Cornerworld (CWRLD) 10-Q 2010 Q3 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

R	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Quarterly Period Ended October 31, 2010
£	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                     to

Commission File Number:333-128614

CORNERWORLD CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	98-0441869
(State of incorporation)	(I.R.S. Employer Identification No.)

12404 Park Central Drive, Suite 400
Dallas, Texas 75251
(Address of principal executive offices)

(214) 224-1000
(Registrant’s telephone number including area code)

Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ___

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation ST (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ___  No ___

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ___     Accelerated filer ___     Non-accelerated filer ___     Smaller reporting company  X  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ___  No  X  

The number of shares outstanding of the registrant’s common stock, $0.001 par value per share, as of December 14, 2010 was 95,518,317.

CORNERWORLD CORPORATION

INDEX

Item Number		Page
	PART I. FINANCIAL INFORMATION
1	Financial Statements (Unaudited):		1
	Condensed Consolidated Balance Sheets as of October 31, 2010 and April 30, 2010		2
	Condensed Consolidated Statements of Operations for the Three and Six Month Periods Ended October 31, 2010 and 2009		2
	Condensed Consolidated Statement of Stockholders’ Deficit for the Six Months Ended October 31, 2010		3
	Condensed Consolidated Statements of Cash Flows for the Six Month Periods Ended October 31, 2010 and 2009		4
	Notes to Condensed Consolidated Financial Statements		5
2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
3	Quantitative and Qualitative Disclosure about Market Risk		20
4	Controls and Procedures		20
	PART II. OTHER INFORMATION
1	Legal Proceedings		21
1A	Risk Factors		21
2	Unregistered Sales of Equity Securities and Use of Proceeds		21
3	Defaults Upon Senior Securities		21
4	[Removed and Reserved]		21
5	Other Information		21
6	Exhibits		21
	Signatures		22

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

CornerWorld Corporation
Condensed Consolidated Balance Sheets

	October 31, 2010			April 30, 2010
	(unaudited)			(audited)
Assets
Current assets:
Cash	$	686,731		$	590,163
Accounts receivable (net of allowance for doubtful accounts of $52,452 and $63,012 at October 31, 2010 and April 30, 2010, respectively)		1,792,626			1,813,166
Prepaid expenses and other current assets		79,673			119,939
Total current assets		2,559,030			2,523,268
Property and equipment, net		533,316			700,387
Goodwill		2,136,836			2,136,836
Patent		8,308,412			9,087,326
Intangibles, net		277,772			444,440
Other assets		28,127			31,184
TOTAL ASSETS	$	13,843,493		$	14,923,441
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	3,122,076		$	3,432,129
Accrued expenses		479,828			393,427
Line of credit		65,000			215,000
Notes payable related parties, current portion		1,895,000			1,505,000
Deferred revenue		171,062			197,769
Other current liabilities		1,361,882			1,053,235
Total current liabilities		7,094,848			6,796,560
Long-term liabilities:
Notes payable related parties, net of current portion		6,554,199			7,604,199
Other liabilities		2,025,000			2,025,000
Total liabilities		15,674,047			16,425,759
Commitments and Contingencies (Notes 4, 5,6 and 8)
Stockholders’ deficit:
Preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $0.001 par value, 250,000,000 shares authorized; 95,518,317 shares issued and outstanding, at October 31, 2010 and April 30, 2010		95,518			95,518
Additional paid-in capital		7,814,670			7,740,043
Retained earnings (accumulated deficit)		(9,740,742	)		(9,337,879	)
Total stockholders’ deficit		(1,830,554	)		(1,502,318	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	13,843,493		$	14,923,441

See Notes to Condensed Consolidated Financial Statements.

1

CornerWorld Corporation
Condensed Consolidated Statements of Operations
(unaudited)

	For the Three Months Ended October 31,						For the Six Months Ended October 31,
	2010			2009			2010			2009
Sales, net	$	2,950,294		$	2,928,300		$	5,827,896		$	5,842,955
Costs of goods sold		914,778			762,209			1,943,162			1,704,065
Gross profit		2,035,516			2,166,091			3,884,734			4,138,890
Expenses:
Selling, general and administrative expenses		1,708,213			1,191,975			3,129,617			2,237,046
Depreciation and amortization		564,183			624,652			1,132,183			1,273,657
Total Operating expenses		2,272,396			1,816,627			4,261,800			3,510,703
Operating income (loss)		(236,880	)		349,464			(377,066	)		628,187
Other income (expense), net:
Interest expense		(247,929	)		(371,280	)		(507,440	)		(1,043,876	)
Other income (expense), net		63,208			(20	)		481,643			(10,353	)
Total other expense, net		(184,721	)		(371,300	)		(25,797	)		(1,054,229	)
Loss before income taxes		(421,601	)		(21,836	)		(402,863	)		(426,042	)
Income taxes		—			—			—			—
Net loss	$	(421,601	)	$	(21,836	)	$	(402,863	)	$	(426,042	)
Basic and diluted loss per share	$	0.00		$	0.00		$	0.00		$	(0.01	)
Basic and diluted weighted average number shares outstanding		95,518,317			95,768,317			95,518,317			81,410,708

See Notes to Condensed Consolidated Financial Statements.

2

CornerWorld Corporation
Condensed Consolidated Statements of Stockholders’ Deficit
(unaudited)

					Additional Paid-in Capital		Accumulated Deficit			Total Stockholders’ Deficit
	Common Shares
	Shares		Amount
Balance, April 30, 2010		95,518,317	$	95,518	$	7,740,043	$	(9,337,879	)	$	(1,502,318	)
Stock-based compensation expense		—		—		74,627		—			74,627
Net loss		—		—		—		(402,863	)		(402,863	)
Balance, October 31, 2010		95,518,317	$	95,518	$	7,814,670	$	(9,740,742	)	$	(1,830,554	)

See Notes to Condensed Consolidated Financial Statements.

3

CornerWorld Corporation
Condensed Consolidated Statements of Cash Flows
(unaudited)

	For the Six Months ended October 31,
	2010			2009
Cash Flows from Operating Activities
Net loss	$	(402,863	)	$	(426,042	)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization		1,132,183			1,273,657
Provision for doubtful accounts		27,445			30,000
Stock-based compensation		74,627			121,497
Changes in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable		(6,905	)		(218,260	)
Prepaid expenses and other current assets		40,266			424,452
Goodwill		—			(48,430	)
Other assets		3,057			(15,143	)
Accounts payable		(310,053	)		(270,881	)
Accrued expenses		86,401			436,114
Deferred revenue		(26,707	)		317,530
Other liabilities		308,647			(480,273	)
Net cash provided by operating activities		926,098			1,144,221
Cash Flows from Investing Activities
Purchases of property and equipment		(19,530	)		(45,584	)
Net cash used in investing activities		(19,530	)		(45,584	)
Cash Flows from Financing Activities
Proceeds from notes payable		—			—
Proceeds from exercise of warrants		—			100
Principal payments on related party notes payable		(660,000	)		(949,134	)
Payments on related party line of credit		(150,000	)		(90,000	)
Principal payments on debt		—			(30,000	)
Net cash used in financing activities		(810,000	)		(1,069,034	)
Net increase in cash		96,568			29,603
Cash at beginning of period		590,163			601,743
Cash at end of period	$	686,731		$	631,346
Cash paid for:
Interest	$	507,770		$	659,733
Income taxes	$	—		$	—

See Notes to Condensed Consolidated Financial Statements.

