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 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 shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes o No x





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date:


As of May
08, 2007, there were 213,864,688 shares of common stock, $0.001 par value,
outstanding.





Transitional
Small Business Disclosure Format (Check one).


Yes o No x


-1-




CONTRARY
TO THE RULES OF THE SEC, THE COMPANY’S FINANCIAL STATEMENTS INCLUDED IN THIS
FILING HAVE NOT BEEN REVIEWED BY AN INDEPENDENT PUBLIC ACCOUNTANT IN ACCORDANCE
WITH PROFESSIONAL STANDARDS FOR CONDUCTING SUCH REVIEWS.
  THERE
WAS NOT TIME TO COMPLETE THE REVIEW OF THE 10-Q FOR MARCH 31, 2008 BECAUSE WE
JUST FILED OUR 10-K FOR THE YEAR ENDED DECEMBER 31, 2007 ON FRIDAY,MAY 16,
2008.  WE WILL AMEND THE 10-Q ONCE THE AUDITOR HAS COMPLETED THEIR
REVIEW AND







eDOORWAYS
CORPORATION





FORM
10-Q





FOR THE
QUARTER ENDED MARCH 31, 2008





INDEX





PAGEPART
      I.
            FINANCIAL
      INFORMATIONItem
      1.
            Financial
      Statements
            3Balance
      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
            9Item
      3.
            Controls
      and Procedures
            13PART
      II.
            OTHER
      INFORMATION
            16Item
      1.
            Legal
      Proceedings
            13Item
      2.
            Changes
      in Securities and Use of Proceeds
            13Item
      3.
            Other
      Information
            13Item
      4.
            Exhibits
            14CERTIFICATIONS
            14SIGNATURES
            14





-2-


PART
I - FINANCIAL INFORMATION





ITEM 1.  FINANCIAL
STATEMENTS





M
      POWER ENTERTAINMENT, INC.BALANCE
      SHEETSMarch
      31,
            
            
            December
      31,2008
              (unaudited)
            
            
            2007ASSETSCURRENT
      ASSETSCash
            
            $
            677
            
            
            $
            45,647Deferred
      Compensation
            
            
            241,875OTHER
      ASSETSDeferred
      Financing Costs, net of accumulated amortization of $246,222.98 and
      $218,052, respectively
            
            
            158,762
            
            
            
            215,686Deposits
            
            
            159,211
            
            
            
            9,211Fixed
      Assets, net of accumulated depreciation of $1,799 and $1,660,
      respectively
            
            
            3,750
            
            
            
            3,889TOTAL
      ASSETS
            
            $
            564,275
            
            
            $
            274,433LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      Payable - Trade
            
            $
            491,846
            
            
            $
            450,651Accrued
      Expenses
            
            
            1,045,154
            
            
            
            1,000,429Notes
      Payable
            
            
            180,748
            
            
            
            176,158Convertible
      Debentures 6%, net of discount of $1,811,528, and $1,851,00
      respectively
            
            
            557,412
            
            
            
            434,826Convertible
      Debenture Derivative Liability
            
            
            5,596,681
            
            
            
            2,805,523,Total
      Current Liabilities
            
            
            7,871,841
            
            
            
            4,432,761LONG
      TERM LIABILITIESConvertible
      Debentures 6%, net of discount of $1,688,243, and $1,811,528
      respectivelyTotal
      Long Term Liabilities
            
            
            -
            
            
            
            -TOTAL
      LIABILITIES
            
            
            7,871,841
            
            
            
            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;
      169,637,688 and 75,497,688 shares issued and outstanding,
      respectively
            
            
            60,168
            
            
            
            13,318Additional
      Paid-In Capital
            
            
            63,345,597
            
            
            
            62,818,788Accumulated
      Deficit
            
            
            (70,714,332
            )
            
            
            (67,425,261
            )Total
      Stockholders' Deficit
            
            
            (7,307,566
            )
            
            
            (4,593,154
            )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
            
            $
            564,275
            
            
            $
            274,,433





SEE NOTES
TO UNAUDITED FINANCIAL STATEMENTS






-3-


eDOORWAYS
      CORPORATIONSTATEMENTS
      OF OPERATIONS(unaudited)Three
      Months March 31,2008
            
            2007OPERATING
      EXPENSESDepreciation
      and amortization
            $
            139
            
            $
            138Compensation
      expense
            
            152,367
            
            
            130,000Professional
      fees
            
            7,783
            
            
            107,913General
      and administrative
            
            64,139
            
            
            45,557Total
      operating expense
            
            224,428
            
            
            283,608LOSS
      FROM OPERATIONS
            
            (224,428
            
            
            (283,608
            )OTHER
      INCOME (EXPENSES)Interest
      expense and loan discount fee
            
