)
            
            
            2007(Unaudited)ASSETSCURRENT
      ASSETSCash
            
            $
            677
            
            
            $
            45,647OTHER
      ASSETSFixed
      Assets, net of accumulated depreciation of $1,799 and $1,660,
      respectively
            
            
            3,750
            
            
            
            3,889Deferred
      Financing Costs, net of accumulated amortization of $253,967 and $218,052,
      respectively
            
            
            179,434
            
            
            
            215,686Deposits
            
            
            2,000
            
            
            
            9,211TOTAL
      ASSETS
            
            $
            185,861
            
            
            $
            274,433LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      Payable - Trade
            
            $
            491,845
            
            
            $
            450,651Accrued
      Expenses
            
            
            1,060,154
            
            
            
            1,000,429Notes
      Payable and Accrued Interest
            
            
            182,748
            
            
            
            176,158Convertible
      Debentures 6%, net of discount of $1,623,768, and $1,821,748
      respectively
            
            
            617,416
            
            
            
            434,826Convertible
      Debenture Derivative Liability
            
            
            5,596,681
            
            
            
            2,805,523,TOTAL
      LIABILITIES
            
            
            7,948,844
            
            
            
            4,867,587STOCKHOLDERS'
      DEFICITSeries
      C Preferred Stock, $0.001 par value per share; 1,000,000 shares authorized
      and 1,000,000 shares issued, respectively
            
            
            1,000
            
            
            
            -Series
      D Preferred Stock, $0.001 par value per share; 1,000 shares authorized
      1,000 and 1,000 shares issued, respectively
            
            
            1
            
            
            
            1Common
      Stock, $0.001 par value per share; 1,000,000,000 shares authorized;
      100,559,469 and 13,318,344 shares issued and outstanding,
      respectively
            
            
            138,309
            
            
            
            13,318Additional
      Paid-In Capital
            
            
            63,700,581
            
            
            
            62,818,788Deferred
      Stock Compensation
            
            
            (277,084)Accumulated
      Deficit
            
            
            (71,325,790
            )
            
            
            (67,425,261
            )Total
      Stockholders' Deficit
            
            
            (7,762,983
            )
            
            
            (4,593,154
            )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
            
            $
            185,861
            
            
            $
            274,433





SEE NOTES
TO UNAUDITED FINANCIAL STATEMENTS












eDOORWAYS
      CORPORATIONSTATEMENTS
      OF OPERATIONS(unaudited)Three
      Months March 31,2008
            
            2007(Restated)OPERATING
      EXPENSESDepreciation
      and amortization
            $
            139
            
            $
            139Compensation
      expense
            
            479,992
            
            
            130,000Professional
      fees
            
            7,783
            
            
            107,913General
      and administrative
            
            336,641
            
            
            45,556Total
      operating expense
            
            824,555
            
            
            283,608LOSS
      FROM OPERATIONS
            
            (824,555)
            
            
            (283,608)OTHER
      INCOME (EXPENSES)Interest
      expense and loan discount fee
            
            (273,327)
            
            
            (160,590)Gain/(Loss)
      on derivative liability
            
            (2,795,647)
            
            
            665,619Gain
      /(Loss) on debt settlement
            
            (7,000)Total
      other income (expenses)
            
            (3,075,974)
            
            
            505,029NET
      INCOME (LOSS)
            $
            (3,900,529)
            
            $
            221,421BASIC
      INCOME ( LOSS) PER SHARE
            $
            ( 0.06)
            
            $
            0.01DILUTED
      (LOSS) PER SHARE
            
            (0.06)
            
            
            (0.00)BASIC
      WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
            
            65,569,806
            
            
            28,509,978DILUTED
      WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
            
            65,569,806
            
            
            2,885,652,835





SEE NOTES
TO UNAUDITED FINANCIAL STATEMENTS















eDOORWAYS
      CORPORATIONSTATEMENTS
      OF CASH FLOW(unaudited)Three
      Months Ended March 31,2008
            
            
            2007(Restated)CASH
      FLOWS FROM OPERATING ACTIVITESNet
      income (loss)
            
            $
            (3,900,529)
            
            
            $
            221,421Adjustments
      To Reconcile Net Income (Loss) To Cash(Used
      In) Operating ActivitiesDepreciation
      and Amortization Expense
            
            
            139
            
            
            
            139Amortization
      of offering costs
            
            
            36,252
            
            
            
            -Amortization
      of note payable discount
            
            
            187,760
            
            
            
            160,590Common
      Stock And Warrants Issued For Services
            
            
            711,041
            
            
            
            -Change
      in fair value of derivative
            
            
            2,795,647
            
            
            
            (665,619
            )Loss
      on conversion of note payable
            
            
            7,000
            
            
            
            -Cancellation
      of Stock issued for services
            
            
            
            
            
            
            (29,000
            )Changes
      In Operating Assets And Liabilities:
            