4

CornerWorld Corporation
Notes to Condensed Consolidated Financial Statements
October 31, 2010
(unaudited)

1. Basis of Presentation

Interim Unaudited Condensed Consolidated Financial Statements

The unaudited interim condensed consolidated financial statements as of October 31, 2010 and for the three and six month periods ended October 31, 2010 and 2009 contained in this Quarterly Report (collectively, the Unaudited Interim Condensed Consolidated Financial Statements) were prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for all periods presented. The results of operations for the three and six month periods ended October 31, 2010 are not necessarily indicative of the results that may be expected for the entire fiscal year.

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with the regulations for interim financial information of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited accompanying statements of financial condition and related interim statements of operations, cash flows, and stockholders’ equity include all adjustments (which consist only of normal and recurring adjustments) considered necessary for a fair presentation in conformity with U.S. GAAP. These Unaudited Interim Condensed Consolidated Financial Statements should be read in conjunction with the CornerWorld Corporation consolidated financial statements as of and for the year ended April 30, 2010, as filed with the SEC on Form 10-K, and the unaudited interim condensed consolidated financial statements as of and for the period ended July 31, 2010, as filed with the SEC on Form 10-Q.

Organization

The Company was incorporated in the State of Nevada, on November 9, 2004 as Olympic Weddings International, Inc. Effective May 1, 2007, we changed our name to CornerWorld Corporation.

Cornerworld, Inc. was formed under the laws of the state of Delaware on October 7, 2003 and remained inactive until September 1, 2006. Cornerworld Inc. is an Interactive Media Company with a focus in direct marketing that leverages its proprietary lead generation engine to garner qualified leads (consumers) for Fortune 1000 advertisers across social networking websites, niche based websites, its own burgeoning music portal and offline venues.

The Company entered into a Share Exchange Agreement and Plan of Merger (the “Agreement”) with Enversa Companies LLC, a Texas limited liability company (“Enversa”), Leadstream LLC, a Texas limited liability company (“Leadstream”), and the holders of the membership interests of Leadstream on August 27, 2008. Pursuant to the Agreement, on August 27, 2008, Leadstream merged with and into Enversa (the “Merger”), of which Cornerworld is the sole member. Enversa was the surviving company in the merger and, as such, acquired all right, title and interest in and to all real estate and other property of Leadstream and became responsible for all liabilities and obligations of Leadstream and Enversa.

Enversa, a subsidiary of the Company, is a technology-oriented direct response marketing company. Using its proprietary technology, Enversa identifies qualified leads for advertisers thereby connecting them with potential consumers. Enversa utilizes a pay-for-performance pricing model which is very appealing to clients because it ensures that they are billed solely for campaign performance.

The Company operates several ad networks and a proprietary request for proposal (RFP) technology that highlights promotional offers from a variety of corporate clients.

On February 23, 2009, the Company completed its acquisition (the “Woodland Acquisition”) of all of the issued and outstanding equity interests of each of Woodland Wireless Solutions, Ltd. (“Woodland Wireless”), West Michigan Co-Location Services, L.L.C. (“WMCLS”) and T2 TV, L.L.C. (“T2 TV”), and forty voting member units of S Squared, LLC, doing business in the state of Michigan as “Ranger Wireless LLC” (“Ranger”), through its newly-formed wholly-owned subsidiary, Woodland Holdings Corp. (“Woodland Holdings”), pursuant to the terms of a Stock Purchase Agreement, dated February 23, 2009 (the “Effective Date”), by and among Woodland Holdings, the Company, Ned B. Timmer and HCC Foundation (“HCC Foundation”). Immediately following the Woodland Acquisition, the forty voting member units of Ranger that were purchased by Woodland Holdings were contributed to Woodland Wireless and all other issued and outstanding voting member units of Ranger remained held by Woodland Wireless.

5

CornerWorld Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements – (Continued)

As a result, Ranger became a wholly-owned subsidiary of Woodland Wireless. In addition, pursuant to a Unit Purchase Agreement (the “Unit Purchase Agreement”) entered into on the Effective Date among Woodland Holdings, Phone Services and More, L.L.C., doing business as Visitatel (“PSM”), T2 Communications, L.L.C. (“T2 Communications”) and Ned B. Timmer, Woodland Holdings agreed to purchase all of the outstanding voting member units of each of PSM and T2 Communications, for an aggregate purchase price of $300,000. Final consummation of the transactions contemplated by the Unit Purchase Agreement remains subject to ongoing discussions among the parties.

Woodland Wireless, Ranger, WMCLS and PSM are collectively referred to herein as the “Ranger Wireless Group”. T2 Communications and T2 TV are collectively referred to herein as the “T2 Group”.

RANGER® is a shortcode application service provider to the wireless industry. The core service offered is 611 Roaming Service™, a patented application providing seamless means for connecting wireless subscribers to reach their home providers customer service call center while roaming on another provider’s network. Calls are sent to RANGER® for treatment from nearly 40 wireless providers throughout North America. On an annual basis, RANGER® processes approximately 14 million calls with an infrastructure capable of handling millions more. RANGER® also manages an online portal which allows carriers access to their monthly statements and reporting on call volume to and from their company.

As a provider of Internet Protocol Television (IPTV), Internet and VoIP services, T² Communications delivers leading-edge technology to residential and business customers in Michigan. Offerings include: phone lines, Internet connections, 275 all-digital television stations, colocation, long distance and toll-free services. T² Communications is a Competitive Local Exchange Carrier (CLEC) that manages its own Fiber to the Premise (FTTP) network with a 10 gigabit backbone and up to 1 gigabit per second connections to end users.

PSM holds an FCC 214 License as a wholesale long distance service provider to the carrier community and large commercial users of transport minutes. Serving service providers, WMCLS offers telecommunications equipment storage and leasing.

The Company’s year-end is April 30^th.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and joint ventures as well as all entities deemed to qualify as Variable Interest Entities (“VIE’s”). All significant intercompany transactions and balances have been eliminated in consolidation.