            (268,996
            
            
            (160,590
            )Gain/(Loss)
      on derivative liability
            
            (2,795,647
            
            
            665,619Total
      other income (expenses)
            
            (3,064,643
            
            
            505,029NET
      INCOME (LOSS)
            $
            (3,289,071
            
            $
            221,421BASIC
      INCOME ( LOSS) PER SHARE
            $
            ( 0.00
            
            $
            0.01DILUTED
      (LOSS) PER SHARE
            $
            (0.00
            
            $
            (0.00
            )BASIC  WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING
            
            4,063,414,804
            
            
            28,509,978DILUTED
      WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
            
            4,063,414,804
            
            
            2,885,652,835





SEE NOTES
TO UNAUDITED FINANCIAL STATEMENTS





-4-





eDOORWAYS
      CORPORATIONSTATEMENTS
      OF CASH FLOW(unaudited)Three
      Months Ended March 31,2008
            
            
            2007CASH
      FLOWS FROM OPERATING ACTIVITESNet
      income (loss)
            
            
            (3,394,071
            )
            
            $
            221,421Adjustments
      To Reconcile Net Income (Loss) To Cash(Used
      In) Operating ActivitiesDepreciation
      and Amortization Expense
            
            
            139
            
            
            
            138Common
      Stock And Warrants Issued For Services
            
            
            109,125Gain/(Loss)
      On Derivative
            
            
            2,795,647
            
            
            
            (665,619
            )Interest
      And Loan Disc Fees
            
            
            248,681
            
            
            
            160,590Cancellation
      of Stock issued for services
            
            
            
            
            
            
            (29,000
            )Changes
      In Operating Assets And Liabilities:
            
            
            -
            
            
            
            -Other
      Current Assets
            
            
            
            
            
            
            6,764Accounts
      Payable And Accrued Expenses
            
            
            90,509
            
            
            
            25,924Accounts
      Payable And Accrued Expenses Related Party
            
            
            -
            
            
            
            -Net
      Cash Used In Operating Activities
            
            
            (44,971
            )
            
            
            (279,783
            )CASH
      FLOWS FROM INVESTING ACTIVITIESNet
      Cash Used In Investing Activities
            
            
            -
            
            
            
            -CASH
      FLOWS FROM FINANCING ACTIVITIESDebt
      converted into equity
            
            
            (5000
            )Proceeds
      From Issuance Of New Debt
            
            
            5000
            
            
            
            148,500-
            
            
            
            -Net
      Cash Provided By Financing Activities
            
            
            -
            
            
            
            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
            
            
            4489
            
            
            
            111,044Conversion
      of Note Payable into Equity
            
            
            5,170
            
            
            
            52,894








SEE NOTES
TO UNAUDITED FINANCIAL STATEMENTS








-5-





CONTRARY
TO THE RULES OF THE SEC, THE COMPANY’S FINANCIAL STATEMENTS INCLUDED IN THIS
FILING HAVE NOT BEEN REVIEWED BY AN INDEPENDENT PUBLIC ACCOUNTANT IN ACCORDANCE
WITH PROFESSIONAL STANDARDS FOR CONDUCTING SUCH REVIEWS.
  THERE
WAS NOT TIME TO COMPLETE THE REVIEW OF THE 10-Q FOR MARCH 31, 2008 BECAUSE WE
JUST FILED OUR 10-K FOR THE YEAR ENDED DECEMBER 31, 2007 ON FRIDAY,MAY 16,
2008.  WE WILL AMEND THE 10-Q ONCE THE AUDITOR HAS COMPLETED THEIR
REVIEW AND




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 consolidated financial statements that would
substantially duplicate the disclosure contained in the audited consolidated
financial statements for the most recent fiscal year, 2007, as reported in Form
10-K, have been omitted.





Recent
Pronouncements





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 entities first fiscal year
that begins after November 15, 2007. Early adoption is permitted as of the
beginning of the previous fiscal year provided that the entity makes that choice
in the first 120 days of that fiscal year and also elects to apply the
provisions of FAS 157 "Fair Value Measurements." We have not yet
adopted  FAS 159.






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













-6-


Note 2 – Use of
Estimates





In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period. Actual results could differ from those
estimates.





NOTE 3 - CONVERTIBLE
DEBENTURES AND DERIVATIVE LIABILITIES





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




The Notes
carry an interest rate of 8% and a maturity date of March 30, 2010. The notes
are convertible into our common shares at the Applicable Percentage of the
average of the lowest three (3) trading prices for our shares of common stock
during the twenty (20) trading day period prior to conversion. The “Applicable
Percentage” means 50%; provided, however, that the Applicable Percentage shall
be increased to (i) 55% in the event that a Registration Statement is filed
within thirty days of the closing and (ii) 60% in the event that the
Registration Statement becomes effective within one hundred and twenty days from
the Closing.





