x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009 |
For the fiscal year ended December 31, 2018
¨ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
CARNEGIE DEVELOPMENT, INC.
(Exact name of registrant as specified in its charter)
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For the transition period from ______________ to ______________ |
eDOORWAYS CORPORATION, INC. |
(Exact name of registrant as specified in its charter) |
Delaware | 76-0513297 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
820 West Third Street, Suite 1103, Austin, TX |
78701 | |
(Address of principal executive offices) | (Zip Code) |
Title of each class | Name of each exchange on which registered | |
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1. Yesx No ¨ 2. Yes xNo x¨
Yes ¨ No x
Large accelerated filer | ¨ | Accelerated filer | ¨ | |
Non-accelerated filer | ¨ | Smaller reporting company | x | |
(Do not check if a smaller reporting company) |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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DOCUMENTS INCORPORATED BY REFERENCE
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As used in this Annual Report on Form 10-K, the terms “we”, “us”, “our”, the “Company”, “Carnegie Development, Inc.” and “Carnegie Development” mean “Carnegie Development, Inc”, and its consolidated subsidiaries, unless otherwise indicated.
This Annual Report on Form 10-K and other written and oral statements made from time to time by us may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties.
Forward-looking statement are intended to help in understanding our historical results of operations during the periods presented and our financial condition. They should be read in conjunction with our consolidated financial statements and the accompanying notes to consolidated financial statements and contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.
Forward-looking statements can be identified by the use of words such as “expects,” “anticipates,” “plans,” “will,” “should,” “could,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed, and actual future results may vary materially.
These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:
This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully, and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required under applicable law. We cannot guarantee future results, levels of activity, performance or achievements.
3 |
In October 1991, the name was changed to LBM-US, Inc. In a reverse merger in August of 1994, the company acquired GK Intelligent Systems, Inc. and the Company adopted such name. In 2006, the Company changed its name to eDoorways Corporation, Inc.This CompanyStatestate of Delaware inon February 26, 1988 under the name Technicraft Financial Ltd.·In October 1991, the Company changed its name to LBM-US, Inc. ("LBM").·Pursuant to an agreement effective August, 1994, LBM acquired all of the assets and liabilities of GK Intelligent Systems, Inc., a Texas corporation, in exchange for 6,758,920 shares of LBM common stock which were issued to Gary F. Kimmons and his family partnership. The remaining 963,275 shares of LBM common stock then outstanding were retained by the former shareholders of LBM in transaction treated for accounting purposes as a reverse merger.·At that time the Company changed its names to GK Intelligent Systems, Inc.·On April 3, 2002, the Company effectuated a 1-for-10 reverse split of its common stock. On May 18, 2005, the Company changed its name to M Power Entertainment, Inc. and effectuated a 1-for-200 reverse split of its common stock.·On September 4, 2007, the Company changed its name to eDoorways Corporation and effectuated a 1-for-2,000 reverse split of its common stock.·In May 2010, the Company changed its name to eDoorways International Corporation.·On October 27, 2011, the Company effectuated a 1-for-1,000 reverse split of its common stock.·On May 6, 2013, the Company converted from a Delaware corporation to a Nevada corporation.·In April 2015, Sohail Quraeshi, the then CEO, was issued 1,000 shares of the Company's Series A Preferred Stock which had previously been issued to our former Acting CEO, Arne Ray, who served from August 13, 2013 until April 1, 2015.mThose shares were returned as Treasury stock by Mr. Ray, without consideration, and then issued to Sohail Quraeshi as compensation valued at fair market value, or $4.00 per share so as comply with FASB ASC Topic 718 column (e).mThis transaction constituted a change of control of the Company as the Series A Preferred Shares, collectively, votes an equivalent of 75% of all eligible voting shares. The owner of such shares prior to being held by Mr. Ray was our former CEO, Gary Kimmons, who held such shares from issuance until August 15, 2013. The issuances of the shares of Series A Preferred Stock were also treated as compensation to Messrs. Kimmons and Ray, respectively, and valued a fair market value of $0.01 per share pursuant to FASB ASC Topic 718 (e).·On June 23, 2015,Certificate of Amendment to Articles of Incorporation of the Company, which was filed with the Nevada Secretary of State on June 1, 2015, was declared effective by FINRA – Corporate Actions, whereby the Company effectuated (i) A reduction in the number of authorized shares of common stock from 2,500,370,900 to 250,000,000; (ii) a Change of name from eDoorways International Corporation to Escue Energy, Inc.;real-time collaborative basis; and (iii) a 1-for-2,000 reverse split of the Company's common stock, $0.00001 par value per share.·Effective July 1st, 2019 the Articles of Incorporation has been amended and the new name is Carnegie Development, Inc.
Effective July
2. | An e-marketplace where vendors are allowed to establish “storefronts” where they can communicate directly with consumers. |
Also, the Company is forming an independent board of directors to manage the Company polices and administration.
INDUSTRY AND MARKET DATA
Information regarding market and industry statistics contained in this Annual Report on Form 10-K has been obtained from industryengagement with retailers, manufacturers and other publications that we believeconsumers, and a stronger orientation toward customer service and improved ways for retailers to identify prospects and close the sale. These can be reliable, but that are not produced for purposes of securities filings. We have not independently verified any market, industry or similar data presented in this Annual Report and cannot assure you of its accuracy or completeness. Further, we have not reviewed or included data from all sources. Forecasts and other forward-looking information obtained from third-party sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. As a result, investors should not place undue reliance on any such forecasts and other forward-looking information.
PRODUCTS AND SERVICES
When the S-1 Filing was withdrawn on 26th October, 2017, the Company decided to pursue Energy Saving Systems and was doing everything soexplained as to take over a Florida based company which produces LED lights in their factory located in Orlando, FL. The company was to manufacture and then market Energy Saving Systems. The Company's product is a mix of both the hardware and the software. When it is installed in any building (irrespective of the Space) it controls the energy consumption as it maximizes efficient energy utilization. Each household as well as the commercial buildings shall have less wastage, which will protect the environment. The software provides the link with any or all smart devices in the home providing a complete Smart Home Solution, the product could be connected to other smart products via a Bluetooth connection. Regretfully the deal fell through and could not be completed.
COMPETITION
With the home automation system, the building, whether it is a home or office, is called a smart home/office. A home automation system will control lighting, climate, entertainment systems, and appliances.
The Company was building a system that will provide the customer seamless control over their home, all from the convenience of their smartphone.
The Company competes or may in the future compete with other companies that focus all or a portion of their activities on providing Home controllers that allows the consumer to control their homes via smartphone, tablet and laptops. Some of the competitors include:
Wink Hub 2
The Wink Hub 2 works with devices that use Z-Wave, Zigbee, Lutron Clear Connect, Kidde, Bluetooth, and Wi-Fi. It is also for the future.
follows.