2. Summary of Significant Accounting Policies

This summary of significant accounting policies is presented to assist in understanding the Company’s condensed consolidated financial statements. The condensed consolidated financial statements and notes are representations of the Company’s management who is responsible for their integrity and objectivity. These accounting policies conform to US GAAP and have been consistently applied in the preparation of the financial statements. The financial statements are stated in United States of America dollars.

In June 2009, the Financial Accounting Standards Board (“FASB”) issued theFASB Accounting Standards Codification(the “ASC”), the single source of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (“GAAP”) in the United States. All guidance contained in the ASC carries an equal level of authority. The ASC supersedes all existing non-SEC accounting and reporting standards and was effective for the Company beginning July 1, 2009. The FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead, it will issue Accounting Standards Updates. The FASB will not consider Accounting Standards Updates as authoritative in their own right; these updates will serve only to update the ASC, provide background information about the guidance, and provide the bases for conclusions on the changes in the ASC. The adoption of the ASC did not have a material impact on our consolidated financial statements.

6

CornerWorld Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements – (Continued)

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of the contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include, among others, the realizability of accounts receivable, recoverability of property and equipment, intangibles and goodwill and valuation of stock-based compensation and deferred tax assets. Actual results could differ from these estimates.

Fair Value of Financial Instruments

Accounting Standards Codification (“ASC”) No. 850 requires disclosure of fair value information about financial instruments when it is practicable to estimate that value. The carrying amount of the Company’s cash and cash equivalents, accounts receivable, accounts receivable-related party, accounts payable, accounts payable-related party, accrued liabilities, and notes payable approximate their estimated fair values due to their short-term maturities.

Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial statements.

Revenue Recognition

The Company recognizes revenue in accordance with Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements,” as revised by SAB 104. As such, the Company recognizes revenue when persuasive evidence of an arrangement exists, title transfer has occurred, the price is fixed or readily determinable and collectibility is probable. Sales are recorded net of sales discounts.

At Enversa, revenue is recognized along with the related cost of revenue as leads are delivered. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. Amounts billed to clients in advance of delivery of leads are classified under current liabilities as deferred revenue.

For Woodland Wireless, the majority of revenue is derived from month-to-month, bundled service contracts for the phone, television and internet services used by each customer. Revenue is recognized as the services are provided.

Income Taxes

The Company accounts for income tax in accordance with ASC No. 740 which requires the use of the asset and liability method of accounting of income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Long-Lived Assets

The Company accounts for its long-lived assets in accordance with the ASC. The Company’s primary long-lived assets are website development costs, Goodwill, a patent, identifiable intangible assets and property and equipment. The ASC requires a company to assess the recoverability of its long-lived assets whenever events and circumstances indicate the carrying value of an asset or asset group may not be recoverable from estimated future cash flows expected to result from its use and eventual disposition. Management does not believe the Goodwill, patent and identifiable intangible assets associated with its recent acquisitions are impaired. No impairment charges have been recorded as of October 31, 2010.

7

CornerWorld Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements – (Continued)

Stock-Based Compensation

The Company accounts for awards made under its two stock-based compensation plans pursuant to the fair value provisions of ASC No. 718. ASC No. 718 requires the recognition of stock-based compensation expense, using a fair-value based method, for costs related to all share-based payments including stock options. ASC No. 718 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The Company accounts for stock-based compensation in accordance with ASC No. 718 and estimates its fair value based on using the Black-Scholes option pricing model.

The Company’s determination of fair value of share-based payment awards is made as of their respective dates of grant using that option pricing model and is affected by the Company’s stock price as well as a number of subjective assumptions. These variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards and actual and projected employee stock option exercise behavior. The expected term of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior. The risk-free rate selected to value any particular grant is based on the U.S. Treasury rate that corresponds to the pricing term of the grant effective as of the date of the grant. The expected volatility is based on the historical volatility of the Company’s stock price. These factors could change in the future, affecting the determination of stock-based compensation expense in future periods. The Black-Scholes option pricing model was developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. Because the Company’s options have certain characteristics that are significantly different from traded options, the existing valuation models may not provide an accurate measure of the fair value of the Company’s options. Although the fair value of the Company’s options is determined in accordance with ASC No. 718 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. The calculated compensation cost is recognized on a straight-line basis over the vesting period of the options. See also Note 6 Stock Based Compensation, for more details.

Reclassifications

Certain prior year accounts have been reclassified to conform to the current year’s presentation.

3. Intangible Assets

Identifiable intangibles acquired in connection with business acquisitions accounted for under the purchase method are recorded at their respective fair values. The Company is amortizing the identifiable intangibles over their estimated useful lives, ranging from three to seven years. Intangibles consist of the following:

	October 31, 2010			April 30, 2010			Estimated Useful Life (Years)
Patent	$	10,904,792		$	10,904,792			7
Customer list		1,000,000			1,000,000			3
		11,904,792			11,904,792
Accumulated amortization		(3,318,608	)		(2,373,026	)
	$	8,586,184		$	9,531,766

Amortization expense related to identifiable intangible assets totaled $472,791 and $473,317 for the three month periods ended October 31, 2010 and 2009, respectively, and $945,582 and $945,582 for the six month periods ended October 31, 2010 and 2009, respectively.

8

CornerWorld Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements – (Continued)

4. Debt

	October 31, 2010			April 30, 2010
Line of Credit
Revolving line of credit with a related party up to $500,000 at an interest rate of 8% per annum. Interest payable monthly; line matures December 31, 2010. See also note 9, Related Party Transactions.	$	65,000		$	215,000
Long-term Debt
Note payable to Internet University; payments due quarterly based on the achievement of certain cash flow targets. At October 31 and April 30, 2010 the interest rate was 4.58%.	$	1,384,199		$	1,444,199
Note payable to IU Investments, LLC, due December 31, 2012. At October 31 and April 30, 2010 the interest rate was 16.0%.		665,000			665,000
Purchase Money Note Payable, due February 23, 2012. At October 31 and April 30, 2010 the interest rate was 12.0%. See also note 8, Related Party Transactions.		4,200,000			4,200,000
Secured Debenture, due February 23, 2012. At October 31 and April 30, 2010 the interest rate was 12.0%. See also note 8, Related Party Transactions.		2,200,000			2,800,000
Total debt		8,449,199			9,109,199
Less current portion of long-term debt		(1,895,000	)		(1,505,000	)
Non-current portion of long-term debt	$	6,554,199		$	7,604,199

The notes are collateralized by 100% of the assets of all companies and the notes themselves are all cross-defaulted.

