SecProbe.io

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Mail Stop 3561

      November 30, 2005

Lavi Krasney
Chief Executive Officer
Cdoor Corp.
20A Rehov Sharei Torah
Bayit Vegan, Jerusalem 96387

	Re: 	Cdoor Corp.
Amendment No. 1 to Registration Statement on Form SB-2
      Filed November 16, 2005
		File No. 333-128399

Dear Mr. Krasney:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Cover Page
1. We note your response to comment 3 in our letter dated October
13,
2005.  Please revise the table to indicate that you may receive no
proceeds from this offering.
2. We note your response to comment 6 in our letter dated October
13,
2005.  Your disclosure indicates that you are a development stage
company established, with no  operations, no revenues, and no
significant assets.  It therefore appears that your proposed
business
may be commensurate in scope with the uncertainty ordinarily
associated with a blank check company.  Accordingly, please revise
your disclosure throughout your registration statement to comply
with
Rule 419 of Regulation C or provide us with an explanation of why
Rule 419 does not apply.

Dilution, page 14
3. Your dilution table presents gross proceeds under the "Assumed
Net
Proceeds Raised Under Offering" heading.  Please revise your
dilution
table to present the net proceeds you expect to receive in the
offering.
4. We have reviewed your response to comment 11 in our letter
dated
October 13, 2005 and still are unclear how you calculated the
amounts
in the line item "Pro forma net tangible book value after the
offering."  Under the 100% offering scenario, for example, it
appears
that your net tangible book value would be approximately $39,000
after application of the $89,000 net proceeds, resulting in a per-
share book value of $0.0131.  Please revise or show us your
computations.

Management`s Discussion and Analysis or Plan of Operation, page 17
5. As requested by comment 8 in our letter dated October 13, 2005,
please revise your plan of operation discussion under each
offering
scenario to indicate how the net proceeds of the offering will be
utilized.  Under the 25% offering scenario, for example, you will
receive net proceeds of $14,000, as opposed to $25,000.
6. Within the 25% and 50% offering scenario discussions you
indicate
that you will need additional funds in order to market and begin
selling your product.  Since you will not be able to generate
revenue
under those scenarios unless you raise additional funds, please
disclose the funding sources you intend to utilize under those
scenarios and the potential consequences of not obtaining the
requisite additional funding.
7. Within the 50%, 75%, and 100% offering scenario discussions you
indicate that the net proceeds received will approximate the
amount
you will receive "if we raised twenty-five percent of the funds we
are hoping to raise in this offering."  Please revise the "twenty-
five percent" language to reflect the appropriate offering
scenario.

Plan of Distribution, page 25
8. We note your response to comment 24 in our letter dated October
13, 2005.  Please discuss whether you considered your recent
private
placements in determining the offering price for your securities.

Financial Statements for the Nine Months Ended September 30, 2005
and
Cumulative From Inception (November 18, 2004) Through September
30,
2005

Statements of Cash Flows, page 3
9. We note that you present an ending cash balance at September
30,
2005 of $242.  Please revise your statement of cash flows to
present
the change in the bank overdraft line item as a financing
activity.

Financial Statements for the Period From November 18, 2004 (Date
of
Inception) Through December 31, 2004

Report of Independent Registered Public Accounting Firm, page 1
10. We note that your auditor, SF Partnership, is located in
Toronto,
Canada.  Since your principal place of business is located in
Israel,
please tell us how the audit of your company was conducted,
including
whether your auditor performed all the required audit procedures
within Canada or whether a portion of the audit was conducted by
an
affiliate of your Canadian auditor within Israel.  Also tell us
the
substantive reasons that you engaged a Canadian auditor, as
opposed
to a U.S. public accounting firm, to serve as your principal
auditor.
In this regard, please note that, in accordance with Article 2 of
Regulation S-X, we believe that the audit report of a registrant,
that is not a foreign private issuer, should ordinarily be
rendered
by an auditor licensed in the United States.  Further guidance may
be
found in Section 5.K of "International Reporting and Disclosure
Issues in the Division of Corporation Finance" on the Commission`s
website at
www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm.

2.  Summary of Significant Accounting Policies, page 7
11. We have reviewed your response to comment 30 in our letter
dated
October 13, 2005 and reissue our comment.  Please explicitly tell
us
whether you use the U.S. dollar, Israeli shekel, or some other
currency as your functional currency and the reasons for your
determination.  In this regard, you should provide us a
description
of your primary economic environment as that term is used in
paragraph 39 of SFAS no. 52.  If your functional currency is not
the
U.S. dollar, please disclose comprehensive income and its
components,
including foreign currency translation adjustments, or tell us why
no
such disclosure is necessary.  See paragraphs 14 and 22-25 of SFAS
130.

*****

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
letter with your amendment that keys your responses to our
comments
and provides any requested information.  Detailed letters greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      You may contact Andrew Blume at (202) 551-3254, or James
Allegretto, Accounting Branch Chief, at (202) 551-3849 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Howard Baik, Attorney-Advisor, at (202)
551-
3317, Ellie Quarles, Special Counsel at (202) 551-3238, or me at
(202) 551-3725 with any other questions.

      							Sincerely,

      							H. Christopher Owings
      Assistant Director

cc:	Michael S. Krome, Esq.
	Fax:  (631) 737-8382

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Lavi Krasney
Cdoor Corp.
November 30, 2005
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