· | Offers new perspectives about lifestyles they would never have thought to ask about; |
· | Provides consumers with context-specific expertise for solving practical daily problems related to health, the home, family, etc.; |
· | Serves as a source for lifestyle education and personal improvement; |
· | Offers unprecedented consumer access to lifestyle/entertainment and information resources (products and services); |
· | Offers consumers a unique forum for lifestyle community; allows them to engage in social interaction with peers who share similar interests and priorities; |
· | Engages consumers by inviting them to participate in solutions to lifestyle issues and problems, and; |
· | Minimizes time and money wasted when consumers are forced to resort to trial-and-error solutions. |
· | Serves as a new platform for business commerce, delivering targeted “gold nugget” prospects (consumers) to vendors. Offers vendors a forum for demonstrating credibility and an avenue for closing the prospective customer; |
· | Provides a robust environment for CRM and targeted marketing. Creates an avenue for personalized engagement and relationship building; |
· | Allows businesses of all types and sizes to engage in the global market and compete with much larger, established entities; |
· | Offers emerging companies an opportunity to compete with the market-share leaders in their industry, and grow their revenues without an enormous investment in physical infrastructure; |
· | Offers market-share leaders a unique, affordable opportunity to attract additional new customers and more importantly, an avenue to cement a long-term relationship with existing customers by making services available 24/7/365; |
· | Offers businesses a way to drive consumer traffic to brick-and-mortar facilities, and; |
· | Reinforces the concept that businesses can offer true customer service and genuine solutions. |
· | “Targeting” software - used to pinpoint consumers’ physical location and market availability; available from numerous vendors. |
· | “Push” software - used to drive “permission” marketing campaigns of our partners; available from numerous vendors. |
· | Systems integration software - used to “manage” all of the above; available from numerous vendors. |
· | “Intelligent” teaching software - our proprietary expert systems based educational software; to be updated and revised to accommodate recent advances in presentation and transmission capabilities. |
Doorway II | Enter a world of enhanced personal participation where there are no hindrances due to your lack of knowledge. Obtain a more rich and thorough experience of any lifestyle activity with the help of an environment that brings you all relevant aspects of the lifestyle. If you like to tinker and explore, this doorway will be for you. |
Doorway III | This doorway will offer an opportunity for anyone wishing to create a training experience for others or to further their own education to achieve their objective. It will offer a feature new to learning - the ability to tap into the skill and knowledge of others in a real-time venue to create a learning experience. |
Doorway IV | This doorway brings technology, tolerance, and talent together to create new ideas, products, and possibilities. Imagine being able to go to a special place where you can air your creative thinking, run it by others of a similar mind, and turn it into a tangible, productive project using the unlimited human and information resources of the web. |
Doorway V | This doorway connects those who want to help with those who need it. This extraordinary doorway will give those who wish to serve others the opportunity to bring tremendous focus and impact to their charitable action. You will be able to make your action known to those who care so that they may assist you in bringing your unique capabilities to a world in need. |
Doorway VI | With this doorway, consumers will be able to bring and apply focus to their mind. It will offer tools and a supportive environment for self-help and analysis. If you are interested in enhancing your personal ability, this doorway will bring you the resources you need to move forward. |
Doorway VII | The Cardinal Doorway that leads to and orchestrates all others. It is the source of the technology and horsepower that drives the other six doorways. Doorway VII is the all-seeing, all-knowing personal assistant. No matter which doorway you’re in, Doorway VII will be standing at your side as your personal guide, assistant and mentor. It can tell you the questions you should be asking to accomplish your goal. And it is the ultimate provider of resources. Doorway VII will be the constant observer of both your actions and those of the world, reaching out to the world at the proper moment to bring you the exact knowledge and resources you need. Doorway VII will be constantly observing and learning, thereby enhancing the nature of the services it can offer. |
Mi Casa Verde VeraLite
Made by Mi Casa Verde, the Vera Lite is onebrief description of each of the prominent namesbusinesses that we believe may be deemed to compete, either directly or indirectly, with our business.
Competitor | Description | |
GenieTown | The company helps consumers hire quality service providers. Services are offered in nearly every category. On GenieTown, anyone can be a Genie and everyone can find the right Genie for the job. GenieTown leverages the power of the Web and matches consumers with local service providers in a safe, efficient, and trusted manner. | |
LooBoo | LooBoo provides an extensive search database that is intended to provide its users with the ability to find businesses within a particular location. | |
The Local Guru | The Local Guru’s mission is to deliver valuable tools and marketing for skilled Canadian residents, allowing people of like-skills to build relationships and grow business and contacts. Their goal is to become Canada’s most effective way to link skilled persons with people in their community. TheLocalGuru.com is about capturing that skill and enabling people to leverage it for the benefit of self and community. | |
Local | Local.com is a leader in local search with the Local.com search engine and related products that deliver relevant search results. With more than 20 patents held or pending for search engine technologies, Local.com designed its local search engine to help users quickly and easily find the most relevant results for local businesses, products, and services. In addition to the local search engine, Local.com offers products and services that help advertisers, business partners and local businesses optimize results for local search queries, effectively matching end user searches with advertisers in ways that are beneficial to both sets of Local.com customers. | |
Yub | Yub is an online mall where people meet, hang together, and get up to 25% back for shopping. The number of products listed in Yub’s mall is 5,921,625. Like a real mall, you can hang out with friends, meet others, and people watch. Unlike a real mall, Yub personalizes your shopping and pays you for it. | |
Slide | Slide is the largest personal media network in the world, reaching more than 134 million unique global viewers each month and 30 percent of the U.S. Internet audience. Slide helps people express themselves and tell stories through personalized photos and videos created on Slide.com and viewed anywhere on the web or desktop. Slide widgets — including Slideshows, Guestbooks, SkinFlix and FunPix — are popular on top social networking and blog platforms, including MySpace, Facebook, Bebo, Hi5, Friendster, Tagged, Piczo and Blogger. Slide is also the leading application developer on Facebook with more than 63 million applications installed, including SuperPoke and Top Friends, the most active application by more than four times that of any other 3rd party developer. | |
Facebook | Facebook is a social utility that connects people with friends and others who work, study and live around them. People use Facebook to keep up with friends, upload an unlimited number of photos, share links and videos, and learn more about the people they meet. Facebook is made up of many networks, each based around a company, region, or school. You can join the networks that reflect your real-life communities to learn more about the people who work, live, or study around you. | |
LinkedIn | LinkedIn’s mission is to help people be more effective in their daily work and open doors to opportunities using the professional relationships they already have. A LinkedIn network consists of a person’s connections, their connections’ connections, and the people they know, linking them to thousands of qualified professionals. |
Yahoo! Answers | With Yahoo! Answers, one can get real answers from real people. A user can ask questions easily, answer others’ questions, and see what others are asking. | ||
MySpace | MySpace permits: | ||
∙ | Friends who want to talk Online | ||
∙ | Single people who want to meet other Singles | ||
∙ | Matchmakers who want to connect their friends with other friends | ||
∙ | Families who want to keep in touch--map your Family Tree | ||
∙ | Business people and co-workers interested in networking | ||
∙ | Classmates and study partners | ||
∙ | Anyone looking for long lost friends. | ||
Fatdoor | Fatdoor aims to connect users with their neighbors by providing a localized social network for their physical community. The website integrates with Microsoft Virtual Earth to display local business and residential listings on an interactive map. Once users claim their listings, they can add profiles and put down their interests. Users can then plan events and form local interest groups with the site. |
Nexia Home Intelligence Z-Wave Bridge
This Nexia Bridge will allow, like other Z-Wave controllers on the list, to controlmore efficiently than they do today, and supervise lights, locks, thermostats and more. It has the ability to hold more than 200 Z-Wave devices at the same time. This device needs a big budget, though one can start small and then grow the arsenal little by little. This hub has an average communication range of 60-Feet to 100-Feet. The Nexia Home Intelligence system is controllable through an online Nexia account and a mobile app can be installedsales while leveraging their existing infrastructure (i.e., they are already invested in the smartphone, tablet, or PC. Although the Nexia Bridge is one of the cheapest Z-wave controllers out there, it requires a monthly subscription of $9.99 which adds up to the final cost.
