Pennimon's Fishin' Hole

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WATCHLIST ADDITION

MPWE

As of November 16, 2006, there were 66,744,688 shares of common stock, $0.001 par value, outstanding.

Cash and Cash Equivalents
For purposes of the statements of cash flows, M Power considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of September 20, 2006 the Company had $849,039 cash in excess of FDIC insurance.

NOTE 3 - CONVERTIBLE DEBENTURES AND DERIVATIVE LIABILITIES
On April 18, 2006, M Power completed a financing agreement for $2,000,000 with private investors. Three traunches of financing were received on April 18, 2006, May 23, 2006 and August 4, 2006 in the amounts of $600,000, $700,000, and $700,000 respectively. M Power issued the Investors secured convertible debentures totaling $2,000,000 with a 6% interest rate and a maturity date of April 18, 2009, May 23, 2009, and August 4, 2009. The debentures are convertible into common shares at a discount (using the "Applicable Percentage") of the average of the lowest three (3) trading prices 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. M Power simultaneously issued to the private investors seven year warrants to purchase 30,000,000 common shares at an exercise price of $0.10.


NOTE 6 - COMMON STOCK
During the first quarter of 2006, M Power issued 10,340,000 shares of common stock in payment for services valued at $427,710 to various consultants. During the second quarter of 2006, M Power issued 5,508,770 shares of common stock in payment for services valued at $70,105.

During the third quarter of 2006, 1,000,000 shares were issued in settlement of the Moranto lawsuit valued at $14,500. 1,508,770 shares which had previously been issued to a consultant were returned and cancelled. These shares for services were valued at $18,105, and were registered under Regulation S-8.

Investors exercised their conversion rights for 4,200,000 shares of M Power's common stock, par value $.001, at the conversion prices ranging from $0.0024 to $0.001426 which reduced the convertible debentures by $7,896 and the derivative liability by $18,078.

NOTE 7 - SUBSEQUENT EVENTS
From October 1, 2006 to date, investors exercised their conversion rights for 3,150,000 shares of M Power's common stock, par value $.001, at conversion prices ranging between $0.001264 and $0.000862. This reduced the convertible debentures by $3,132.


We are establishing a new brand that could play a role in changing the future landscape of the Internet services market. Called eDOORWAYS, our brand will attempt to capitalize on an emerging opportunity created by several developments: the huge success of community democratic Internet service offerings such as Google, Wikipedia and MySpace; the movement in marketing toward micro, or "niche" marketing and targeted service offerings in place of traditional mass marketing; the emergence of new technologies that enable the aggregation and presentation of information on the Internet on a real-time basis; and the changing demeanor of consumers, overwhelmed by the information explosion and increased complexity of modern living.

eDoorways will acknowledge and use these factors to empower consumers, retailers and manufacturers alike, dramatically changing the "rules of engagement" for tackling lifestyle problems and introducing a new, more effective environment where all may benefit in important new ways. With the successful introduction of eDoorways, the door will literally open for the next generation of Internet activities to begin.


eDoorways will be a web-based personal lifestyle information enhancement and problem solving gateway, lifestyle information source and business to consumer marketplace. In short, a virtual kiosk creating a new context for uniting consumers, the global consumer community, retailers, and manufacturers - A lifestyle "problem solving team" that's never been available before. Key differentiator for eDoorways will include increased consumer empowerment via a higher level of engagement with retailers, manufacturers, other consumers as well as a stronger orientation toward customer service and improved ways for retailers to identify prospects and close the sale. Potential competitors are About.com, Google, eBay and Craigslist as well as other search engines and information sites. Our revenues will be derived from the eDoorways marketplace through advertising placement fees and a percentage of sales transactions.


eDoorways is designed to offer an enhanced form of interactivity and support for today's visually-oriented web surfing community. eDoorways could offer a wide range of businesses a unique opportunity to present their products and services to a broader market. The "storefronts" they establish on eDoorways will be predicated on the concept that they are bringing relevant expert assistance to consumers at their critical moment of need. This will give our business clients a chance to build clientele and strengthen their brand by engaging consumers through service and support. In doing so, our sponsoring companies will have a new way to not only retain current customers, but also reach potential new customers, close the sale, and build a long-standing relationship.


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