10QSB 1 form10-qsb.htm FORM 10-QSB FOR 10-31-2007

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-QSB

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

 

ACT OF 1934 For the quarterly period ended October 31, 2007

 

o 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

98-0434357

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

 

12222 Merit Drive Suite 120

Dallas, Texas 75251

(Address of principal executive offices)

 

(469) 828-4277

(Issuer’s telephone number)

 

Copies to:

Richard A. Friedman, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. Yesx No o

 

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

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of December 14, 2007, the registrant had 66,939,227 shares of common stock issued and outstanding.

 

Transitional Small Business Disclosure Format (check one): Yes o No x

 



INDEX

 

 

Page

 

 

PART I - FINANCIAL INFORMATION

 

 

 

Item 1. Financial Statements.

F-1

 

 

Item 2. Management’s Discussion and Analysis or Plan of Operations.

2

 

 

Item 3. Controls and Procedures.

6

 

 

PART II - OTHER INFORMATION

 

 

 

Item 1. Legal Proceedings.

7

 

 

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

7

 

 

Item 3. Defaults Upon Senior Securities.

7

 

 

Item 4. Submission of Matters to a Vote of Security Holders.

7

 

 

Item 5. Other Information.

7

 

 

Item 6. Exhibits.

8

 

 

Item 7. Signatures.

9

 

2



CORNERWORLD CORPORATION

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

 

OCTOBER 31, 2007 AND 2006

 

CONTENTS

 

 

PAGE

 

 

CONSOLIDATED BALANCE SHEETS

F-2

 

 

CONSOLIDATED STATEMENTS OF OPERATIONS

F-3 to F-4

 

 

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

F-5

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

F-6

 

 

NOTES TO FINANCIAL STATEMENTS

F-7 to F-18

 

 

F-1




Cornerworld Corporation

(A Development Stage Company)

Consolidated Balance Sheet

(Unaudited)

 

 

 

October 31, 2007

 

Assets

 

Current assets

 

 

 

 

Cash

 

$

406

 

 

 

 

406

 

 

 

 

 

 

Property and equipment

 

 

 

 

Computer equipment and software

 

 

44,744

 

Capitalized software development

 

 

188,554

 

 

 

 

233,298

 

 

 

 

 

 

Less accumulated depreciation and amortization

 

 

(11,917

)

Property and equipment, net

 

 

221,381

 

 

 

 

 

 

Total assets

 

 

221,787

 

 

 

 

 

 

Liabilities and Stockholders’ Equity (Deficit)

 

 

 

 

 

 

Current liabilities

 

 

 

 

Accounts payable

 

 

151,531

 

Credit card payable

 

 

16,746

 

Accrued expenses

 

 

4,738

 

Notes payable

 

 

80,000

 

 

 

 

253,015

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

Stockholders’ equity (deficit)

 

 

 

 

Preferred stock, par value $.001 per share, 10,000,000 shares authorized, no shares issued

 

 

 

Common stock, par value $.001 per share, 250,000,000 shares authorized, 66,906,500 shares

 

 

66,907

 

issued and outstanding

 

 

 

 

Additional paid-in-capital

 

 

1,029,323

 

Deficit accumulated during the development stage

 

 

(1,127,458

)

 

 

 

(31,228

)

 

 

 

 

 

Total liabilities and stockholders’ equity (deficit)

 

$

221,787

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-2



Cornerworld Corporation

(A Development Stage Company)

Consolidated Statements of Operations

(Unaudited)

 

 

 

For the

 

For the

 

 

 

Three- Month

 

Three -Month

 

 

 

Period Ended

 

Period Ended

 

 

 

October 31, 2007

 

October 31, 2006

 

 

 

 

 

 

 

 

 

Income

 

$

 

$

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

Software licenses and maintenance

 

 

2,700

 

 

 

Software development

 

 

15

 

 

2,456

 

Legal and professional fees

 

 

27,671

 

 

423

 

Regulatory expense

 

 

13,447

 

 

 

Rent expense

 

 

6,799

 

 

 

Travel and hospitality

 

 

3,554

 

 

 

Office and administration

 

 

3,159

 

 

 

Insurance expense

 

 

846

 

 

 

Advertising and public relations

 

 

22,317

 

 

 

Depreciation and amortization

 

 

8,594

 

 

 

Interest expense

 

 

2,461

 

 

 

Stock-based compensation

 

 

145,055

 

 

 

Common stock issued for legal and consulting services

 

 

798,000

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

 