web selling.)
The company had no PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR LABOR CONTRACTS.
RESEARCH AND DEVELOPMENT ACTIVITIES AND COSTS
All
operating results.
Smaller reporting companies are not required to provide the information required by this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
There are no pending legal proceedings to which
2009.
Because we are quoted on the OTC Pink market, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.
The following table describes, for the respective periods indicated, the price of our common stock in the over-the-counter market, based on inter-dealer bid prices, without retail mark-up, mark-down or commissions. The figures below may not necessarily represent actual transactions. The share price is from Yahoo Finance http://finance.yahoo.com/quote/ESCU?ltr=1
Fiscal 2018 |
| High |
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| Low |
| ||
First Quarter (1) |
| $ | 0.70 |
|
| $ | 0.70 |
|
Second Quarter (1) |
| $ | 0.70 |
|
| $ | 0.70 |
|
Third Quarter (1) |
| $ | 0.70 |
|
| $ | 0.70 |
|
Fourth Quarter (1) |
| $ | 0.15 |
|
| $ | 0.15 |
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|
Fiscal 2017 |
| High |
|
| Low |
| ||
First Quarter (1) |
| $ | 2.00 |
|
| $ | 0.90 |
|
Second Quarter (1) |
| $ | 0.90 |
|
| $ | 0.90 |
|
Third Quarter (1) |
| $ | 0.90 |
|
| $ | 0.90 |
|
Fourth Quarter (1) |
| $ | 0.90 |
|
| $ | 0.90 |
|
“EDWY.OB.”
2009.
Co. 342 East 900 South, Salt Lake City, Utah 84111.
Smaller reporting companies are not required to provide the information required by this item
This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and the accompanying notes thereto included in “Item 8. Financial Statements and Supplementary Data.” In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements.” Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors.
Going Concern
Our auditor questioned
Results of Operations duringconcern.
There was no revenue during this period
Expenses during the current reporting period are $60,000, which is the same as the expenses of the same period in the previous year.
The net lossopportunity for the current year is $60,000, which is also the sameCompany to continue as the expenses of the period in the previous year.
Liquidity and Capital Resources
As of today, in August 2019, the Company identified three special purpose entities engaged in the land development and construction of multi-family homes and signed up the MOU. Though the contracts are not yet signed, the special purpose entities are preparing the audited financial which the Company would like to use it for negotiating the acquisition.
a going concern.
Cash Flow from Operating Activities
Net cash from operations for the current reporting period is $0 which is the same as the Net Cash from operations for the same period in the previous year.
Cash Flow from Investing Activities
Net cash provided by investing activities for the current reporting period is $0 which is the same as the Net Cash from Investing Activities for the same period in the previous year
Cash Flow from Financing Activities
Net cash provided by financing activities for the current reporting period is $0 which is the same as the Net Cash from Financing Activities for the same period in the previous year
The company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
Required
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the shareholders and the board of directors of Carnegie Development Inc.Opinion: We have audited the
December 31, 2009 | December 31, 2008 | |||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash | $ | 16,149 | $ | 5,467 | ||||
OTHER ASSETS | ||||||||
Fixed assets, net of accumulated depreciation of $2,215 and $1,660, respectively | 3,173 | 3,334 | ||||||
Deposits | 2,000 | 2,000 | ||||||
Software Development Cost | 1,171,220 | |||||||
Total Other Assets | 1,176,393 | 5,334 | ||||||
TOTAL ASSETS | $ | 1,192,542 | $ | 10,801 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable – trade | 434,130 | 743,075 | ||||||
Judgments payable | 225,000 | 838,610 | ||||||
Stock payable | 407,398 | 354,312 | ||||||
Accrued expenses – related parties | 45,522 | 403,043 | ||||||
Accrued expenses – other | 1,626,844 | 92,518 | ||||||
Current portion of notes payable | 1,267,211 | 668,565 | ||||||
TOTAL CURRENT LIABILITIES | $ | 4,006,105 | $ | 3,100,123 | ||||
LONG TERM LIABILITIES | ||||||||
Notes payable | 5,216,000 | 4,759,835 | ||||||
TOTAL LIABILITIES | $ | 9,222,105 | $ | 7,859,958 | ||||
STOCKHOLDERS’ DEFICIT | ||||||||
Series A convertible preferred stock, $0.001 par value per share; 7,000,000 shares authorized, none issued | - | - | ||||||
Series B convertible preferred stock, $0.001 par value per share; 1,100,000 shares authorized, none issued | - | - | ||||||
Series C convertible preferred stock, $0.001 par value per share; 1,000,000 shares authorized, 1,000,000 and -0- shares issued and outstanding, respectively | 1,000 | 1,000 | ||||||
Series D preferred stock, $0.001 par value per share; 1,000 shares authorized, issued and outstanding, respectively | 1 | 1 | ||||||
Common stock, $0.001 par value per share; 990,899,000 shares authorized; 317,747,047 and 13,318,846 shares issued and outstanding, respectively | 1,181,212 | 317,747 | ||||||
Additional paid-in capital | 70,391,195 | 66,003,083 | ||||||
Accumulated deficit | (61,284,093 | ) | (61,284,093 | ) | ||||
Deficit accumulated during development stage | (18,318,878 | ) | (12,886,895 | ) | ||||
TOTAL STOCKHOLDERS’ DEFICIT | $ | (8,029,563 | ) | $ | (7,849,157 | ) | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 1,192,542 | $ | 10,801 |
We have also audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the company’s internal control over financial reporting as of the year then ended, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report of even dated, express an unqualified opinion on the Company’s Internal Control over financial reporting.