            
            -
            
            
            
            -Other
      Current Assets
            
            
            7,211
            
            
            
            6,764Accounts
      Payable And Accrued Expenses
            
            
            105,509
            
            
            
            25,924Net
      Cash Used In Operating Activities
            
            
            (49,970
            )
            
            
            (279,783
            )CASH
      FLOWS FROM INVESTING ACTIVITIESNet
      Cash Used In Investing Activities
            
            
            -
            
            
            
            -CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      From Issuance Of New Debt
            
            
            5,000
            
            
            
            148,500Net
      Cash Provided By Financing Activities
            
            
            5,000
            
            
            
            148,500-
            
            
            
            -NET
      INCREASE (DECREASE) IN CASH
            
            
            (44,970
            )
            
            
            (131,283
            )CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
            
            
            45,647
            
            
            
            728,393CASH
      AND CASH EQUIVALENTS, END OF PERIOD
            
            $
            677
            
            
            $
            597,110NON
      CASH INVESTING AND FINANCINGConversion
      of Derivative Liability
            
            
            $4,489
            
            
            
            $111,044Conversion
      of Note Payable into Equity
            
            
            $8,170
            
            
            
            $52,894








SEE NOTES
TO UNAUDITED FINANCIAL STATEMENTS













eDOORWAYS CORPORATION


Notes to
Financial Statements


March 31,
2008


(unaudited)





NOTE 1 - BASIS OF
PRESENTATION




The
accompanying interim financial statements of eDOORWAYS CORPORATION 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 CORPORATION latest Annual Report filed with
the SEC on Form 10-K. 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, 2007, as reported in Form 10-K, have been
omitted.





Recent Accounting
Pronouncements





In
March 2008, the Financial Accounting Standards Board, or FASB, issued FAS
No. 161 "Disclosures
about Derivative Instruments and Hedging Activities-An amendment of FASB
Statement No. 133". This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and
(c) how derivative instruments and related hedged items affect an entity's
financial position, financial performance, and cash flows. This Statement is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008  with early application encouraged.
The Company has not yet adopted the provisions of FAS No. 161, but does not
expect it to have a material impact on its financial position, results of
operations or cash flows.






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












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






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


NOTE 1A-
RESTATEMENT





Due to
the lack of review by Independent accounting firm for the  financial
statements filed with the SEC on May 20, 2008 for the period ended March 31,
2008 , the Company is  restating its financial statements as of and
for the three months ended March 31, 2008 for the followings:





1.
            Reclass
      common shares issued to officer valued at $270,000 from deferred
      compensation to compensation expenses as they were issued for past
      performance.


2.
            Reclass
      common stock issued to consultants for retainer from deposit to deferred
      stock compensation and revalued those shares based on fair value of
      $67,500 and $45,000 of which were expensed as services have been perform.
      Those shares were previously valued at $150,000 based on the terms of the
      contract.


3.
            Reclass
      Series C Preferred Stock issued to consultants valued at $35,000 from
      deferred financing cost to consulting
expense.


4.
            Reclass
      rent deposit of $7,211 to rent expense for expenses
    incurred.


5.
            Accrue
      first quarter bonuses of $15,000 to officer based on the employment
      contract.


6.
            Record
      common shares granted but not issued to officers and consultants during
      March 2008 for past performance. Those shares were valued at
      a  total
of  $323,125.


7.
            Correct
      error in the calculation of unamortized debt discount and accordingly
      record additional related interest expense of
  $60,003.


8.
            Record  37,750,000
      shares of common stock  granted for retainer but not issued as
      outstanding.
















The
effects of these restatements as of and for the three months ended March 31,
2008 are as follows:





Previously
            
            
            ASReported
              $
            
            
            Restated
              $(Unreviewed)
            
            
            (Unaudited)Balance
      Sheet Items - March 31, 2008Deferred
      Compensation
            
            
            241,875
            
            
            
            -Deferred
      financing cost
            
            
            158,762
            
            
            
            179,434Deposit
            
            
            159,211
            
            
            
            2,000Total
      Assets
            
            
            564,275
            
            
            
            185,861Accrued
      Expenses
            
            
            1,045,154
            
            
            
            1,060,154Notes
      Payable and Accrued Interests
            
            
            180,748
            
            
            
            182,748Convertible
      Debentures net of discount
            
            
            557,412
            
            
            
            617,416Total
      Liabilities
            
            
            7,871,841
            
            
            
            7,948,844Accumulated
      Deficit
            
            
            (70,714,332
            )
            
            
            (71,325,790
            )Total
      stockholders' equity
            
            
            (7,307,566
            )
            
            
            (7,762,983
            )Statement
      of Operations Items - March 31, 2008Compensation
      Expense
            
            
            152,367
            
            
            
            479,992General
      and administrative
            
            
            64,139
            
            
            
            336,641Interest
      expense and loan discount fee
            
            
            268,996
            
            
            
            273,327Net
      loss
            
            
            (3,289,071
            )
            
            
            (3,900,529
            )Net
      loss per common share-basic and diluted
            
            
            (0.00
            )
            
            
            (0.06
            )








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 – CASH AND CASH
EQUIVALENTS





Cash in
excess of daily requirements is invested in time deposits and  is
included in the accompanying balance sheets at fair value. eDOORWAYS considers
deposits that can be redeemed on demand and investments that have original
maturities of less than three months, when purchased, to be cash
equivalents.

