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




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




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





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
            $
            (1,683,771)Carrying
      value at March 31, 2008
            $
            557,413














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




Inception
            
            March
      31, 2008
            
            Gain/(Loss)Embedded
      derivative -
            $
            4,847,522
            $
            2,241,1843,437,001
            $
            2,606,3381,410,521Freestanding
      derivative
            $
            191,630
            $
            9,8290
            $
            181,801181,158191,630Fair
      value of derivatives in excess of proceeds at inception
            $
            
            $
            2,242,385
            $$
            (926,703)0(8,151)Totals
            $
            5,039,152
            $
            3,446,8302,242,385
            $
            2,795,647665,619





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 CORPORATION has issued 2,600,000 shares of
its common stock to retire $5,170 of convertible notes.








On
Feburary 5, 1,000,000 shares of common stock were issued to an individual to
retire promissory notes, valued at $5,000.




-7-





NOTE 4 – COMMITMENTS
AND CONTINGENCIES





A)
Litigation





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





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





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








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





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


damages
along with certain other pleading requirements.   The pre-lawsuit
demand was for payment of $15,785.25.   Trial was had on this
matter in November 2007.  On December 31, 2007 the court awarded
Deanna S. Slater the sum of $3,400 and $5,000 to her attorneys.











B) Consulting
Agreements




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
January 1, 2008, the Company entered into a three year employment agreement with
Gary Kimmons, to act as the CEO and President of the Corporation.  The
agreement will automatically extend at the end of the 3 year term, unless
notification is given by either party to terminate.  Compensation was
set and authorized by Board of Directors and agrees to compensate Mr. Kimmons in
the following manner: a) Monthly salary of $25,000 (annual salary of $300,000);
b) $60,000 annual cash bonus representing 20% of Executive’s annual base salary
(executive may elect to receive bonus in  the form of common stock
rather than a cash payment); c) Company will issue 30,000,000 (thirty million)
shares of restricted common stock to the Kimmons Family Partnership, LTD, as a
reward for Mr. Kimmons’ accomplishments related to the Edoorways initiative in
2007; and, d) The Compnay 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 exercised 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.










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





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.








-8-


NOTE 5 - COMMON
STOCK





Investors
exercised their conversion rights for 22,000,000 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 $3,970 and the derivative liability
by $








NOTE 7 - SUBSEQUENT
EVENTS





On May 8, 2008, Edoorways
executed a Drawdown Equity Financing Agreement with Triumph Small Cap Fund 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.





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





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





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





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














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




CONTRARY
TO THE RULES OF THE SEC, THE COMPANY’S FINANCIAL STATEMENTS INCLUDED IN THIS
FILING HAVE NOT BEEN REVIEWED BY AN INDEPENDENT PUBLIC ACCOUNTANT IN ACCORDANCE
WITH PROFESSIONAL STANDARDS FOR CONDUCTING SUCH REVIEWS.
  THERE
WAS NOT TIME TO COMPLETE THE REVIEW OF THE 10-Q FOR MARCH 31, 2008 BECAUSE WE
JUST FILED OUR 10-K FOR THE YEAR ENDED DECEMBER 31, 2007 ON FRIDAY,MAY 16,
2008.  WE WILL AMEND THE 10-Q ONCE THE AUDITOR HAS COMPLETED THEIR
REVIEW AND





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-QSB contains forward-looking statements, including, without
limitation, statements concerning possible or assumed future results of
operations and those preceded by, followed by or that include the words
"believes," "could," "expects," "intends" "anticipates," "will", or similar
expressions. Our actual results could differ materially from these anticipated
in the forward-looking statements for many reasons including the risks described
in our 10-KSB for the period ended December 31, 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.











-9-


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





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





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





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


·
            General
      & Administrative


·
            Marketing


·
            Site
      Development & Technology
Infrastructure


·
            Furniture
      Fixtures & Equipment


·
            Facilities
      & Office


·
            Compensation


·
            Working
      Capital


·
            Reserve
      for Contingencies





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





·
            General
      & Administrative


·
            Marketing


·
            Site
      Development & Technology
Infrastructure


·
            Furniture
      Fixtures & Equipment


·
            Facilities
      & Office


·
            Compensation


·
            Working
      Capital


·
            Reserve
      for Contingencies








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.





-10-


Development
of the Brand Platform





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





Entertainment
Vertical Market Development





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





eDOORWAYS
B to C Version National Launch


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





Recent
Events





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





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





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





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





On
February21, 2008 , 1,000,000 shares of common stock were issued to an individual
to retire a promissory note, valued at $5,000.