Basis of Opinion: These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. Federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with standards of PCAOB, those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters: The management listed the critical audit matters as Note 10 in the notes on accounts. They are the matters arising from the current period audit of the financial statements and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. These critical audit matters do not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by referring the critical audit matters, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
/s/ Yusufali Musaji
Yusufali Musaji CPA
Managing Partner
Yusufali & Associates
PCAOB Registration # 3313
55 Addison Drive,
Short Hills, NJ, 07078
Telephone: 973-921-2892 12th August, 2019
Serving as the Company’s auditor since 2019
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| For the year ended |
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| 31-Dec-18 |
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| 31-Dec-17 |
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Assets |
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Current Assets: |
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Bank Account |
| $ | - |
|
| $ | - |
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Total current assets |
| $ | - |
|
| $ | - |
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Total assets |
| $ | - |
|
| $ | - |
|
Liabilities |
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Current Liabilities: |
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Accounts payable |
| $ | 120,000 |
|
| $ | 60,000 |
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Accrued expenses |
| $ | - |
|
| $ | - |
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Total Current Liabilities |
| $ | 120,000 |
|
| $ | 60,000 |
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Total liabilities |
| $ | 120,000 |
|
| $ | 60,000 |
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Stockholders' Equity |
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Series A preferred stock: 1,000 shares authorized, par value $0.001 per share; 1,000 shares issued and outstanding on December 31, 2018 and 1,000 shares issued and outstanding on December 31, 2017, recorded @ FMV to comply with FASB ASC Topic 718 Column (e) |
| $ | 4,000 |
|
| $ | 4,000 |
|
Common stock: 250,000,000 shares authorized, par value $0.00001 per share, 41,153,156 shares issued and outstanding on December 31, 2018 and 41,153,156 shares issued and outstanding on December 31, 2017 |
| $ | 2,270,117 |
|
| $ | 2,270,117 |
|
Additional Paid-in Capital |
| $ | 1,142,640 |
|
| $ | 1,142,640 |
|
Retained Earnings |
| $ | (3,536,757 | ) |
| $ | (3,476,757 | ) |
Total Stockholders' Equity |
| $ | (120,000 | ) |
| $ | (60,000 | ) |
Total Liabilities & Equity |
| $ | - |
|
| $ | - |
|
Carnegie Development, INC. Statement of Operations For the year ended 31-Dec-18 31-Dec-17 Net Revenues Operating expenses: Selling, general and administrative Total operating expenses Operating loss Net Gain (loss) Net gain (loss) attributable to common stock Earnings per share: Basic and diluted ($0.0015) ($0.0015) Basic and diluted weighted average common shares outstanding $ - $ - $ 60,000 $ 60,000 $ 60,000 $ 60,000 $ (60,000 ) $ (60,000 ) $ (60,000 ) $ (60,000 ) $ (60,000 ) $ (60,000 ) 41,153,156 41,153,156
Carnegie Development, INC. Statement of Cash Flows For the year ended 31-Dec-18 31-Dec-17 CASH FLOWS FROM OPERATING ACTIVITIES Net Gain (loss) Adjustments to reconcile Net Income to Net Cash provided by operations: Accounts Payable Total Adjustments to reconcile Net Income to Net Cash provided by operations Net cash provided by operating activities NET CASH used by Investing Activities NET CASH used by Financing Activities NET CASH INCREASE (DECREASE) For PERIOD Cash, Beginning Cash, Ending SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES: Cash paid during the period for: Interest Income taxes $ (60,000 ) $ (60,000 ) $ 60,000 $ 60,000 $ 60,000 $ 60,000 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
|
|
|
| Series A |
|
| Common Stock |
|
| Surplus |
| |||||||||||
|
| Shares |
|
| $ |
|
| Shares |
|
| $ |
|
| (Deficit) |
| |||||
Balance, December 31, 2016 |
|
| 1,000 |
|
|
| 4000 |
|
|
| 41,153,156 |
|
|
| 2,270,117 |
|
| $ | (3,416,757 | ) |
Net Income (Loss) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
| $ | (60,000 | ) |
Balance, December 31, 2017 |
|
| 1000 |
|
|
| 4000 |
|
|
| 41,153,156 |
|
|
| 2,270,117 |
|
| $ | (3,476,757 | ) |
Net Income (Loss) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
| $ | (60,000 | ) |
Balance, December 31, 2018 |
|
| 1,000 |
|
|
| 4000 |
|
|
| 41,153,156 |
|
|
| 2,270,117 |
|
| $ | (3,536,757 | ) |
16 |
Carnegie Development, INC.