NOTE 4- INCOME
TAX





eDOORWAYS  recognizes
deferred tax assets and liabilities based on differences between the financial
reporting and tax bases of assets and liabilities using the enacted tax rates
and laws that are expected to be in effect when the differences are expected to
be recovered.  eDOORWAYS provides a valuation allowance for deferred
tax assets for which it does not consider realization of such assets to be more
likely than not.





NOTE 5 – BASIC AND DILUTED
NET LOSS PER SHARE





Basic and
diluted net loss per share calculations are presented in accordance with
Financial Accounting Standards Statement 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. Basic and diluted loss per share are the same as the effects are
anti-dilutive in 2008.





NOTE 6 – NOTE
PAYABLE





During
February 2008, the Company issued two promissory notes to private investors for
$2,000 and $3,000 respectively. The notes were collateralized by 666,666 shares
of the Company’s common stock and 1,000,000 shares of the Company’s common stock
respectively. Both notes carry no interest.   The holder of the
$3,000 promissory note has converted the debt into 1,000,000 shares of common
stock during the same month as full repayment.





NOTE 7 - 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.





eDOORWAYS
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
eDOORWAYS 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 eDOORWAYS 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, 2008 was determined as
follows:





Face
      value of notes
            $
            2,241,184Less:
      Discount for fair value of derivatives
            $
            (1,623,768)Carrying
      value at March 31, 2008
            $
            617,416











The fair
values and changes in the derivative liabilities are as follows:




December
      31, 2007
            
            March
      31, 2008
            
            Gain/(Loss)Embedded
      derivative -
            $
            2,715,417
            $
            5,596,681
            $
            (2,881,264)Freestanding
      derivative
            $
            90,106
            $
            0
            $
            90,106Fair
      value of derivatives in excess of proceeds at inception
            $
            
            $
            
            $
            (4,489)Totals
            $
            2,805,523
            $
            5,596,681
            $
            (2,795,647)





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





Volatility
            445%Discount
      Rate
            2.88%Term
      in years
            6Warrant
      Date
            March
      30,2007Exercise
      price
            3.2000Stock
      price
            $0.007








During
the first quarter of 2008, eDOORWAYS has issued 2,600,000 shares of its common
stock to retire $5,170 of convertible notes. The Company is currently in default
with the lenders and the convertible debts have become demand notes and recorded
as current liabilities in the balance sheet.





During
April 2008, eDOORWAYS received notice of default from the holders of its
convertible debentures. The Company is in talks to resolve the outstanding
issues surrounding the default with the lenders while seeking financing from
other sources.





On
February 5, 1,000,000 shares of common stock were issued to an individual to
retire promissory notes of $3,000. The shares were valued at the fair value on
the date of settlement of $0.01 per share. As a result, the Company recognized a
loss on debt settlement of $7,000. The principal amount of  the note
is $3,000 and carries no interest. The  note is collateralized
by  1,000,000 shares of common stock, the holder has the option of
converting the shares into common stock or receive cash payment. The holder has
converted the 1,000,000 shares into common stock in February and the note is
considered paid in full.














NOTE 8 - 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 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 $15,785.25.   Trial was had on this
matter in November 2007.  On December 31, 2007 the court awarded
Deanna S. Slater the sum of $3,400 and $5,000 to her attorneys. We recorded the
amount of $ 8,400 in our Financial Statements as of December 31,2007 and March
31,2008.








B) Consulting
Agreements




On
January 1, 2008, a one year consulting services agreement was entered into with
Lance Kimmons (a related party) to assist with operations and business
development of eDOORWAYS.  Mr. L. Kimmons will also serve on the board
of directors for the year 2008, and will receive the monthly director
compensation of $2,500 per month, in addition to a $7,000 per month fee for
consulting services in relation to the business development aspect of the
contract.




On
January 1, 2008, the Company entered into a three year employment agreement with
Gary Kimmons, to act as the CEO and President of the Corporation.  The
agreement will automatically extend at the end of the 3 year term, unless
notification is given by either party to terminate.  Compensation was
set and authorized by Board of Directors and agrees to compensate Mr. Kimmons in
the following manner: a) Monthly salary of $25,000 (annual salary of $300,000);
b) $60,000 annual cash bonus representing 20% of Executive's annual base salary
(executive may elect to receive bonus in  the form of common stock
rather than a cash payment); c) Company will issue 30,000,000 (thirty million)
shares of restricted common stock to the Kimmons Family Partnership, LTD, as a
reward for Mr. Kimmons's 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 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 Series C convertible preferred stock shall have super
voting rights equal to 5 shares of common stock for each share of Series C
convertible preferred.