5. Commitments and Contingencies

Litigation

On December 11, 2009, the Company received a letter (the “Notice”) from an attorney representing Mr. Ned Timmer (“Timmer”) which alleged certain defaults with respect to that certain Secured Debenture issued by the Company and the Company’s wholly-owned subsidiary, Woodland Holdings, in favor of Timmer, with a maturity date of February 23, 2012, that certain Purchase Money Note issued by Woodland Holdings in favor of Timmer with a maturity date of February 23, 2012, and certain related security agreements and collateral perfection agreements all of which were in connection with the Woodland Acquisition. Further, on December 14, 2009, the Company received documents from Timmer pursuant to which Timmer purported to appoint new directors and officers of each of Woodland’s subsidiaries.

The Company believed that the events described in the Notice did not constitute defaults and, on December 14, 2009 the Company filed an action against Timmer, another member of the Company’s Board of Directors, and certain other parties in the United States District Court for the Western District of Michigan for fraud, breach of contract, breach of fiduciary duty, conversion and other matters and requesting, among other things, injunctive relief and damages.

On December 21, 2009, the Company presented its arguments in the United States District Court for the Western District of Michigan. On December 22, 2009, the judge issued an order (the “Order”) which denied Timmer’s request for an injunction against the Company and granted the Company’s request for injunction against Timmer. Among other things, the injunction ordered: (1) The actions taken by Timmer on December 10, 2009 to gain corporate control over Woodland are deemed null and void; (2) Timmer shall return to CornerWorld all collateral and/or property belonging to the Company over which he has asserted control, including, but not limited to, the funds contained in bank accounts; and (3) Timmer shall be removed from active management of the Woodland employees, but shall be retained on the Board of Directors of the Company. The Company immediately moved to comply with the Order.

On December 31, 2009, Timmer filed a motion for reconsideration and the Company immediately responded.

On January 7, 2010, Timmer’s motion for reconsideration was denied.

9

CornerWorld Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements – (Continued)

The Company entered into mediation discussions with Mr. Timmer on June 21, 2010 and again on August 11, 2010. The parties did not agree to a settlement as a result of the mediation discussions.  

On November 16, 2010, the judge in the United States District Court for the Western District of Michigan issued two orders (the “Second Orders”) which dismissed most of Timmer’s default claims while also simultaneously denying his request for relief from the preliminary injunction entered on December 22, 2009.  The Second Orders did deny CornerWorld’s claim for summary judgment.

Based on available information, including the current status or stage of such proceedings, and taking into account accruals for matters where we have established them, we currently believe that any liabilities ultimately resulting from such claims and proceedings will not, individually or in the aggregate, have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

The Company is occasionally involved in litigation matters relating to claims arising from the ordinary course of business. The Company’s management believes that there are no claims or actions pending or threatened against the Company, the ultimate disposition of which would have a material adverse effect on our business, results of operations and financial condition.

Woodland Earn-out

As detailed in Note 1, on February 23, 2009, Cornerworld completed the Woodland Acquisition. Among other consideration tendered, the Company accrued an earn-out payable to Mr. Ned Timmer, the Woodland seller, totaling $2,700,000. The earn-out was computed based on an estimated $675,000 payable to Mr. Timmer annually over 4 fiscal years and assumes Woodland achieves certain operating results. As of January 31, 2010, the first measurement date, Woodland had not met the thresholds necessary for Mr. Timmer to receive a payout pursuant to the Earn Out agreement. The Earn-Out Agreement contains a catch-up provision whereby the threshold could be achieved at a later date. Accordingly, the liability for the first year’s earnout provision has not yet been removed from the Company’s balance sheet.

On December 9, 2010, the Company received notice of a demand for arbitration with respect to Timmer’s earn-out computation for the measurement period ending January 31, 2010.

T-2 Group Accrual

As detailed in Note 1, on February 23, 2009, Cornerworld completed the Woodland Acquisition. As part of the Unit Purchase Agreement, the Company agreed to acquire certain operating assets and liabilities of the T-2 Group.  As previously noted, final consummation of the transactions contemplated by the Unit Purchase Agreement remains subject to ongoing discussions among the parties. The Company has accrued $300,000 pursuant to the Unit Purchase Agreement for this contingency.

6. Stock-Based Compensation

Incentive Stock Plan

On August 17, 2007, the Company’s board of directors adopted and implemented the Company’s 2007 Incentive Stock Plan. Under the Incentive Stock Plan, the Company is authorized to issue 4,000,000 shares of its common stock to the Company’s directors, officers, employees, advisors or consultants.

Any Incentive Stock Option granted to an employee of the Company shall become exercisable over a period of no longer than 5 years, and no less than 20% of the shares covered thereby shall become exercisable annually. 20% of shares vest annually beginning on the first anniversary of the grant. The options expire 10 years from the grant date.

The Company issued 200,000 stock options to its Chief Financial Officer during the three months ended October 31, 2010 pursuant to this plan.

Stock Compensation Plan

On August 17, 2007, the Company’s board of directors adopted and implemented the Company’s 2007 Stock Compensation Plan. The total number of shares of the Company’s common stock which may be purchased or granted directly by Options, Stock Awards or Warrants under the Compensation Plan shall not exceed 4,000,000 shares of the Company’s common stock.

10

CornerWorld Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements – (Continued)

Awards granted to a participant of the Company shall become exercisable over a period of no longer than 5 years, and may vest as determined at the Company’s discretion at the time of grant.

The Company issued no stock options pursuant to this plan during the three or six month periods ended October 31, 2010.

A summary of the shares reserved for grant and awards available for grant under each Stock Plan is as follows:

	October 31, 2010
	Shares Reserved for Grant		Awards Available for Grant
Incentive Stock Plan		4,000,000		2,775,000
Stock Compensation Plan		4,000,000		3,120,000
		8,000,000		5,895,000

The Company issues awards to employees, qualified consultants and directors that generally vest over time based solely on continued employment or service during the related vesting period and are exercisable over a five to ten year service period. Options are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant.

The fair value of each stock-based award is estimated on the grant date using the Black-Scholes option-pricing model. Expected volatilities are based on the historical volatility of the Company’s stock price. The expected term of options granted subsequent to the adoption of ASC No. 718 is derived using the simplified method as defined in the SEC’s SAB No. 107. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury interest rates in effect at the time of grant. The fair value of options granted was estimated using the following weighted-average assumptions:

	For the three month periods Ended October 31				For the six month periods Ended October 31
	2010		2009		2010		2009
Expected term (in years)	5.0		5.0		5.0		5.0
Expected volatility	99.1	%	99.1	%	99.1	%	99.1	%
Risk-free interest rate	2.3	%	2.3	%	2.3	%	2.3	%
Dividend yield	0.0	%	0.0	%	0.0	%	0.0	%

A summary of activity under the Stock Plans and changes during the period ended October 31, 2010 is presented below:

	Weighted-Average
	Shares			Exercise Price		Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding at May 1, 2010		2,579,000		$	0.54		3.47	$	0.00
Issued		200,000		$	0.20		5.00	$	0.00
Cancelled/forfeited		(674,000	)		1.42
Exercised		—			—
Outstanding at October 31, 2010		2,105,000		$	0.37		3.35	$	0.00
Options vested and expected to vest*		1,905,000		$	0.40		3.70	$	0.00
Options exercisable at end of period		694,964		$	0.42		3.11	$	0.00

* Due to the Company’s limited operating history, no estimate for forfeitures has been made in these financial statements as there has been no turnover of employees to whom options were granted.