Year Ended December 31 | From development stage inception (January 1, 2006) through December 31, | |||||||||||
2009 | 2008 | 2009 | ||||||||||
REVENUE | $ | - | $ | - | $ | - | ||||||
OPERATING EXPENSES | ||||||||||||
General and administrative | 1,262,204 | 4,403,689 | 9,935,388 | |||||||||
Legal and professional services | 187,250 | 187,250 | ||||||||||
Compensation | 602,369 | 602,369 | ||||||||||
Depreciation | 161 | 161 | ||||||||||
Loss on disposal of equipment | 0 | 0 | 9,287 | |||||||||
Total operating expenses | $ | 2,051,984 | $ | 4,403,689 | $ | 10,734,455 | ||||||
LOSS FROM OPERATIONS | $ | (2,051,984 | ) | $ | (4,403,689 | ) | $ | (10,734,455 | ) | |||
OTHER INCOME (EXPENSES) | ||||||||||||
Gain (loss) on derivative liability | - | (1,366,315 | ) | (2,103,592 | ) | |||||||
Interest expense | (17,957 | ) | (811,286 | ) | (2,039,653 | ) | ||||||
Loss on debt extinguishment | (3,362,043 | ) | (164,437 | ) | (3,441,879 | ) | ||||||
Other income | 0 | 0 | 700 | |||||||||
Total other income (expenses) | $ | (3,380,000 | ) | $ | (2,342,038 | ) | $ | (7,584,424 | ) | |||
NET LOSS | $ | (5,431,984 | ) | $ | (6,745,727 | ) | $ | (18,318,879 | ) | |||
LOSS PER SHARE: | ||||||||||||
Basic and diluted | $ | (0.00460 | ) | $ | (0.0212 | ) | ||||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: | ||||||||||||
Basic and diluted | 1,181,212,227 | 317,747,227 |
Series C Preferred Stock | Series D Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Development Stage Accumulated Deficit | Total Stockholders’ Deficit | ||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||
Balance, December 31,2006 | 0 | - | 1,000 | $ | 1 | 37,749 | $ | 38 | $ | 61,473,512 | $ | (61,284,093 | ) | $ | (4,464,591 | ) | $ | (4,275,133 | ) | |||||||||||||||||||||
Common stock issued for services | - | 10,008,000 | $ | 10,008 | $ | 591,192 | $ | 601,200 | ||||||||||||||||||||||||||||||||
Conversions of debt and promissory notes into equity | 3,274,097 | $ | 3,273 | $ | 290,771 | $ | 294,044 | |||||||||||||||||||||||||||||||||
Fair value of derivatives converted to equity | $ | 433,132 | $ | 433,132 | ||||||||||||||||||||||||||||||||||||
Beneficial conversion feature converted to equity | $ | 59,180 | $ | 59,180 | ||||||||||||||||||||||||||||||||||||
Cancelled shares for services | -1,000 | $ | (1 | ) | $ | (28,999 | ) | $ | (29,000 | ) | ||||||||||||||||||||||||||||||
Net loss for the year ended December 31,2007 | $ | (1,676,577 | ) | $ | (1,676,577 | ) | ||||||||||||||||||||||||||||||||||
Balance – December 31, 2007 | 0 | $ | - | 1,000 | $ | 1 | 13,318,846 | $ | 13,318 | $ | 62,818,788 | $ | (61,284,093 | ) | $ | (6,141,168 | ) | $ | (4,593,154 | ) | ||||||||||||||||||||
Preferred stock issued for compensation | 750,000 | $ | 750.0 | - | - | 0 | $ | - | $ | 134,250 | $ | - | $ | - | $ | 135,000 | ||||||||||||||||||||||||
Preferred stock issued for services | 250,000 | $ | 250.0 | - | - | 0 | $ | - | $ | 44,750 | $ | - | $ | - | $ | 45,000 | ||||||||||||||||||||||||
Common stock issued for services | - | - | - | - | 229,384,143 | $ | 229,384 | $ | 1,844,916 | $ | - | $ | - | $ | 2,074,300 | |||||||||||||||||||||||||
Common stock issued for compensation | - | - | - | - | 40,437,500 | $ | 40,438 | $ | 312,325 | $ | - | $ | - | $ | 352,763 | |||||||||||||||||||||||||
Common stock issued for debt conversion | - | - | - | - | 34,606,738 | $ | 34,607 | $ | 813,290 | $ | - | $ | - | $ | 847,897 | |||||||||||||||||||||||||
Fair value of derivatives converted to equity | - | - | - | - | 0 | $ | - | $ | 4,489 | $ | - | $ | - | $ | 4,489 | |||||||||||||||||||||||||
Discount on convertible debt | - | - | - | - | 0 | $ | - | $ | 16,262 | $ | - | $ | - | $ | 16,262 | |||||||||||||||||||||||||
Fair value adjustment for elimination of derivatives | - | - | - | - | 0 | $ | - | $ | 14,013 | $ | - | $ | 14,013 | |||||||||||||||||||||||||||
Net loss | - | - | - | - | 0 | $ | - | - | $ | (6,745,727 | ) | $ | (6,745,727 | ) | ||||||||||||||||||||||||||
Balance - December 31, 2008 | 1,000,000 | $ | 1,000.0 | 1,000 | $ | 1 | 317,747,227 | $ | 317,747 | $ | 66,003,083 | $ | (61,284,093 | ) | $ | (12,886,895 | ) | $ | (7,849,157 | ) | ||||||||||||||||||||
Common stock issued for services | 252,151,000 | $ | 252,151 | $ | 1,316,434 | $ | 1,568,585 | |||||||||||||||||||||||||||||||||
Common stock issued for compensation | 302,369,000 | $ | 302,369 | $ | 877,622 | $ | 1,179,991 | |||||||||||||||||||||||||||||||||
Common stock issued for debt conversion | 308,945,000 | $ | 308,945 | $ | 2,194,056 | $ | 2,503,001 | |||||||||||||||||||||||||||||||||
Net loss | $ | (5,431,983 | ) | $ | (5,431,983 | ) | ||||||||||||||||||||||||||||||||||
Balance - December 31, 2009 | 1,000,000 | $ | 1,000.0 | 1,000 | $ | 1 | 1,181,212,227 | $ | 1,181,212.0 | $ | 70,391,195 | $ | (61,284,093 | ) | $ | (18,318,878 | ) | $ | (8,029,563 | ) |
Year Ended December 31 | ||||||||
2009 | 2008 | |||||||
CASH FLOWS FROM OPERATING ACTIVITES | ||||||||
Net loss | $ | (5,431,983 | ) | $ | (6,745,727 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
Depreciation and amortization expense | 161 | 555 | ||||||
Amortization of deferred financing costs | - | 132,732 | ||||||
Amortization of note payable discount | - | 529,163 | ||||||
Notes payable issued for services | 598,646 | 665,000 | ||||||
Common and preferred stock issued for services | - | 1,438,607 | ||||||
Common and preferred stock issued for compensation | - | 1,168,456 | ||||||
Change in fair value of derivatives | - | 1,366,315 | ||||||
Gain on conversion of notes payable | - | 164,437 | ||||||
Changes in operating assets and liabilities: | ||||||||
Deposits | - | 7,211 | ||||||
Accounts payable | (308,945 | ) | 292,424 | |||||
Stock payable | 53,086 | 354,312 | ||||||
Judgments payable | (613,610 | ) | 36,316 | |||||
Accrued expenses | 1,534,326 | 110,576 | ||||||
Accrued expenses – related parties | (357,521 | ) | 403,043 | |||||
Software Development Cost | (1,171,220 | ) | ||||||
Net cash used in operating activities | $ | (5,697,060 | ) | $ | (76,580 | ) | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
APIC | 4,388,112 | |||||||
Common Stock | 863,465 | |||||||
Proceeds from issuance of new debt | 456,165 | 36,400 | ||||||
$ | 5,707,742 | $ | 36,400 | |||||
NET DECREASE IN CASH | 10,682 | (40,180 | ) | |||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 5,467 | 45,647 | ||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 16,149 | $ | 5,467 |
NOTE
Carnegie Development Inc.,- Summary of Significant Accounting Policies
name “Technicraft Financial, Ltd.” In August 1994, the Company acquired GK Intelligent Systems, Inc., a Texas corporation, and changed its name to GK Intelligent Systems, Inc. Through 1999, the Company was principally engaged in the development and marketing of software products capable of interaction with and adaptation to the needs of software users and interpretation of data. The Company Website changed its name in 2005 to M Power Entertainment, Inc. M Power planned to create a lifestyle information/entertainment platform. In 2006, M Power redesigned its platforms. Its new platforms were designed to offer an enhanced form of interactivity and support for today’s visually-oriented web surfing community. On August 20, 2007, the Company changed its name to eDOORWAYS Corporation.