The
30,000,000 shares of restricted common stock were valued at $270,000 and the
750,000 Series “C” convertible preferred stock were valued at $105,000. The
company recorded both transactions as compensation expense.












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 has an initial "trial" period of 90 days and
converts 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 a share or 42,000,000  share s and a non-refundable
equity retainer of $45,000 in restricted Securities at a price of $0.005 per
share or 9,000,000 shares. The agreement was executed on  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 which
is $0.005 a share on March 11, 2008 or $255,000 in aggregate. The Company
deferred $198,334 as unearned compensation and expensed the remaining $56,666 to
statement of operations.








Beginning
April 1, 2008 , the Company shall pay Ajene Watson a  monthly
compensation of $50,000 (fifty thousand) dollars on the 1st
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 Stock at 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 is 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 is 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.





The
Company issued a total of 13,250,000 shares of free trading common stock
pursuant to the agreement as retainer fees and the shares were valued at
$67,500. The Company recorded $45,000 of which as expenses for services
performed.





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
















NOTE 9 - COMMON
STOCK





Investors
exercised their conversion rights for 2,600,000 shares of eDOORWAYS common
stock, par value $.001, at the conversion prices ranging from $0.002 to $0.00199
which reduced the convertible debentures by $5,170 and the derivative liability
by $4,489.





During
January, 2008, the Company issued 30,000,000 shares of common  shares
to CEO/CFO Gary Kimmons  pursuant to his employement contract for his
2007 performance. Those shares were valued at $270,000 and recoreded as
compensation expenses in the statement of operations.





On
February 5, 2008, 1,000,000 shares of common stock were issued to an individual
to retire promissory notes of $3,000. The shares were valued at the fair value
on the date of settlement of $0.01 per share. As a result, the Company
recognized a loss on debt settlement of $7,000 in the statement of
operations.





During
March 2008, the Company issued a total of 13,250,000 to an outside consultant
Ajene Watson as retainer pursuant to his consulting agreement executed
on  March 10, 2008. The shares were valued at the fair value of the
stock at the grant date which amount to $66,250 and  $22,083 was
recorded as deferred stock compensation in the equity section of the balance
sheet and $44,167 as expenses for services performed.





Pursuant
to the consulting contract with AJENE Watson, the Company granted a total of
51,000,000 shares of common stock to satisfy the  retainer of
$150,000. 13,250,000 shares were issued in March and valued at the then current
fair value of $66,250. Accordingly, the Company recorded the remaining
37,750,000 shares granted as outstanding even though they have been issued
valued them at $188,750. $62,917 was recorded as unearned compensation and
$125,833 was expensed to statement of expenses.





During
March 2008, the Company granted a total of 40,390,625 shares of common stock to
its officers and consultants for services performed and those were issued in
April and valued at  $323,125. The Company accounted for those shares
as outstanding and recorded $173,625 of the total value as consulting expenses
and $149,500 as compensation expense in the statement of
operations.





NOTE10– GOING
CONCERN





These
financial statements have been prepared on a going concern basis. eDOORWAYS has
not generated any revenue   since inception and is unlikely to
generate revenue in the immediate or foreseeable future. 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’s  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 11 - SUBSEQUENT
EVENTS





On May 8,
2008, EDOORWAYS executed a Drawdown Equity Financing Agreement with Fairhill
Capital to issue and sell to the Investor that number of shares of the Company's
common stock, par value $0.001 per share, which can be purchased pursuant to the
terms of the Drawdown Equity Financing Agreement for an aggregate purchase price
of up to $10,000,000.  To induce the investor to execute and deliver
the Drawdown Equity Financing Agreement, the company has agreed to prepare and
file an SEC Registration Statement on Form S-1 no later than 45 calendar days
from the date of execution.





During
March and April, 2008, the company issued 63,474,005 common shares to
consultants related to Ajene Watson agreement previously discussed to establish
entertainment components for eDOORWAYS. Pursuant to the agreement, the Company
shall pay Ajene Watson a  monthly compensation of $50,000 (fifty
thousand) dollars on the 1st
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 Stock at 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 is 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 is 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.








The
contract can be terminated with a 60 days written notice by either party at any
time after the 90 days trial period which starts on March 10, 2008. Upon
termination, the Company shall remain obligated to pay for any compensation
earned and expenses incurred by AWATSON through the termination
date.





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





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





During
April 2008, eDOORWAYS received notice of default from the holders of its
convertible debentures. The Company is in talks to resolve the outstanding
issues surrounding the default with the lenders while seeking financing from
other sources.