For the three month periods ended October 31, 2010 and 2009, the Company recognized $37,371 and $74,614  of stock-based compensation expense, respectively, and for the six month periods ended October 31, 2010 and 2009, the Company recognized $74,627 and $121,497 of stock-based compensation expense, respectively. As of October 31, 2010 there was $437,939 of total unrecognized compensation cost, net of forfeitures, related to unvested employee and director stock option compensation arrangements. That cost is expected to be recognized on a straight-line basis over the next 3.70 weighted average years.

11

CornerWorld Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements – (Continued)

7. Business Segments

The following table summarizes selected financial information for each operating segment:

	Direct Marketing Services		Communications Services			Corporate Overhead			Consolidated
Three Months Ended October 31, 2010
Revenue	$	1,282,356	$	1,667,938		$	—		$	2,950,294
Income (loss) from continuing operations before tax		50,644		(7,057	)		(465,188	)		(421,601	)
Net (loss) income		50,644		(7,057	)		(465,188	)		(421,601	)
Total assets		1,140,054		12,173,565			529,874			13,843,493
Intangibles		277,772		8,308,412			—			8,586,184
Goodwill		—		1,581,850			554,986			2,136,836
Depreciation and amortization		83,334		474,309			6,540			564,183

	Direct Marketing Services		Communications Services		Corporate Overhead			Consolidated
Three Months Ended October 31, 2009
Revenue	$	1,041,913	$	1,886,387	$	—		$	2,928,300
Income (loss)  from continuing operations before tax		80,183		417,247		(519,266	)		(21,836	)
Net (loss) income		80,183		417,247		(519,266	)		(21,836	)
Total assets		1,999,807		13,606,810		649,389			16,256,006
Intangibles		611,108		9,866,240		—			10,477,348
Goodwill		—		1,135,193		554,986			1,690,179
Depreciation and amortization		88,134		506,507		30,011			624,652

	Direct Marketing Services			Communications Services		Corporate Overhead			Consolidated
Six Months Ended October 31, 2010
Revenue	$	2,458,385		$	3,369,511	$	—		$	5,827,896
Income (loss) from continuing operations before tax		(96,109	)		549,107		(855,861	)		(402,863	)
Net (loss) income		(96,109	)		549,107		(855,861	)		(402,863	)
Total assets		1,140,054			12,173,565		529,874			13,843,493
Intangibles		277,772			8,308,412		—			8,586,184
Goodwill		—			1,581,850		554,986			2,136,836
Depreciation and amortization		168,366			947,844		15,973			1,132,183

	Direct Marketing Services		Communications Services		Corporate Overhead			Consolidated
Six Months Ended October 31, 2009
Revenue	$	2,024,109	$	3,818,846	$	—		$	5,842,955
Income (loss) from continuing operations before tax		89,486		721,665		(1,237,193	)		(426,042	)
Net (loss) income		89,486		721,665		(1,237,193	)		(426,042	)
Total assets		1,999,807		13,606,810		649,389			16,256,006
Intangibles		611,108		9,866,240		—			10,477,348
Goodwill		—		1,135,193		554,986			1,690,179
Depreciation and amortization		175,068		1,042,219		56,370			1,273,657

12

CornerWorld Corporation

Notes to the Unaudited Condensed Consolidated Financial Statements – (Continued)

There were no intersegment sales. All of the Company’s business activities are conducted within the United States geographic boundaries.

8. Related Party Transactions

Enversa receives administrative support from Internet University, Inc., which was one of the three former members of Leadstream. Included in such administrative support are human resources, accounting, IT and facilities services.

On August 27, 2008, Enversa entered into a $500,000 line of credit with Internet University which was originally intended to expire on February 23, 2009. From time to time, Enversa and Internet University amended the line of credit, which extended the maturity date until December 31, 2010 and provided a schedule for payments. The line of credit bears interest at 8.00% per annum and is secured by a second priority security interest in the Company’s membership interests in Enversa, a first priority security interest in all of Enversa’s assets and in all products, proceeds, revenues, distributions, dividends, stock dividends, securities and other property, rights and interests that the Company and Enversa receives or is at any time entitled to receive. There was an outstanding balance of $65,000 under the line of credit at October 31, 2010 and the Company no longer has access to the unused portion. The Company recognized interest expenses totaling $6,236 durin g the six month period ended October 31, 2010 related to this line of credit.

As previously noted, on February 23, 2009, the Company completed the Woodland Acquisition. Pursuant to the acquisition, the Company issued debt and equity securities to Mr. Ned Timmer who became a member of the Board of Directors and the President of the Company’s Woodland division. Mr. Timmer is the holder of the Company’s $4,200,000 secured debenture as well as a holder of the Company’s $3,100,000 purchase money note; the Company has made multiple principal payments on the purchase money note, including payments totaling $600,000 during the six month period ended October 31, 2010. The purchase money note balance now stands at $2,200,000. The Company recognized interest expenses payable to Mr. Timmer totaling approximately $414,800 and $438,000 on the secured debenture and the purchase money note during the six month periods ended October 31, 2010 and 2009, respectively.

In addition, the Company leases office space for the Company's Woodland division from an entity owned by Mr. Timmer. During the six month periods ended October 31, 2010 and 2009, the Company paid approximately $105,822 and 105,822, respectively, in rent and management fees to Mr. Timmer as a result of this lease.

In connection with the closing of the Woodland Acquisition, the Company issued 1,321,000 warrants to our Chief Executive Officer to purchase the Company’s common stock at an exercise price of $0.20 per share. As of October 31, 2010, the Company has accrued liabilities totaling approximately $255,000 to our Chief Executive Officer.

As part of the Enversa acquisition, the Company borrowed $1,500,000 from Internet University, Inc. and other selling partners of Enversa.   A member of the Company’s Board of Directors as well as one of the selling partners of Enversa is the president of Internet University, Inc. The Company made principal payments totaling $60,000 during the six month period ended October 31, 2010 on the facility.  In addition, the Company recorded interest of $33,097 and $86,081 on this facility during the six month periods ended October 31, 2010 and 2009, respectively.  The balance of the facility totaled $1,384,199 at October 31, 2010.