Thisa web-based personal lifestyle information enhancement and problem solving gateway, lifestyle information source, and business-to-consumer marketplace. Our business strategy is to obtain revenue from lifestyle product and service purchases made while consumers visit our marketplace.
NOTE 2 - GOING CONCERN
is a Development Stage Company, as defined by Statement of Financial Accounting Standards No.7 “Accounting and Reporting for Development Stage Enterprises.” The Company re-entered the development stage on January 1, 2006 after disposing of its operations in M Power.
The Companythe attainment of profitable operations. These factors raise substantial doubt regarding eDOORWAYS’ ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should eDOORWAYS be unable to continue as a going concern.
Note 3 – Significant Accounting Policies
This summary of significant account policies of the Company is presented to assist in understanding the Company's financial statements. The financial statements and the notes are the representation of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to U.S. generally accepted accounting principles ("US GAAP") and have been consistently applied in the preparation of the financial statements.
Basis of Presentation
This Company uses the enterprise reporting under the provisions of Statement of Financial Accounting Standards ("SFAS") no. 7. The accompanying financial statements are prepared in accordance with Generally accepted accounting principles (“US GAAP”) in the United States of America.
Use of Estimates
The preparation of financial statements requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses for the reported period. Actual results will differ from those estimates. Included in these estimates are legal risks and exposures, valuation of stock-based compensation, the potential outcome of future tax consequences of events that have been recognized in the financial statement or tax returns.
Reclassification
Certain amounts in the financial statements of the prior year have been reclassified to conform to the presentation of the current year for comparative purposes.
Cash and Cash Equivalents
The Company considers all highly liquid temporary cash investments with an original maturity of three months or less, when purchased, to be cash equivalents.
Concentration of Credit Risks
The Company is subject to concentrations of credit risk primarily from cash and cash equivalents.
The Company's cash and cash equivalents accounts are held at financial institutions and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to $250,000. As on the reporting date, there were no cash balances in excess of federally insured limits.
Product Concentration
Effective July 2019, the Company plans to invest and participate in the real estate projects
Fair Value of Financial Instruments
The Company accounts, for the assets and liabilities measured at fair value on a recurring basis, in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements.
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:
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The Company did not have any Level 2 or Level 3 assets or liabilities on the reporting date.
Additional Disclosures Regarding Fair Value Measurements
The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, interest payable, advances payable, and notes and convertible promissory notes payable approximate their fair value due to the short maturity of these items.
Revenue Recognition
The Company recognizes revenue on arrangements in accordance with ASC 606 — Revenue from Contracts with Customers. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability of the resulting receivable is reasonably assured. Since inception and until now, this company has not earned any revenue.
Advertising
The Company expenses advertising costs as incurred. The Company did not spend any money for the advertising, during the reporting period.
Share-Based Payment
The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation, Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.
Basic and Diluted Earnings per Share
Basic earnings per share are calculated by dividing the income available to stockholders by the weighted-average number of shares of Common Stock outstanding during each period. Diluted earnings per share are computed using the weighted average number of shares of Common Stock and dilutive Common Stock share equivalents outstanding during the period. Dilutive Common Stock share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method). Earnings per share calculations are provided as part of the income statement.
Property and Equipment
Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives of three years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized.
Depreciation expense is $0 for the reporting period.
Impairment of Long-Lived Assets and Amortizable Intangible Assets
The Company follows ASC 360-10, "Property, Plant, and Equipment," which established a "primary asset" approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.
Intangible Assets - Goodwill
The excess of the purchase price over net tangible and identifiable intangible assets of business acquired is carried as Goodwill on the balance sheet. Goodwill is not amortized, but instead is assessed for impairment at least annually and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. Measurement of the impairment loss, if any, is based on the difference between the carrying value and fair value of reporting unit. The goodwill impairment test follows a two-step process. In the first step, the fair value of a reporting unit is compared to its carrying value. If the carrying value of a reporting unit exceeds its fair value, the second step of the impairment test is performed for purposes of measuring the impairment. In the second step, the fair value of the reporting unit is allocated to all of the assets and liabilities of the reporting unit to determine an implied goodwill value. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of goodwill, an impairment loss will be recognized in an amount equal to that excess. There were no material impairments to the carrying value of long-lived assets and intangible assets subject to amortization during the reporting period.
Acquisitions
The Company recognizes the assets acquired, the liabilities assumed, and any non-controlling interest in the acquired at the acquisition date, measured at their fair values as of that date. Contingent purchase consideration is recorded at fair value at the date of acquisition. Any excess purchase price over the fair value of the net assets acquired is recorded as goodwill. Within one year from the date of acquisition, the Company may update the value allocated to the assets acquired and liabilities assumed and the resulting goodwill balances as a result of information received regarding the valuation of such assets and liabilities that was not available at the time of purchase. Measuring assets and liabilities at fair value requires the Company to determine the price that would be paid by a third-party market participant based on the highest and best use of the assets or interests acquired. Acquisition costs are expensed as incurred.
Fair Value Measurements
For certain financial instruments, including accounts receivable, accounts payable, interest payable, advances payable and notes payable, the carrying amounts approximate fair value due to their relatively short maturities.
The Company follows ASC 820-10, "Fair Value Measurements and Disclosures." ASC 820-10 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:
Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The Company did not identify any non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with ASC 815.
ASC 825-10 "Financial Instruments." permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The Company chose not to elect the option to measure the fair value of eligible financial assets and liabilities.
Borrowings
Borrowings are recognized initially at cost, which is the fair value of the proceeds received, net of transaction costs incurred. In subsequent periods, borrowings are stated at amortized cost using the effective yield method; any difference between fair value of the proceeds (net of transaction costs) and the redemption amount is recognized as interest expense over the period of the borrowings.
Provisions
Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Where the Company expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain.
The Company recognizes the estimated liability to repair or replace products sold still under warranty at the balance sheet date. This provision is calculated based on past history of the level of repairs and replacements.
Legal Matters
In the ordinary course of our business, we may be subject to various claims, pending and potential legal actions for damages, investigations relating to governmental laws and regulations and other matters arising out of the normal conduct of our business. We are not aware of any material pending legal proceedings to which we are a party or of which any of our properties is the subject.