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





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





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


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





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





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





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





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











-11-





Liquidity





During
the three months ended March 31, 2008, we used cash of $44,970 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 $3,289,071 a negative cash flow from operations of
$44,970, a working capital deficiency of $7,629,289 and has a stockholders
deficiency of $7,307,566.  This raises substantial doubt about its
ability to continue as a going concern.  The ability of the Company to
continue as a going concern is dependent on the Company’s ability to raise
additional capital and implement its business plan.  The financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.




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







Off-Balance
Sheet Arrangements





None.








Critical
Accounting Policies







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






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






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






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






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






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






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






Stock Based
Compensation— The Company adopted the fair value recognition provisions
of FAS 123(R), using the modified prospective transition method. Under this
transition method, stock-based compensation expense is recognized in the
consolidated financial statements for granted, modified, or settled stock
options based on estimated fair values. Results for prior periods have not been
restated, as provided for under the modified prospective transition
method.







-12-





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 $224,428 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 $268,996 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 $38,103





Our net
loss was $3,289,071 during the three months ended March 31, 2008 compared to a
loss of $221,421 incurred in the comparable period of 2007. This increase in net
income was due to a 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 $44,970 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, 2007.  As
reflected in the accompanying financial statements, the Company has a loss from
operations of $3,394,071, a negative cash flow from operations of $44,970, a
working capital deficiency of $7,209,289 and has a stockholders deficiency of
$7,307,566 This raises substantial doubt about its ability to continue as a
going concern. The ability of the Company to continue as a going concern is
dependent on the Company’s ability to raise additional capital and implement its
business plan. The financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going
concern.




Management
believes that actions presently being taken to obtain additional funding and
implement its strategic plans provide the opportunity for the Company to
continue as a going concern.  The Company currently does not have
enough cash to continue operations for the next twelve months.








ITEM 3. CONTROLS AND
PROCEDURES.





(a)  Evaluation of
Disclosure Controls and Procedures.





Our Chief
Executive Officer and Chief Financial Officer (collectively the "Certifying
Officers") maintain a system of disclosure controls and procedures that are
designed to provide reasonable assurances that information, which is required to
be disclosed, is accumulated and communicated to management,
timely.  Based upon the foregoing, our Chief Executive Officer
concluded that, as of March 31, 2007, our disclosure controls and procedures
were adequate to ensure that the information required to be disclosed in the
Company's Exchange Act reports was recorded, processed, summarized and reported
on a timely basis.





We are
continually taking actions to identify, evaluate, and implement additional
measures to improve our internal control over financial reporting. Our
management and directors will continue to work with our auditors and other
outside advisors to ensure that our disclosure controls and procedures are
adequate and effective.





(b) Changes in internal
controls.





Our
Certifying Officers have indicated that there were no changes in our internal
controls or other factors that could affect such controls during the three
months ending March 31, 2007.








PART
II - OTHER INFORMATION.





ITEM 1. LEGAL
PROCEEDINGS.





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





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





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





Deanna S.
Slater.  On August 31, 2006, Deanna S. Slater, an independent
contractor formerly with M Power Entertainment, Inc., brought suit in County
Civil Court at Law Number Four in Harris County, Texas, Docket Number 872,560,
alleging breach of contract, quantum meruit, promissory estoppel and for
attorney’s fees.  She has filed her Second Amended Petition alleging
actual damages of at least $35,785 in late January and has now dropped the
claims for quantum meruit and promissory estoppel.   The
pre-lawsuit demand was for payment of $15,785.25.  There was a trial
date set for April 30, 2007, but this trial date has been rescheduled for July
30, 2007.  The company has not accrued any amounts on the financial
statements for this potential liability.








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





-13-


ITEM 2. CHANGES IN
SECURITIES.








Recent
Sales of Unregistered Securities





As of
March 31, 2008, we issued 2,600,000 shares of our common stock to our
convertible debentures holders which reduced the principle of the convertible
debentures by $5,170. Our shares were issued in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act of 1933. No
commissions were paid for the issuance of such shares.








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

















ITEM 3. OTHER
INFORMATION





eDOORWAYS
and certain investors entered into a Securities Purchase Agreement dated as of
providing for the issuance of 8% Callable Secured Convertible Notes in the
aggregate principal amount of $165,000 and warrants to purchase an aggregate of
1,500,000 shares of the Company’s Common Stock for the aggregate consideration
of $165,000. Funding of the $165,000 was completed on March 30,
2007.




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










SUBSEQUENT
EVENTS








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





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





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





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





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











ITEM
4.  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).















Dated: May 20,
2008 /s/ Gary
F. Kimmons


By____________________________________


Gary
F. Kimmons


President,
Chief Executive Office and


Chief
Financial Officer


-14-