1,034,618

 

 

2,879

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(1,034,618

)

 

(2,879

)

 

 

 

 

 

 

 

 

Other income

 

 

 

 

 

 

 

Interest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss before income tax expense

 

 

(1,034,618

)

 

(2,879

)

Income tax (expense) benefit

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(1,034,618

)

$

(2,879

)

 

 

 

 

 

 

 

 

Net loss per share - basic and diluted

 

$

(0.02

)

 

(0.00

)

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic and diluted

 

 

66,823,891

 

 

66,146,500

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-3



Cornerworld Corporation

(A Development Stage Company)

Consolidated Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

For the Period from

 

 

 

For the Six -Month

 

For the Six- Month

 

September 1, 2006

 

 

 

Period Ended

 

Period Ended

 

(date of inception)

 

 

 

October 31, 2007

 

October 31, 2006

 

to October 31, 2007

 

 

 

 

 

 

 

 

 

 

 

 

Income

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

Software licenses and maintenance

 

 

5,947

 

 

 

 

5,947

 

Software development

 

 

8,230

 

 

2,456

 

 

28,690

 

Legal and professional fees

 

 

40,990

 

 

423

 

 

45,990

 

Regulatory expense

 

 

15,031

 

 

 

 

15,031

 

Rent

 

 

12,934

 

 

 

 

13,559

 

Travel and hospitality

 

 

5,941

 

 

 

 

5,941

 

Office and administration

 

 

4,071

 

 

 

 

5,350

 

Insurance

 

 

3,426

 

 

 

 

3,426

 

Advertising and public relations

 

 

46,091

 

 

 

 

46,091

 

Depreciation expense

 

 

11,200

 

 

 

 

11,917

 

Interest expense

 

 

2,461

 

 

 

 

2,461

 

Stock-based compensation

 

 

145,055

 

 

 

 

145,055

 

Common stock issued for legal and consulting services

 

 

798,000

 

 

 

 

798,000

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

 

1,099,377

 

 

2,879

 

 

1,127,458

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(1,099,377

)

 

(2,879

)

 

(1,127,458

)

 

 

 

 

 

 

 

 

 

 

 

Other income

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss before income tax expense

 

 

(1,099,377

)

 

(2,879

)

 

(1,127,458

)

 

 

 

 

 

 

 

 

 

 

 

Income tax (expense) benefit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(1,099,377

)

$

(2,879

)

$

(1,127,458

)

 

 

 

 

 

 

 

 

 

 

 

Net loss per share - basic and diluted

 

$

(0.02

)

$

(0.00

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic and diluted

 

 

66,485,196

 

 

66,146,500

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-4



Cornerworld Corporation

(A Development Stage Company)

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

For the Periods Ended October 31, 2007

(Unaudited)

 

 

 

Common

 

Common

 

Paid-in

 

Accumulated

 

 

 

 

 

Stock Shares

 

Stock

 

Capital

 

Deficit

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 1, 2006

 

66,146,500

 

$

66,147

 

$

87,028

 

$

 

$

153,175

 

Net loss

 

 

 

 

 

 

 

(28,081

)

 

(28,081

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at April 30, 2007

 

66,146,500

 

 

66,147

 

 

87,028

 

 

(28,081

)

 

125,094

 

Net loss

 

 

 

 

 

 

 

(64,759

)

 

(64,759

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at July 31, 2007

 

66,146,500

 

 

66,147

 

 

87,028

 

 

(92,840

)

 

60,335

 

Stock-based compensation

 

 

 

 

 

145,055

 

 

 

 

145,055

 

Common stock issued for legal and consulting services

 

760,000

 

 

760

 

 

797,240

 

 

 

 

798,000

 

Net loss

 

 

 

 

 

 

 

(1,034,618

)

 

(1,034,618

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at October 31, 2007

 

66,906,500

 

$

66,907

 

$

1,029,323

 

$

(1,127,458

)

$

(31,228

)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-5



Cornerworld Corporation

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

For the Period from

 

 

 

Six -Month

 

Six -Month

 

September 1, 2006

 

 

 

Period Ended

 

Period Ended

 

(date of inception)

 

 

 

October 31, 2007

 

October 31, 2006

 

to October 31, 2007

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(1,099,377

)

$

(2,879

)

$

(1,127,458

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

11,200

 

 

 

 

11,917

 

Stock-based compensation

 

 

145,055

 

 

 

 

145,055

 

Common stock issued for legal and consulting services

 

 

798,000

 