Special Purpose Entities
The Company does not have any off-balance sheet financing activities, as on the reporting date three special purpose entities as wholly owned subsidiaries are likely additions as per the MOU dated 30th April 2019. Contracts are reviewed by the Legal team.
Net Income per Share
The Company computes net income (loss) per share in accordance with ASC 260-10, "Earnings per Share." The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period using the "as if converted" basis.
NOTE 4 - COMMON STOCK AND PREFERRED STOCK
Common Stock
There is currently only one class of common stock. Each share common stock is entitled to one vote.
The authorized number of shares of common stock of the Company on the reporting date was 250,000,000 shares with a par value per share of $0.00001. Authorized shares that have been issued and outstanding are 41,153,156 as on the reporting date.
Preferred Stock
Series A – [1] Designation: A series of preferred stock is hereby designated as Series A Preferred Stock. [2] Liquidation Preference: The holders of the Series A Preferred Stock has no liquidation preference. [3] Dividends: The holders of the Series A Preferred Stock shall not receive dividend. [4] Number: The number of shares is fixed at 1,000. As on the reporting date, 1,000 shares are authorized, issued and outstanding. [5] Conversion: The Series A Preferred Stock is not convertible into shares of common stock. [7] Voting Rights: The Series A Preferred Stock, collectively, are entitled to that number of votes which shall equal Seventy-five percent (75%) of all eligible votes. There is currently 1 shareholder of record of the company's common stock. These shares are accounted at FMV so as to comply with FASB ASC Topic 718 column (e)
NOTE 5 - RELATED PARTY TRANSACTIONS
a) Officer's compensation is a related party transaction for the reporting period:
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| Q4 2018 |
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| Q3 2018 |
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| Q2 2018 |
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| Q1 2018 |
| ||||
Compensation. |
| $ | 15,000 |
|
| $ | 15,000 |
|
| $ | 15,000 |
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| $ | 15,000 |
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b) In July 2019, the Company signed a contract with JMJ development, Inc. for all the administrative support. The owner of JMJ Development, Inc. is a major shareholder in the Company.
22 |
NOTE 6
Deferred income taxes are provided usingConvertible Debentures
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the meritsissuance of the position taken ornotes). During the fourth quarter of 2007, all of these convertible notes in the amount of $91,100 were converted into 1,575,776 shares of common stock. Upon conversion we recognized a $54,000 loss on extinguishment of debt due to the positionconversion price being greater than the amount owed on two of the loans. Under the terms of the warrants issued in connection with the 6% convertible debentures, if the Company issues common stock at a discount to the exercise price of the warrants, the exercise price of the warrants to purchase shares of common stock is adjusted downward in proportion to the discount given in the new equity issuance. The outstanding warrants affected by this change are 750 warrants with an exercise price of $3.20 expiring March 30, 2014 and 15,000 warrants with an exercise price of $200 that would be ultimately sustained.expire April 18, 2013.
Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations.
A reconciliation of the Company's effective tax rate to the statutory federal rate is as follows:
The components of the deferred tax assets and liabilities are as follows:
|
| December 31, 2018 |
|
| December 31, 2017 |
| ||
Deferred tax assets: |
|
|
|
|
|
| ||
Net operating loss carryovers |
| $ | 3,536,757 |
|
| $ | 3,476,757 |
|
Stock-based compensation |
|
| - |
|
|
| - |
|
Other temporary differences |
|
| - |
|
|
| - |
|
Total deferred tax assets |
| $ | 3,536,757 |
|
| $ | 3,476,757 |
|
Valuation allowance |
| $ | (3,536,757 | ) |
| $ | (3,476,757 | ) |
Net deferred tax asset |
| $ | - |
|
| $ | - |
|
Asfair value on the reporting date the Company had net operatingof settlement of $0.01 per share. As a result, eDOORWAYS recognized a loss carryoverson debt settlement of approximately $3.5 million that may be applied against future taxable income and expires at various dates between 2026 and 2031, subject to certain limitations. The Company has a deferred tax asset arising substantially from the benefits of such net operating loss deduction and has recorded a valuation allowance for the full amount of this deferred tax asset since it is more likely than not that some or all of the deferred tax asset may not be realized.
$7,000.
NOTE 8 - CONTINGENCIES
Company. The management reviewed withnotes carried no interest and had a term of 10 days. They were convertible into common stock of eDOORWAYS at a rate of between $0.006 and $0.025 per common share during the legal team and concludes that there are no disputes remaining unresolved and hence there are no contingent liabilities as10 day term of the notes. The holders of each of these notes elected to convert them into a total of 28,500,000 shares of common stock. The shares were valued at fair value of the date of settlement of $822,500. As a result, eDOORWAYS recognized a loss on the reporting date.
NOTE 9 - NOTES PAYABLE
Nodebt settlement of $157,500.
NOTE 10 - MANAGEMENT ASSERTIONS ON CRITICAL AUDIT MATTERS
Manuals and handbooks: Absence of written manuals and handbooks is the concern for the audit. Sincefive years subsequent to December 31, 2009 are as follows:
Year ending December 31, | ||||
2009 | $ | 668,565 | ||
2010 | 1,449,235 | |||
2011 | 2,588,124 | |||
2012 | 722,476 | |||
Total | $ | 5,428,400 |
loss carryforwards will expire beginning in 2026.
Warrants | Weighted Average Exercise Price | |||||||
Outstanding, December 31, 2007 | 10,016,089 | $ | 0.2999 | |||||
Granted | ||||||||
Expired/Cancelled | ||||||||
Exercised | - | - | ||||||
Outstanding, December 31, 2008 | 10,016,089 | $ | 0.2999 | |||||
Granted | - | |||||||
Expired/Cancelled | ||||||||
Exercised | - | |||||||
Outstanding, December 31, 2009 | 10,016,089 | 0.2999 |
Number of authorized shares | ||||
Series A Convertible Preferred Stock | 7,000,000 | |||
Series B Convertible Preferred Stock | 1,100,000 | |||
Series C Convertible Preferred Stock | 1,000,000 | |||
Series D Preferred Stock | 1,000 | |||
Common stock | 990,899,000 | |||
Total authorized shares | 1,000,000,000 |
● | Carry voting rights five times the number of common stock votes; | |
● | Carry no dividends; | |
● | Carry liquidating preference eight times the sum available for distribution to common shareholders; | |
● | Can automatically convert after one year after issuance to 20 common shares; and | |
● | Not be subject to reverse stock splits and other changes to the common stock of eDOORWAYS. |
With
Foras of the current quarter,end of the Company has few transactions. The book-keeping and the financial statement preparations were handledperiod covered by qualified professionals and hence this report. Based on that evaluation, our management believesconcluded that there are adequateour disclosure controls and procedures foras of the currentend of the period covered by this report which arewere not effective to ensure that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding disclosure. It has been determined by our management that the Company has adequateinadequate segregation of duties consistent with control objectives and has also adapted various accountinginsufficient written policies inand procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC requirements. T he Company has inadequate segregation of duties consistent with control objectives and further, has insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosure requirements. The Company has effectiveineffective controls over theperiod end financial disclosure and reporting processes.