During
the first five months of 2008, we have issued promissory notes to various
individuals for loans to obtain operating cash.  The amounts of these
notes total $16,200. In addition, the Company’s shareholder has advanced $20,000
to the Company.












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, 2008 to the same period 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-KSB 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-KSB 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





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.





eDOORWAYS
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
derivatives under SFAS 133.












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 B to C and B to B versions of eDOORWAYS. We will enter into strategic
alliances, form joint ventures and acquire interests in companies whose products
and services integrate into the eDOORWAYS portal.





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





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





We have
raised $2.415 million in capital, and hope to secure another $3 million in July
2008 for working capital.  Without this funding, with our current cash
balance of $677, 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 next four months are devoted to the
testing and soft launch of the B to C version of the service offering, with the
remainder of 2008 dedicated to transitioning into the national launch,
initiating development of phases II and III of eDOORWAYS, and pursuing the B to
B version.





A goal
has been set to raise investment capital of $10 million in 2008 through funding
acquisitions, joint ventures and strategic alliances to be used in the business
to increase working capital, boost staffing, and purchase fixed assets such as a
building and server farm.  The increase in staffing is projected to be
as follows: production - 6 employees, general and administrative - 3 employees,
sales and marketing - 6 employees.




















The
$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 Convertible Notes ($3.5 million)





Product
Development


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





Pre-launch
Organization and Planning


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





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


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
















Development
of the Brand Platform


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





Entertainment
Vertical Market Development


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





eDOORWAYS
B to C Version National Launch


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








Recent
Events


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





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





On
January 1, 2008, a one year consulting services agreement was entered into with
Lance Kimmons to assist with operations and business development of
eDOORWAYS.  Mr. L. Kimmons will also serve on the board of directors
for the year 2008, and will receive the monthly director compensation of $2,500
per month, in addition to a $7,000 per month fee for consulting services in
relation to the business development aspect of the contract.





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





On
February21, 2008 , 1,000,000 shares of common stock were issued to an individual
to retire a $3,000  promissory note. The share price on the day of
conversion is $0.01 and the Company recognized a loss on debt settlement of
$7,000.





On March
3, 2008, we issued performance bonuses to consultants in the form of an issuance
of common stock totaling 20,453,125 shares with an aggregate value of
$163,625.





On March
3, 2008, the company issued 18,687,500 shares of its common stock as
compensation in lieu of $149,500 in cash owed to its key affiliates for work
performed from the period of January 1, 2007 through February 28,
2008.





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












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





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





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





During
April 2008, eDOORWAYS received notice of default from the holders of its
convertible debentures. The Company is in talks to resolve the outstanding
issues surrounding the default with the lenders while seeking financing from
other sources.





During
the first five months of 2008, we have issued promissory notes to various
individuals for loans to obtain operating cash.  The amounts of these
notes total $16,200. In addition, the Company’s shareholder has advanced $20,000
to the Company.





Liquidity


During
the three months ended March 31, 2008, we used cash of $49,970 in our operations
compared to using $279,783 in the comparative quarter of 2007.  We had
cash on hand of $677 as of March 31, 2008 and $45,647 at March 31,
2007. As reflected in the accompanying financial statements, the Company has a
loss from operations of $3,900,529, a negative cash flow from operations of
$49,970, a working capital deficiency of $7,948,167 and has a stockholders’
deficiency of $7,762,983.  This raises substantial doubt about its
ability to continue as a going concern.  The ability of the Company to
continue as a going concern is dependent on the Company's ability to raise
additional capital and implement its business plan.  The financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.




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







Off-Balance
Sheet Arrangements





None.








Critical
Accounting Policies




Our
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 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 March 31,
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.






Deferred
financing Costs -Payments, either in cash or share-based payments, made
in connection with the sale of debentures are recorded as deferred debt issuance
costs and amortized using the effective interest method over the lives of the
related debentures. The weighted average amortization period for deferred debt
issuance costs is 36 months.



















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






Valuation of
Derivative Instruments-FAS 133, "Accounting for Derivative
Instruments and Hedging Activities" requires bifurcation of embedded derivative
instruments and measurement of fair value for accounting purposes. In addition,
FAS 155, "Accounting for Certain Hybrid Financial Instruments" requires
measurement of fair values of hybrid financial instruments for accounting
purposes. We applied the accounting prescribed in FAS 155 to account for
the 2006 Convertible Debentures. In determining the appropriate fair value, the
Company uses a variety of valuation techniques including Black Scholes models,
Binomial Option Pricing models, Standard Put Option Binomial models and the net
present value of certain penalty amounts. Derivative liabilities are adjusted to
reflect fair value at each period end, with any increase or decrease in the fair
value being recorded in results of operations as Adjustments to Fair Value of
Derivatives. The effects of interactions between embedded derivatives are
calculated and accounted for in arriving at the overall fair value of the
financial instruments. In addition, the fair values of freestanding derivative
instruments such as warrant derivatives are valued using the Black Scholes
model.