As part of the Woodland Acquisition, the Company borrowed $1,900,000 from IU Investments LLC. A member of the Company’s Board of Directors as well as one of the selling partners of Enversa is the President of Internet University. The Chief Executive Officer of Internet University is the sole manager of IU Investments LLC. The Company recorded interest of $53,637 and $101,733 on this facility during the six month periods ended October 31, 2010 and 2009, respectively.   The balance of this note totaled $665,000 at October 31, 2010.

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RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM 10-Q

This Form 10-Q contains certain forward-looking statements within the meaning of the Private Bank Securities Litigation Reform Act of 1995. All statements other than statements of historical fact made in this report are forward looking. These statements include the plans and objectives of management for future operations. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Form 10-Q will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of th e Company will be achieved. Furthermore, except as required by law, we do not undertake any obligation to update forward-looking statements made herein.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

CornerWorld Corporation (hereinafter referred to as “CornerWorld,” the “Company,” “we,” “our,” or “us”) is a marketing and technology services company building services for the increased accessibility of content across mobile, television and Internet platforms. Our key asset is a patented 611 Roaming Service™ from RANGER Wireless Solutions®, which generates revenue by processing over 14 million calls per year from wireless customers and seamlessly connecting them to their service provider.

Six months ended October 31, 2010 Highlights:

• We continue to generate positive operating cash flow and paid down approximately $660,000 in principal on our outstanding debt and $150,000 on our line of credit.

• After removal of non-recurring legal fees totaling $551,603 along with non-cash depreciation & amortization and stock-based compensation expense totaling $1,132,183 and $74,627, respectively, the Company’s pro-forma profit for the six month period ended October 31, 2010 would have totaled approximately $1,355,550. See the table that follows for more details. The Company expects to continue to generate positive operating cash flows for the fiscal year ended April 30, 2011.

We define “Adjusted Net Income¹” as net loss after removal of (i) unplanned litigation related legal fees and (ii) non-cash charges, including depreciation and amortization and stock-based compensation. Management believes pro-forma net income provides useful additional information concerning the Company’s potential profitability. However, Adjusted Net Income is not a measure of financial performance under Generally Accepted Accounting Principles (“GAAP”). Accordingly, Adjusted Net Income should not be considered an alternative to net income as an indicator of operating performance. The table below provides a reconciliation between GAAP net income and Adjusted Net Income.

___________________________

¹ This measure presented may not be comparable to similarly titled measures reported by other companies.

	For the six month period ended October 31, 2010			Per share data
Net Loss	$	(402,863	)	$	0.00
Unplanned litigation related legal fees		551,603			0.01
Non-cash charges:
Stock-based compensation		74,627			0.00
Depreciation and amortization		1,132,183			0.01
Total non-cash charges		1,206,810			0.01
Adjusted Net Income	$	1,355,550		$	0.01
Weighted average common shares outstanding:
Basic and diluted		95,518,317			95,518,317

14

Service Offerings

The Company’s business consists of three integrated service offerings: (i) direct marketing services, (ii) communication services and (iii) corporate (formerly on-line media networks). See also Note 7 of the Notes to the Unaudited Condensed Consolidated Financial Statements – Business Segments for additional segment information.

Critical Accounting Policies and Estimates

In June 2009, the Financial Accounting Standards Board (“FASB”) issued theFASB Accounting Standards Codification(the “ASC”), the single source of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (“GAAP”) in the United States. All guidance contained in the ASC carries an equal level of authority. The ASC supersedes all existing non-SEC accounting and reporting standards and was effective for the Company beginning July 1, 2009. The FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead, it will issue Accounting Standards Updates. The FASB will not consider Accounting Standards Updates as authoritative in their own right; these updates will serve only to update the ASC, provide backgrou nd information about the guidance, and provide the bases for conclusions on the changes in the ASC. The adoption of the ASC did not have a material impact on our consolidated financial statements.

Use of Estimates and Critical Accounting Policies

In preparing our condensed consolidated unaudited financial statements, we make estimates, assumptions and judgments that can have a significant effect on our revenues, income (loss) from operations, and net income (loss), as well as on the value of certain assets on our consolidated balance sheet. We believe that there are several accounting policies that are critical to an understanding of our historical and future performance as these policies affect the reported amounts of revenues, expenses and significant estimates and judgments applied by management. While there are a number of accounting policies, methods and estimates affecting our financial statements, areas that are particularly significant include allowance for doubtful accounts, impairment of long-lived assets (including goodwill), revenue recognition and stock-based compensation. In addition, please refer to Note 2 of the Notes to the Unaudited Condenses Consolidated Financial Statements for further dis cussion of our accounting policies.

Allowance for Doubtful Accounts

We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The allowance for doubtful accounts is based on an estimate of buckets of customer accounts receivable, stratified by age, that, historically, have proven to be uncollectible; in addition, in certain cases, the allowance estimate is supplemented by specific identification of larger customer accounts and our best estimate of the likelihood of potential loss, taking into account such factors as the financial condition and payment history of major customers. We evaluate the collectibility of our receivables at least quarterly. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. The differences could be material and could significantly impact cash flows from operating activities.

Impairment of Long-Lived Assets

The Company’s management assesses the recoverability of its long-lived assets by determining whether the depreciation and amortization of long-lived assets over their remaining lives can be recovered through projected undiscounted future cash flows. The amount of long-lived asset impairment is measured based on fair value and is charged to operations in the period in which long-lived asset impairment is determined by management.

Goodwill

Goodwill represents the excess of acquisition cost over the net assets acquired in a business combination. Management reviews, on an annual basis, the carrying value of goodwill in order to determine whether impairment has occurred. Impairment is based on several factors including the Company’s projection of future undiscounted operating cash flows. If an impairment of the carrying value were to be indicated by this review, the Company would adjust the carrying value of goodwill to its estimated fair value.

15

Website Development Costs

Website development costs representing capitalized costs of design, configuration, coding, installation and testing of the Company’s website are capitalized until initial implementation. Upon implementation, the asset is amortized to expense over its estimated useful life of three (3) years using the straight-line method. Ongoing website post-implementation costs of operation, including training and application maintenance, will be charged to expense as incurred.

Revenue Recognition

It is the Company’s policy that revenue from product sales or services will be recognized in accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB No. 104”), which superseded Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (“SAB No. 101”). SAB No. 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product was not delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

Stock-Based Compensation

The Company accounts for awards made under its two stock-based compensation plans pursuant to the fair value provisions of ASC No. 718. ASC No. 718 requires the recognition of stock-based compensation expense, using a fair-value based method, for costs related to all share-based payments including stock options. ASC No. 718 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The Company accounts for stock-based compensation in accordance with ASC No. 718 and estimates its fair value based on using the Black-Scholes option valuation model.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. This model also requires the input of highly subjective assumptions including:

(a)	The expected volatility of our common stock price, which we determine based on historical volatility of our common stock over the prior eighteen month period;
(b)	Expected dividends (which do not apply, as we do not anticipate issuing dividends);
(c)	Expected life of the award, which is estimated based on the historical award exercise behavior of our employees; and
(d)	The risk-free interest rate which we determine based on the yield of a U.S. Treasury bond whose maturity period equals the options expected term.