The
The
In general, Our management does not possess accounting expertise. This weakness is due to the company’s lack of working capital to hire additional staff. To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.
Management’s report was not subject to the attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report
Name | Age | Position | ||
Gary F. Kimmons | 60 | Chairman of the Board President Chief Executive Officer Chief Financial Officer | ||
Lance Kimmons | 32 | Director | ||
Kathryn Kimmons | 57 | Director and Secretary |
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BIOGRAPHIES
Sohail Quraeshi (59) – Chief Executive Officer, President and director. Mr. Quraeshi is a graduate of Buckinghambehavioral science from Rice University in 1973 and a masters degree in applied industrial psychology and management science from Stevens Institute of Technology in 1975.
Shahmir Quraeshi (28) – Chief Financial Officer, Secretary and Treasurer. Mr. Quraeshi received his undergraduate education at American International University and a Master's degree in Leadership and Management from Palm Beach Atlantic University. In 2006, Mr. Quraeshi started his career training as an analyst with Crossbow Ventures, a leading South Florida venture capital firm. He worked there from 2006 to 2007. From 2007 to 2008, he was Office Manager of Qualities Imaging Center, a medical imaging company in Wellington Florida. From 2008 to present heretail buying. Mrs. Kimmons has been a co-ownersole proprietor of Sophie’s Nest, a retail enterprise focused on home furnishings
Murugan Venkatachalam (62) – Corporate Controller. Mr. Venkatachalam received his Master's degree and Ph.D. in Finance from the University of Madras, India. He is also a chartered accountant in India. From April 10, 2006 to present he has served as Corporate Controller for Model Shipways, Inc., a Florida-based manufacturer of ship model kits.
Kathryn Kimmons.
officers, which is posted on our internet website at www.edoorways.com.
During the Current Year | ||||||||||||
Name |
| Fees Earned or Paid in cash |
| Non-Equity Incentive Plan Compensation |
| All Other Compensation |
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| Total |
| ||
Sohail Quraeshi CEO |
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| $ | 36,000 |
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| $ | 36,000 |
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Shamir Quraeshi CFO |
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| $ | 24,000 |
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| $ | 24,000 |
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During the Last Year | ||||||||||||
Name |
| Fees Earned or Paid in cash |
| Non-Equity Incentive Plan Compensation |
| All Other Compensation |
|
| Total |
| ||
Sohail Quraeshi CEO |
|
|
|
|
| $ | 36,000 |
|
| $ | 36,000 |
|
Shamir Quraeshi CFO |
|
|
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| $ | 24,000 |
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| $ | 24,000 |
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officers.
Name and Principal Position | Salary ($) | Bonus ($) | All Other Compensation ($) | Total ($) | ||||||||||||
Gary F. Kimmons(1) | ||||||||||||||||
CEO, CFO and | 300,000 | 60,000 | 135,000 | 495,000 | ||||||||||||
Chairman of the Board | 240,000 | 50,000 | N/A | 290,000 | ||||||||||||
Lance Kimmons, | 88,000 | N/A | N/A | 88,000 | ||||||||||||
Director | N/A | N/A | N/A | N/A | ||||||||||||
Kathryn Kimmons | 85,300 | N/A | N/A | 85,300 | ||||||||||||
Secretary and Director | N/A | N/A | N/A | N/A |
Mr. Kimmons, the President and CEO of the Company is currently subject to an Employment Agreement with the Company. See “Employment Contracts” below. |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | |||||||||||||||||||||||||||
Gary Kimmons | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | |||||||||||||||||||||||||||
Lance Kimmons | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | |||||||||||||||||||||||||||
Kathryn Kimmons | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
DIRECTOR COMPENSATION | ||||||||||||||||||||||||||||
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All accrued unpaid Compensation | Total | |||||||||||||||||||||
Gary Kimmons | $ | 51,257 | $ | 135,000 | N/A | N/A | N/A | $ | 308,743 | $ | 495,000 | |||||||||||||||||
Lance Kimmons | N/A | $ | 5,000 | N/A | N/A | N/A | $ | 83,000 | $ | 88,000 | ||||||||||||||||||
Kathryn Kimmons | $ | 9,500 | $ | 4,500 | N/A | N/A | N/A | $ | 71,800 | $ | 85,800 |
Name of Beneficial Owner | Number of Shares Beneficially Owned (1) | % of Outstanding Shares | ||||||
Gary Kimmons (CEO, CFO and Chairman)(2) | 0 | 0 | % | |||||
Lance Kimmons (Director) | 10,250,000 | 1.59 | % | |||||
Kathryn Kimmons (Director and Secretary)(3) | 0 | 0 | % | |||||
Kimmons Family Partnership (2) (3) | 34,375,000 | 5.35 | % | |||||
CEDE & CO | 76,665,202 | 11.93 | % | |||||
Triumph Capital | 33,333,333 | 5.19 | % | |||||
Ajene Watson LLC | 29,000,000 | 4.51 | % | |||||
Fairhills Capital | 18,333,330 | 2.85 | % | |||||
Ajene Watson | 18,470,219 | 2.87 | % | |||||
All directors and officers as a group (3 persons) | 44,625,000 | 6.945 | % |
1. | All amounts shown in this column include shares obtainable upon exercise of stock options or warrants currently exercisable or exercisable within 180 days of the date of this table and is based on 642,512,859 of common stock outstanding as December 31, 2009. |
2. | Mr. Gary Kimmons is a general partner of the Kimmons Family Partnership, Ltd., and as such has the sole voting, investment and disposition power over the 34,375,000 shares of Common Stock owned by the partnership |
3. | Mrs. Kimmons is deemed to have indirect beneficial ownership of these shares, as the spouse of Gary F. Kimmons. |
Fee Category |
| 2018 |
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| 2017 |
| ||
Audit Fees |
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| 5,000 |
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| 5,000 |
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Audit-Related Fees |
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| - |
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Tax Fees |
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| - |
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All Other Fees |
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| - |
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Total Fees |
|
| 5,000 |
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| 5,000 |
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Fee Category | 2009 Fees | 2008 Fees | ||||||
Audit Fees | $ | 0 | $ | 114,250 | ||||
Audit-Related Fees | $ | - | $ | - | ||||
Tax Fees | $ | - | $ | - | ||||
All Other Fees | $ | - | $ | - | ||||
Total Fees | $ | 0 | $ | 114,250 |
35 |
Exhibit No. | Description | |
|
36 |