Stock Based
Compensation- The Company adopted the fair value recognition provisions
of FAS 123(R), using the modified prospective transition method. Under this
transition method, stock-based compensation expense is recognized in the
consolidated financial statements for granted, modified, or settled stock
options based on estimated fair values. Results for prior periods have not been
restated, as provided for under the modified prospective transition method. In
addition, the Company  adopted the consensus in EITF No.96-18,
“Accounting for Equity Instruments that are issued to Other Than Employees for
Acquiring or in Conjunction with Selling, Goods or Services.”










RESULTS OF
OPERATIONS








THREE MONTHS ENDED MARCH 31,
2008 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2007.








There
were no revenues for the three months ended March 31, 2008 or 2007.





We had
operating expenses of $824,555 for the three months ended March 31, 2008
compared to $283,608 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 $273,327 during the three months ended March 31, 2008 as
compared to $160,590 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 issuance of the 6%
convertible debentures in 2007, and the 8% convertible debentures on March 30,
2008. The interest expense account also include the amortization of deferred
financing cost of $36,252





Our net
loss was $3,900,529 during the three months ended March 31, 2008 compared to
income of $221,421 incurred in the comparable period of 2007. This increase in
net loss was due to an increase in professional fees and general and
administrative costs in 2008, and also a loss from changes in the derivative
liability on the convertible debentures.


















Liquidity





During
the three months ended March 31, 2008, we used cash of $49,970 in our operations
compared to using $279,783 in the comparative quarter of 2007. We had cash on
hand of $ 597,110 as of March 31, 2007 and $677 at March 31, 2008.  As
reflected in the accompanying financial statements, the Company has a loss from
operations of $3,900,529, a negative cash flow from operations of $49,970, a
working capital deficiency of $7,948,167 and has a stockholders deficiency of
$7,762,983. 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 QUANTITATIVE AND
QUALITATIVE DISCLOSURE 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 March 31,
2008. Based on this evaluation, our CEO and CFO concluded that, as of
March 31, 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 March 31, 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 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.


















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."





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 up date 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





The
following securities were issued by eDOORWAYS during the three months period
ended March 31, 2008 and  were not registered under the Securities
Act.





During
January 2008, the Company issued 30,000,000 shares of common  shares
to CEO/CFO Gary Kimmons  pursuant to his employment contract for his
2007 performance.





During
February 2008,  the Company issued 750,000 shares of  Series
C  Preferred  Stock to its officer pursuant to his
employment contract.  In addition, the Company also issued 250,000
shares of Series C Preferred Stock valued to an consultant for
services.





On
February 5, 1,000,000 shares of common stock were issued to an individual to
retire promissory notes of $3,000.





During
March 2008, the Company issued a total of 13,250,000 to an outside consultant
Ajene Watson as retainer pursuant to his consulting agreement executed
on  March 10, 2008.





Pursuant
to the consulting contract with AJENE Watson, the Company granted a total of
51,000,000 shares of common stock to satisfy the  retainer of
$150,000. 13,250,000 shares were issued in March .





During
March 2008, the Company granted a total of 40,390,625 shares of common stock to
its officers and consultants for services performed and those were issued in
April















ITEM 3. DEFAULT UPON SENIOR
SECURITIES





On April
14, 2008, the NIR group notified eDOORWAYS Corporation of default of the
financing agreement. It is estimated the balance outstanding with interest
amount to approximately $3,000,000.








ITEM 4. SUBMISSION OF
MATTERS TO A VOTE OF SECURITIESHOLDERS





None








ITEM 5. OTHER
INFORMATION





The
following table list the conversions of debt into common shares on various date
and principle amount converted:




Type
            
            Date
            Shares
      per conversion notice
            Conversion
      Price
            Principle
      CnvrtdAJWP
            AJW
      Partners LLC
            1/2/2008
            11,100
            0.002
            22.2AJWP
            AJW
      Partners LLC
            1/4/2008
            11,100
            0.002
            22.2AJWP
            AJW
      Partners LLC
            1/8/2008
            11,100
            0.002
            22.2AJWP
            AJW
      Partners LLC
            1/17/2008
            11,100
            0.002
            22.2AJWP
            AJW
      Partners LLC
            1/18/2008
            11,100
            0.002
            22.2AJWP
            AJW
      Partners LLC
            1/22/2008
            11,100
            0.002
            22.2AJWP
            AJW
      Partners LLC
            1/23/2008
            11,100
            0.002
            22.2AJWP
            AJW
      Partners LLC
            1/24/2008
            11,100
            0.002
            22.2AJWP
            AJW
      Partners LLC
            1/25/2008
            11,100
            0.002
            22.2AJWP
            AJW
      Partners LLC
            1/28/2008
            11,100
            0.002
            22.2AJWP
            AJW
      Partners LLC
            1/30/2008
            11,100
            0.002
            22.2AJWP
            AJW
      Partners LLC
            1/31/2008
            11,100
            0.002
            22.2AJWP
            AJW
      Partners LLC
            2/1/2008
            11,100
            0.002
            22.2AJWP
            AJW
      Partners LLC
            2/4/2008
            11,100
            0.002
            22.2AJWP
            AJW
      Partners LLC
            2/6/2008
            11,100
            0.002
            22.2AJWP
            AJW
      Partners LLC
            2/11/2008
            11,100
            0.002
            22.2AJWP
            AJW
      Partners LLC
            2/20/2008
            11,100
            0.002
            22.2AJWP
            AJW
      Partners LLC
            2/21/2008
            11,100
            0.002
            22.2AJWP
            AJW
      Partners LLC
            2/25/2008
            11,100
            0.002
            22.2AJWP
            AJW
      Partners LLC
            2/26/2008
            11,100
            0.002
            22.2AJWP
            AJW
      Partners LLC
            2/29/2008
            11,100
            0.002
            22.2AJWP
            AJW
      Partners LLC
            3/4/2008
            11,100
            0.002
            22.2AJWP
            AJW
      Partners LLC
            3/6/2008
            11,100
            0.002
            22.2AJWP
            AJW
      Partners LLC
            3/11/2008
            11,100
            0.0019
            21.09AJWP
            AJW
      Partners LLC
            3/18/2008
            11,100
            0.0019
            21.09AJWP
            AJW
      Partners LLC
            3/24/2008
            11,100
            0.0019
            21.09288,600
            
            $           
      573.87NMCP
            New
      Millenium Capital
            1/2/2008
            1,350
            0.002
            2.70NMCP
            New
      Millenium Capital
            1/4/2008
            1,350
            0.002
            2.70NMCP
            New
      Millenium Capital
            1/8/2008
            1,350
            0.002
            2.70NMCP
            New
      Millenium Capital
            1/17/2008
            1,350
            0.002
            2.70NMCP
            New
      Millenium Capital
            1/18/2008
            1,350
            0.002
            2.70NMCP
            New
      Millenium Capital
            1/22/2008
            1,350
            0.002
            2.70NMCP
            New
      Millenium Capital
            1/23/2008
            1,350
            0.002
            2.70NMCP
            New
      Millenium Capital
            1/24/2008
            1,350
            0.002
            2.70NMCP
            New
      Millenium Capital
            1/25/2008
            1,350
            0.002
            2.70NMCP
            New
      Millenium Capital
            1/28/2008
            1,350
            0.002
            2.70NMCP
            New
      Millenium Capital
            1/30/2008
            1,350
            0.002
            2.70NMCP
            New
      Millenium Capital
            1/31/2008
            1,350
            0.002
            2.70NMCP
            New
      Millenium Capital
            2/1/2008
            1,350
            0.002
            2.70NMCP
            New
      Millenium Capital
            2/4/2008
            1,350
            0.002
            2.70NMCP
            New
      Millenium Capital
            2/6/2008
            1,350
            0.002
            2.70NMCP
            New
      Millenium Capital
            2/11/2008
            1,350
            0.002
            2.70NMCP
            New
      Millenium Capital
            2/20/2008
            1,350
            0.002
            2.70NMCP
            New
      Millenium Capital
            2/21/2008
            1,350
            0.002
            2.70NMCP
            New
      Millenium Capital
            2/25/2008
            1,350
            0.002
            2.70NMCP
            New
      Millenium Capital
            2/26/2008
            1,350
            0.002
            2.70NMCP
            New
      Millenium Capital
            2/29/2008
            1,350
            0.002
            2.70NMCP
            New
      Millenium Capital
            3/4/2008
            1,350
            0.002
            2.70NMCP
            New
      Millenium Capital
            3/6/2008
            1,350
            0.002
            2.70NMCP
            New
      Millenium Capital
            3/11/2008
            1,350
            0.0019
            2.57NMCP
            New
      Millenium Capital
            3/18/2008
            1,350
            0.0019
            2.57NMCP
            New
      Millenium Capital
            3/24/2008
            1,350
            0.0019
            2.5735,100
            