These factors could change in the future, affecting the determination of stock-based compensation expense in future periods. In the future, we may elect to use different assumptions under the Black-Scholes valuation model or a different valuation model, which could result in a significantly different impact on our net income or loss.

The Company’s determination of fair value of share-based payment awards is made as of their respective dates of grant using the Black Scholes option valuation model. Because the Company’s options have certain characteristics that are significantly different from traded options, the Black Scholes option valuation model may not provide an accurate measure of the fair value of the Company’s options. Although the fair value of the Company’s options is determined in accordance with ASC No. 718, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. The calculated compensation cost is recognized on a straight-line basis over the vesting period of the options.

See also Note 6 – Stock Based Compensation of the Notes to the Unaudited Condensed Consolidated Financial Statements for additional information regarding our accounting policies for stock-based compensation.

Recent Accounting Pronouncements

There were various accounting standards and interpretations issued during the six months ended October 31, 2010, none of which are expected to have a material impact on the Company’s consolidated financial position, operations, or cash flows.

16

Results of Operations

Comparison of the three months ended October 31, 2010 to the three months ended October 31, 2009

Direct marketing services

Our direct marketing services segment consists of our Enversa division.

Revenues and Gross profit:

Our direct marketing segment had revenues totaling $1,282,356 for the three month period ended October 31, 2010 as compared to $1,041,913 for the three month period ended October 31, 2009. This increase is due to addition of an internal sales organization at our Enversa division as well as due to the utilization of existing employee base to expand operations in diverse service areas including mobile, search engine optimization and performance marketing.

For the same reasons, gross profit at our direct marketing segment increased for the three months ended October 31, 2010 to $686,385 from $593,059 for the three month period ended October 31, 2009. Gross profit as a percentage of revenue decreased from 56.9% to 53.5% due to an increase in sales of lower margin services.

Selling, General and Administrative Expenses:

Selling, general and administrative (“SG&A”) expenses totaled $550,036 for the three months ended October 31, 2010 as compared to $401,400 for the corresponding period in the prior year. The increase of $148,636 is primarily due to the fact that we continued to expand our internal sales process which created corresponding increases in headcount, rent and utilities.

Net Income:

Net income totaled $50,644 for the three months ended October 31, 2010 as compared to net income of $80,183 for the corresponding period in the prior year. The decrease is primarily due to our aforementioned SG&A increases.

Communications services

Our communications services segment consists of all the businesses acquired in the Woodland Acquisition.

Revenues and Gross profit:

Our communications services segment had revenues totaling $1,667,938 for the three month period ended October 31, 2010 as compared to $1,886,387 for the three month period ended October 31, 2009. This decrease is primarily due to the fact that our two largest customers merged in the second half of calendar year 2009 and, accordingly, the Company experienced a reduction in roaming revenues.    Because the merger was completed in the second half of 2009, the Company believes the merger’s impact on revenues has been fully realized but can make no guarantees that there will not be additional revenue declines.

For the same reasons, gross profit decreased for the three months ended October 31, 2010 to $1,349,131 from $1,573,032 for the three month period ended October 31, 2009. Gross profit as a percentage of revenue remained relatively flat at 80.9% during the three months ended October 31, 2010 versus 83.4% during the corresponding period in the prior year.

Selling, General and Administrative Expenses:

SG&A expenses totaled $679,973 for the three months ended October 31, 2010 as compared to $430,224 for the corresponding period in the prior year. The increase of $249,749 is primarily due to non-recurring legal expenses which totaled $246,894 incurred during the three month period ended October 31, 2010.  Absent legal expenses, SG&A for the three months ended October 31, 2010 would have totaled $430,079, virtually identical to that of the prior year period.  

Net Loss:

Net loss totaled $7,057 for the three months ended October 31, 2010 as compared to net income of $417,247 for the corresponding period in the prior year. The difference of $424,304 is primarily due to the decrease in revenues related to the merger of two of our largest customers during the second half of 2009 as well as non-recurring legal fees totaling $246,894. These adverse impacts were offset, to some extent, by the reduction in interest expenses resulting from the pay down of debt.

17

Corporate (formerly On-line media networks)

Our corporate segment consists of the CornerWorld, Inc. division as well as expenses generated from our corporate group.

Revenues  and Gross profit:

By its nature, the Corporate group generates no revenues or gross profit.

Selling, General and Administrative Expenses:

SG&A costs totaled $478,204 for the quarter ended October 31, 2010 versus $360,351 for the corresponding period in the prior year. The increase of $117,853 is primarily due to the fact that we continued to develop our operations, including the relocation of all accounting and human resources personnel to our Dallas office.  These costs had previously been borne in the SG&A of their respective divisions.  Expenses for this segment also include all costs associated with corporate overhead, including accounting, legal, corporate governance and other related costs involved in being a publicly traded company.

Comparison of the six months ended October 31, 2010 to the six months ended October 31, 2009

Direct marketing services

Revenues and Gross profit:

Our direct marketing segment had revenues totaling $2,458,385 for the three month period ended October 31, 2010 as compared to $2,024,109 for the six month period ended October 31, 2009. This increase is due to addition of an internal sales organization at our Enversa division as well as due to the utilization of existing employee base in diverse service areas including mobile, search engine optimization and performance marketing.

For the same reasons, gross profit at our direct marketing segment increased for the six months ended October 31, 2010 to $1,180,700 from $1,035,569 for the three month period ended October 31, 2009. Gross profit as a percentage of revenue decreased from 51.2% to 48% due to an increase in sales of lower margin services.

Selling, General and Administrative Expenses:

SG&A expenses totaled $1,104,013 for the six months ended October 31, 2010 as compared to $722,279 for the corresponding period in the prior year. The increase of $381,734 is primarily due to the fact that we invested in building a prospecting database and an internal sales process which created corresponding increases in headcount, rent and utilities.

Net Loss

Net loss totaled $96,109 for the six months ended October 31, 2010 as compared to net income of $89,486 for the corresponding period in the prior year. The difference is primarily due to the SG&A increases associated with the investment in building a prospecting database and our internal sales organization.  In addition, we recorded bad debt expense of $27,445 during the three month period ended July 31, 2010 related to problems associated with revenues from one customer.

Communications services

Revenues, Cost of Sales and Gross profit:

Our communications services segment had revenues totaling $3,369,511 for the three month period ended October 31, 2010 as compared to $3,818,846 for the three month period ended October 31, 2009. This decrease is primarily due to the fact that our two largest customers merged in the second half of calendar year 2009 and, accordingly, the Company experienced a reduction in roaming revenues.