 

 

 

798,000

 

Change in operating assets and liabilities

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

129,874

 

 

 

 

151,531

 

Credit card payable

 

 

14,553

 

 

 

 

16,746

 

Accrued expenses

 

 

4,738

 

 

 

 

4,738

 

Net cash provided by (used in) operating activities

 

 

4,043

 

 

(2,879

)

 

529

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

Purchase of computer equipment and software

 

 

(22,112

)

 

 

 

(44,744

)

Capitalized software development

 

 

(172,398

)

 

 

 

(188,554

)

Net cash (used in) investing activities

 

 

(194,510

)

 

 

 

(233,298

)

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of notes payable

 

 

80,000

 

 

2,879

 

 

80,000

 

Issuance of common stock

 

 

 

 

 

 

153,175

 

Net cash provided by financing activities

 

 

80,000

 

 

2,879

 

 

233,175

 

 

 

 

 

 

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

 

(110,467

)

 

 

 

406

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

 

110,873

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

406

 

$

 

$

406

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure

 

 

 

 

 

 

 

 

 

 

Cash paid during the period for interest

 

$

577

 

$

 

$

577

 

Cash paid during the period for income taxes

 

$

 

$

 

$

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-6



Cornerworld Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

October 31, 2007

 

Note 1 - Nature and Continuance of Operations

 

General

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-QSB pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, they do not include all of the information required by accounting principles generally accepted in the United States of America for complete financial statements. The accompanying consolidated financial statements should be read in conjunction with the audited financial statements of the Company included in the Company’s Form 8-K filed on August 17, 2007 for the year ended April 30, 2007. Management acknowledges its responsibility for the preparation of the accompanying interim financial statements, which reflect all adjustments (consisting of normal recurring accruals) considered necessary, in the opinion of management, for a fair presentation. The results of operations for the interim periods are not necessarily indicative of the results of operations for the entire year.

 

Organization

 

Cornerworld Corporation was incorporated in the State of Nevada, on November 9, 2004 as Olympic Weddings International, Inc. (“Olympic Weddings”). Effective May 1, 2007, the company changed its name to Cornerworld Corporation.

 

On August 10, 2007, Olympic Weddings completed a reverse merger (the “Merger”), with and into Cornerworld, Inc., a Delaware Corporation. Olympic Weddings acquired the business of Cornerworld, Inc. pursuant to the Merger, and will continue the existing business operations of Cornerworld, Inc. as a publicly-traded company under the name Cornerworld Corporation (the “Company”). Unless otherwise indicated, the terms “the Company,” “we,” “us,” and “our,” refer to Cornerworld Corporation after giving effect to the Merger unless the context clearly indicates otherwise. The term “Olympic Weddings” refers to Cornerworld Corporation (f/k/a Olympic Weddings International, Inc.) before giving effect to the Merger, and the term “Cornerworld, Inc.” refers to Cornerworld, Inc., before giving effect to the Merger.

 

Effective with the Merger, all previously 6,160,854 shares of outstanding common stock owned by Cornerworld, Inc.’s shareholders were exchanged for an aggregate of 66,146,500 shares of the Company’s common stock. The value of the Company’s common stock that was issued to Cornerworld, Inc.’s shareholders was the historical cost of the Company’s net tangible assets, which did not differ materially from its fair value.

 

All references to common stock, share and per share amounts have been retroactively restated to reflect the reverse acquisition as if the transaction had taken place as of the beginning of the earliest period presented.

 

Cornerworld, Inc. was formed under the laws of the state of Delaware on October 7, 2003 and remained inactive until September 1, 2006.

 

The Company’s year-end is April 30th.

 

F-7



Cornerworld Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

October 31, 2007

 

Note 1 - Nature and Continuance of Operations, continued

 

Development Stage Activities

 

The Company is in the development stage and has not yet realized any revenues from its planned operations. The Company’s business plan is to operate an interactive web-based platform for both amateur and professional creators of original content, their fans, friends, and families to connect with one another in an intuitive, secure and grassroots environment.

 

Based upon the Company’s business plan, it is a development stage enterprise. Accordingly, the Company presents its financial statements in conformity with the accounting principles generally accepted in the United States of America that apply in establishing operating enterprises. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.

 

Note 2 - Summary of Significant Accounting Policies

 

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

 

Basis of Consolidation

 

These consolidated financial statements include the accounts of Cornerworld Corporation and its wholly-owned subsidiary, Cornerworld, Inc. (collectively referred to as “the Company”). All intercompany accounts and transactions have been eliminated.