            $       69.80AJWO
            AJW
      Offshore Ltd
            1/2/2008
            59,050
            0.002
            118.10AJWO
            AJW
      Offshore Ltd
            1/4/2008
            59,050
            0.002
            118.10AJWO
            AJW
      Offshore Ltd
            1/8/2008
            59,050
            0.002
            118.10AJWO
            AJW
      Offshore Ltd
            1/17/2008
            59,050
            0.002
            118.10AJWO
            AJW
      Offshore Ltd
            1/18/2008
            59,050
            0.002
            118.10AJWO
            AJW
      Offshore Ltd
            1/22/2008
            59,050
            0.002
            118.10AJWO
            AJW
      Offshore Ltd
            1/23/2008
            59,050
            0.002
            118.10AJWO
            AJW
      Offshore Ltd
            1/24/2008
            59,050
            0.002
            118.10AJWO
            AJW
      Offshore Ltd
            1/25/2008
            59,050
            0.002
            118.10AJWO
            AJW
      Offshore Ltd
            1/28/2008
            59,050
            0.002
            118.10AJWO
            AJW
      Offshore Ltd
            1/30/2008
            59,050
            0.002
            118.10AJWO
            AJW
      Offshore Ltd
            1/31/2008
            59,050
            0.002
            118.10AJWO
            AJW
      Offshore Ltd
            2/1/2008
            59,050
            0.002
            118.10AJWO
            AJW
      Offshore Ltd
            2/4/2008
            59,050
            0.002
            118.10AJWO
            AJW
      Offshore Ltd
            2/6/2008
            59,050
            0.002
            118.10AJWO
            AJW
      Offshore Ltd
            2/11/2008
            59,050
            0.002
            118.10AJWO
            AJW
      Offshore Ltd
            2/20/2008
            59,050
            0.002
            118.10AJWO
            AJW
      Offshore Ltd
            2/21/2008
            59,050
            0.002
            118.10AJWO
            AJW
      Offshore Ltd
            2/25/2008
            59,050
            0.002
            118.10AJWO
            AJW
      Offshore Ltd
            2/26/2008
            59,050
            0.002
            118.10AJWO
            AJW
      Offshore Ltd
            2/29/2008
            59,050
            0.002
            118.10AJWO
            AJW
      Offshore Ltd
            3/4/2008
            59,050
            0.002
            118.10AJWO
            AJW
      Offshore Ltd
            3/6/2008
            59,050
            0.002
            118.10AJWO
            AJW
      Offshore Ltd
            3/11/2008
            59,050
            0.0019
            112.20AJWO
            AJW
      Offshore Ltd
            3/18/2008
            59,050
            0.0019
            112.20AJWO
            AJW
      Offshore Ltd
            3/24/2008
            59,050
            0.0019
            112.201,535,300
            
            $3,052.89AJWQP
            AJW
      Qualified Partners
            1/2/2008
            28,500
            0.002
            57AJWQP
            AJW
      Qualified Partners
            1/4/2008
            28,500
            0.002
            57AJWQP
            AJW
      Qualified Partners
            1/8/2008
            28,500
            0.002
            57AJWQP
            AJW
      Qualified Partners
            1/17/2008
            28,500
            0.002
            57AJWQP
            AJW
      Qualified Partners
            1/18/2008
            28,500
            0.002
            57AJWQP
            AJW
      Qualified Partners
            1/22/2008
            28,500
            0.002
            57AJWQP
            AJW
      Qualified Partners
            1/23/2008
            28,500
            0.002
            57AJWQP
            AJW
      Qualified Partners
            1/24/2008
            28,500
            0.002
            57AJWQP
            AJW
      Qualified Partners
            1/25/2008
            28,500
            0.002
            57AJWQP
            AJW
      Qualified Partners
            1/28/2008
            28,500
            0.002
            57AJWQP
            AJW
      Qualified Partners
            1/30/2008
            28,500
            0.002
            57AJWQP
            AJW
      Qualified Partners
            1/31/2008
            28,500
            0.002
            57AJWQP
            AJW
      Qualified Partners
            2/1/2008
            28,500
            0.002
            57AJWQP
            AJW
      Qualified Partners
            2/4/2008
            28,500
            0.002
            57AJWQP
            AJW
      Qualified Partners
            2/6/2008
            28,500
            0.002
            57AJWQP
            AJW
      Qualified Partners
            2/11/2008
            28,500
            0.002
            57AJWQP
            AJW
      Qualified Partners
            2/20/2008
            28,500
            0.002
            57AJWQP
            AJW
      Qualified Partners
            2/21/2008
            28,500
            0.002
            57AJWQP
            AJW
      Qualified Partners
            2/25/2008
            28,500
            0.002
            57AJWQP
            AJW
      Qualified Partners
            2/26/2008
            28,500
            0.002
            57AJWQP
            AJW
      Qualified Partners
            2/29/2008
            28,500
            0.002
            57AJWQP
            AJW
      Qualified Partners
            3/4/2008
            28,500
            0.002
            57AJWQP
            AJW
      Qualified Partners
            3/6/2008
            28,500
            0.002
            57AJWQP
            AJW
      Qualified Partners
            3/11/2008
            28,500
            0.0019
            54AJWQP
            AJW
      Qualified Partners
            3/18/2008
            28,500
            0.0019
            54AJWQP
            AJW
      Qualified Partners
            3/24/2008
            28,500
            0.0019
            54741,000
            
            1,4732,600,000
            
            $   5,170























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).








Signature







Dated:
July 03,
2008                                                                   /s/
Gary F. Kimmons


By____________________________________


Gary F.
Kimmons


President, Chief Executive Office andChief Financial Officer