For the same reasons, gross profit decreased for the three months ended October 31, 2010 to $2,704,034 from $3,103,321 for the three month period ended October 31, 2009. Gross profit as a percentage of revenue remained relatively flat at 80.3% during the three months ended October 31, 2010 versus 81.3% during the corresponding period in the prior year.

18

Selling, General and Administrative Expenses:

SG&A expenses totaled $1,209,712 for the six months ended October 31, 2010 as compared to $891,085 for the corresponding period in the prior year. The increase of $318,627 is primarily due to non-recurring legal expenses which totaled $420,311 incurred during the six month period ended October 31, 2010.  Absent legal expenses, SG&A for the six months ended October 31, 2010 would have totaled $789,401 a decrease of $102,887 from the prior year period.  This decrease is attributable primarily to staffing reductions and other cost saving measures enacted at our communications services segment during the three months ended July 31, 2010.

Net Income

Net income totaled $549,107 for the three months ended October 31, 2010 as compared to net income of $721,665 for the corresponding period in the prior year. The decrease of $172,558 is primarily due to non-recurring legal expenses which totaled $420,311 during the six month period ended October 31, 2010 and the decrease in revenues related to the merger of our two largest customers during the second half of 2009.  These expenses were offset, to some extent, by the fact that we received a favorable lawsuit settlement during the six month period ended October 31, 2010. In addition, interest expenses were slightly down resulting from the pay down of debt.  Net income was also adversely impacted by the decrease in revenues related to the merger of our two largest customers during the second half of 2009.

Corporate (formerly On-line media networks)

Revenues  and Gross profit:

By its nature, the Corporate group generates no revenues or gross profit.

Selling, General and Administrative Expenses:

SG&A expenses totaled $815,892 for the six month period ended October 31, 2010 versus $623,682 for the corresponding period in the prior year. The increase of $192,210 is primarily due to the fact that we continued to develop our operations and build our corporate infrastructure. Thus, we experienced increased corporate overhead expenses including stock-based compensation, accounting, legal, board of directors and other related costs involved in managing a publicly traded company.   In addition, we relocated of all accounting and human resources personnel to our Dallas office.  These costs had previously been borne in the SG&A of their respective divisions.  

Liquidity and Capital Resources

As of October 31, 2010, we had a working capital deficit of approximately $4,535,818 and cash of $686,731. Our working capital deficit is primarily related to the short-term nature of selected tranches of the debt we issued to finance our acquisitions. Though we expect that we will refinance a substantial portion of these short-term obligations, there can be no guarantee that we will do so, We believe the cash flows from our existing operations will be adequate to manage our debt commitments should we be unsuccessful in refinancing our short-term obligations.

Our investing activity for the three months ended October 31, 2010, consisted primarily of $19,530 of capital expenditures.

We presently have a $500,000 line of credit with Internet University, Inc.  At October 31, 2010, we had approximately $65,000 outstanding under this credit line, but we no longer have access to the unused portion of this line. We have been making payments as prescribed pursuant to the line of credit agreement. We have no other bank financing or other external sources of liquidity. We source all of our liquidity through our operations. This was our sixth consecutive quarter where the Company’s operations generated positive operating cash flow and we expect that trend to continue.

We may need to obtain additional capital in order to expand our operations. We are currently investigating other financial alternatives, including additional equity and/or debt financing. In order to obtain capital, we may need to sell additional shares of our common stock or borrow funds from private lenders. However, there can be no assurance that any additional financing will become available to us, and if available, that such financing will be on terms acceptable to us.

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Off-balance sheet arrangements

We have not entered into any off-balance sheet arrangements.

Effects of Inflation

Inflation has not had any material impact on the Company’s prices, net sales or revenues.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in its reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management, with the participation of its principal executive officer and its chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) or 15d-15(e)) as of October 31, 2010. Based on that evaluation, the Company’s chief executive office and chief financial officer concluded that, as of that date, the Company’s disclosure controls and procedures, were not effective at a reasonable assurance level, due to the identification of a material weakness, described below, related to a shortage of resources in the accounting department that inhibit appropriate segregation of accounting duties.

Management’s Remediation Plan

Management determined that a material weakness existed due to an inability to appropriately segregate duties in the accounting department due to a lack of the number of personnel in the accounting department. The Company has hired a chief financial officer and has replaced selected accounting personnel with more seasoned professionals, including additional certified public accountants, to help perform certain accounting and financial functions. In addition, management has included additional reviews and controls to mitigate the size of the accounting department and the overlap of responsibilities.  Management believes the foregoing efforts will effectively remediate this material weakness but the Company can give no assurance that the additional controls will be effective. As the Company continues to evaluate and work to improve its internal control over financial reporting, management may determine to take additional measures to address control deficiencies or determine to modify the remediation plan described above. We cannot assure you that, as circumstances change, any additional material weakness will not be identified.

Changes in Internal Control over Financial Reporting

Except as noted above, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II
OTHER INFORMATION

Item 1. Legal Proceedings

Please see Note 5 – Commitments and Contingencies – of the Notes to the Unaudited Condensed Consolidated Financial Statements

Item 1A. Risk Factors

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. [Removed and Reserved]

Item 5. Other information

None.

Item 6. Exhibits

The following exhibits are filed as part of this report:

Exhibit Numbers	Description	Method of Filing
3.1	Articles of Incorporation of CornerWorld Corporation, formerly known as Olympic Weddings International, Inc., dated November 9, 2004 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2, filed September 27, 2005).
3.2	Certificate of Correction of CornerWorld Corporation, formerly known as Olympic Weddings International, Inc., dated November 24, 2004	(1)
3.3	Certificate of Change of CornerWorld Corporation, formerly known as Olympic Weddings International, Inc., dated October 18, 2006 (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed October 25, 2006).
3.4	Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations of CornerWorld Corporation, formerly known as Olympic Weddings International, Inc., dated May 4, 2007	(1)
3.5	Bylaws of CornerWorld Corporation, formerly known as Olympic Weddings International, Inc., dated November 9, 2004 (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form SB-2, filed September 27, 2005).
31.1	Rule 13a-14(a) Certification by our chief executive officer	(1)
31.2	Rule 13a-14(a) Certification by our chief financial officer	(1)
32.1	Section 1350 Certification by our chief executive officer	(2)
32.2	Section 1350 Certification by our chief financial officer	(2)

(1)	Filed herewith.
(2)	Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K under the Exchange Act.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CORNERWORLD CORPORATION
	Registrant
December 15, 2010	/s/ V. Chase McCrea III
	V. Chase McCrea III
	Chief Financial Officer

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