 

Organizational and Start-up Costs  

 

Costs of start-up activities, including organizations costs, are expensed as incurred in accordance with SOP 98-5.

 

Income Taxes

 

The Company accounts for income tax in accordance with the Statement of Financial Accounting Standards (“SFAS”) No. 109 “Accounting for Income Taxes”. SFAS No. 109 requires the use of the asset and liability method of accounting of income taxes. Under the asset and liability method of SFAS No. 109, 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.

 

F-8



Cornerworld Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

October 31, 2007

 

Note 2 - Summary of Significant Accounting Policies, continued

 

Basic and Diluted Loss Per Share

 

In accordance with SFAS No. 128 – “Earnings Per Share”, the basic and diluted loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net income per share, if any, is computed similar to basic loss per share except that the denominator is adjusted for the potential dilution that could occur if stock options, warrants, and other convertible securities were exercised or converted into common stock. Potentially dilutive securities were not included in the calculation of the diluted loss per share as their effect would be anti-dilutive

 

Estimated Fair Value of Financial Instruments

 

The carrying value of the Company’s financial instruments, consisting of cash and cash equivalents, accounts payable, accrued liabilities, and notes payable approximate their fair value due to the short-term maturity of such instruments.

 

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 has had no revenues to date. 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. 101 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) collectibility 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 collectibility 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.

 

Use of Estimates

 

The preparation of the Company’s financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid debt instruments with an original maturity of three (3) months or less to be cash equivalents.

 

F-9



Cornerworld Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

October 31, 2007

 

Note 2 - Summary of Significant Accounting Policies, continued

 

Property and equipment

 

Property and equipment are recorded at cost and depreciated over their estimates useful lives using the straight-line method as follows:

 

Computer equipment

3 years

Office furniture

5 years

Computer software packages

3 years

Capitalized software development

3 years

 

Expenditures for maintenance and repairs which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management periodically reviews the carrying value of its property and equipment for impairment. The property and equipment had not incurred any impairment loss at October 31, 2007.

 

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.

 

Accounting for Stock-Based Compensation

 

Effective August 17, 2007, the Company adopted the fair value provisions of SFAS No. 123(R), “Share-Based Payment” upon its implementation of the two stock-based compensation plans. SFAS No. 123(R) 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. SFAS No. 123(R) 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 SFAS No. 123(R) and estimates their fair value based on using the Black-Scholes option pricing model.

 

Concentrations

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. At October 31, 2007, the Company had no deposit in a business bank account which is not insured and $406 in a business bank account which is insured by a Federal Government agency.

 

F-10



Cornerworld Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

October 31, 2007

 

Note 2 - Summary of Significant Accounting Policies, continued

 

Recent Accounting Pronouncements

 

In June 2006, the Financial Accounting Standards Board (the “FASB”) issued FIN No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of SFAS No. 109”. This Interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes”. This Interpretation prescribes recognition of threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. This interpretation is effective for fiscal years beginning after December 15, 2006. Earlier application is permitted if the entity has not yet issued interim or annual financial statements for that fiscal year. The Company is currently evaluating FIN No. 48 to determine what impact, if any, it will have on the Company’s consolidated financial position, results of operations or cash flows.

 

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, SFAS No. 157 does not require any new fair value measurements. However, for some entities, the application of SFAS No. 157 will change current practice. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, and all interim periods within those fiscal years. Earlier application is permitted if the entity has not yet issued interim or annual financial statements for that fiscal year. The adoption of this standard is not expected to have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

 

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (“SFAS 158”). SFAS No. 158 improves financial reporting by requiring an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. SFAS No. 158 also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The effective date for an employer with publicly traded equity securities is as of the end of the fiscal year ending after December 15, 2006. The Company does not expect adoption of this standard will have a material impact on its consolidated financial position, results of operations or cash flows.

 

F-11



Cornerworld Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

October 31, 2007

 

Note 2 - Summary of Significant Accounting Policies, continued

 

In December 2006, the FASB issued FASB Staff Position EITF 00-19-2, “Accounting for Registration Payment Arrangements” (“FSP 00-19-2”) which addresses accounting for registration payment arrangements. FSP 00-19-2 specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with SFAS No. 5, “Accounting for Contingencies”. FSP 00-19-2 further clarifies that a financial instrument subject to a registration payment arrangement should be accounted for in accordance with other applicable generally accepted accounting principles without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. For registration payment arrangements and financial instruments subject to those arrangements that were entered into prior to the issuance of FSP 00-19-2, this guidance is effective for financial statements issued for fiscal years beginning after December 15, 2006 and interim periods within those fiscal years. The Company has adopted FSP 00-19-2, which had no material effect on the Company’s consolidated financial position, results of operations or cash flows.

