Basis of Presentation | 1. Basis of Presentation Interim Unaudited Condensed Consolidated Financial Statements The unaudited interim condensed consolidated financial statements of CornerWorld Corporation (CornerWorld or the Company) as of March 31, 2016 and for the three month period ended March 31, 2016 and 2015 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 month period ended March 31, 2016 is 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 deficit 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 consolidated financial statements as of and for the year ended December 31, 2015, as filed with the SEC on Form 10-K. Organization The Company was incorporated in the State of Nevada, on November 9, 2004. Effective May 1, 2007, the Company changed its name to CornerWorld Corporation. The Company provides certain marketing services through its operating subsidiary Enversa Companies LLC, a Texas limited liability company (Enversa). CornerWorld is the sole member of Enversa. Enversa is a technology-oriented direct response marketing company. Enversa provides domain hosting, domain leasing, programmatic re-targeting and website management services on a recurring monthly basis. The Companys year-end is December 31 st Spinoff On August 13, 2015, the Companys Board of Directors formally approved a plan whereby the Company was authorized to split its telecommunications services segment, Woodland Holdings Corporation (Woodland) and Woodlands wholly owned subsidiaries, in their entirety, into a separate reporting entity. On October 14, 2015, the US Securities and Exchange Commission (the SEC) formally informed the Company that the Woodlands registration statement had become effective, clearing the way for the spin-off. Finally, on December 31, 2015, the Companys Board of Directors spun-off Woodland to CornerWorlds shareholders of record as of December 31, 2015 (the Record Date). CornerWorld shareholders, as of the Record Date, received shares in Woodland equal to their pro-rata ownership percentage of CornerWorld. For every share owned by the Companys shareholders as of the Record Date, those same shareholders were issued 1 share of Woodlands common stock. The Company previously provided telecommunications services, including telephony and internet services, through Woodlands wholly owned subsidiaries Phone Services and More, L.L.C., doing business as Visitatel (PSM) and T 2 2 2 2 2 Common Stock Reverse Split On November 6, 2015, the Company effectuated a one-for-thirty-five reverse stock split to shareholders of record as of November 6, 2015. Share and per share information have been retroactively adjusted to reflect the reverse stock split due to the fact that the reverse stock split took place after the close of the reporting period. Prospective Merger On February 29, 2016, CornerWorld executed a merger agreement with Deportes Media, LLC (the Merger Agreement). Pursuant to the Merger Agreement, the Merger Agreement itself was non-binding until such time as Deportes Media, LLC (Deportes) was able to secure approval for the Merger Agreement from no less than 75% of its shareholders. On March 18, 2016, Deportes reported to CornerWorld that it had, in fact, obtained the approval of the Merger Agreement from more than 75% of its shareholders and that, accordingly, the Merger Agreement had become binding. Pursuant to the Merger Agreement, CornerWorld is not contractually obligated to close the Merger Agreement, until such time as Deportes has completed certain Conditions to Close, as described in more detail below. If CornerWorld and Deportes close the Merger Agreement, Deportes shareholders will be entitled to receive 27.32 shares of CornerWorld common stock for each share of Deportes common stock. If CornerWorld closes the Merger Agreement, a total of approximately 13.7 million shares will be outstanding with an implied price of $1.32 per share and existing CornerWorld shareholders would own approximately 33.9% of the combined Company. CornerWorld can terminate the Merger Agreement, at its sole option, if Deportes fails to perform any of the Conditions to Close as further defined below. Conditions to Close include, but are not limited to, the following: Deportes must acquire certain radio towers in certain markets, Deportes current debt holders must convert their debt to equity and Deportes must acquire the ESPN Deportes New York affiliate, WEPN AM-1050. Should Deportes fail to meet all the Conditions to Close, CornerWorld will be entitled to receive a break-up fee equivalent to 10% of Deportes then outstanding common shares. CornerWorld, at its sole discretion, may close the Merger Agreement without Deportes completing the Conditions to Close. However, CornerWorld will only receive the 10% break-up fee if CornerWorld terminates the Merger Agreement as a result of Deportes failure to execute any one of the Conditions to Close after May 31, 2016. Should Deportes fail to execute the Conditions to Close and CornerWorld does not close the transaction by September 30, 2016, the Merger Agreement will terminate of its own accord and CornerWorld will be entitled to the a breakup fee equivalent to 10% of Deportes then outstanding common shares. |