 

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS No. 159 permits entities to choose to measure many financial instruments, and certain other items, at fair value. SFAS No. 159 applies to reporting periods beginning after November 15, 2007. The adoption of SFAS No. 159 is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

 

Other

 

The Company consists of one reportable business segment. The Company paid no dividends during the periods presented.

 

Note 3 - Basis of Presentation – Going Concern

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates the continuation of the Company as a going concern. The Company has sustained losses from inception, has a working capital deficit, and has no revenues to date. These matters raise substantial doubt about the Company’s ability to continue as a going concern. In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon the Company’s ability to meet its financing requirements, and the success of its future operations. The Company intends to commence its operations through equity offerings received or a business combination. There is no assurance of the eventual profitability of the Company. Management believes that actions planned and presently being taken to revise the Company’s operating and financial requirements provide the opportunity for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from these uncertainties.

 

F-12



Cornerworld Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

October 31, 2007

 

Note 4 - Notes Payable

 

Notes payable at October 31, 2007 consist of the following:

 

Date of Notes

Due Date

Terms

Principal

Interest Rate

8-01-2007

7-30-2008

On demand

$40,000

10%

8-10-2007

7-30-2008

On demand

10,000

10%

8-12-2007

7-30-2008

On demand

30,000

10%

 

 

 

$80,000

 

 

The $40,000 note payable is from the Company President’s mother, the $10,000 note payable is from the Company President’s second cousin, and the $30,000 note is from an unrelated party. The notes payable and related interest are payable in cash or stock at its fair market value equivalent at the option of the note holders.

 

Note 5 - Income Taxes

 

The Company is subject to domestic income taxes. The Company has had no income, and therefore has not accrued and paid any income tax.

 

Deferred income taxes arise from temporary timing differences in the recognition of income and expenses for financial reporting and tax purposes. The Company’s deferred tax assets consist entirely of the benefit from net operating loss (NOL) carry forwards. The Company’s deferred tax assets are offset by a valuation allowance due to the uncertainty of the realization of the net operating loss carry forwards. Net operating loss carry forwards may be further limited by a change in company ownership and other provisions of the tax laws.

 

The Company’s deferred tax assets, valuation allowance, and change in valuation allowance are as follows:

 

Period Ended

 

Estimated NOL Carry forward

 

NOL Expires

 

Estimated Tax Benefit from NOL

 

Valuation Allowance

 

Change in Valuation Allowance

 

Net Tax Benefit

April 30, 2007 (Audited)

 

$     (28,081)

 

2027

 

$    8,143

 

$    (8,143)

 

$    8,143

 

$—

October 31, 2007 (Unaudited)

 

$(1,099,377)

 

2028

 

$318,819

 

$(318,819)

 

$310,676

 

$—

 

Income taxes at the statutory rate are reconciled to the Company’s actual income taxes as follows:

 

Income tax benefit at statutory rate resulting from net operating loss carry forward

 

(29%)

Deferred income tax valuation allowance

 

29% 

Actual tax rate

 

0% 

 

Note 6 - Related Party Transactions

 

The Company uses the offices of its President for its minimal office facility needs for no consideration. No provision for these costs has been provided since it has been determined that they are immaterial.

 

F-13



Cornerworld Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

October 31, 2007

 

Note 7 - Capital Stock

 

The Company’s authorized preferred stock consists of 10,000,000 shares with a par value of $0.001 per share. There were no issued and outstanding preferred shares as of October 31, 2007. The Company’s authorized common stock consists of 250,000,000 shares with a par value of $0.001 per share. As of October 31, 2007, 66,906,500 shares of common stock were issued and outstanding.

 

As disclosed in the Company’s Form 8K filings with the SEC, on May 11, 2007, Olympic Weddings International, Inc. entered into a Share Exchange Agreement (the “Agreement”), with Cornerworld, Inc., a private company formed under the laws of Delaware, and the majority owned shareholders of Cornerworld, Inc. (the “Cornerworld Shareholders”) pursuant to which the Company has agreed to acquire (the “Acquisition”), subject to the satisfaction of the conditions to closing as outlined in the Agreement, all of the outstanding shares of common stock of Cornerworld, Inc. from the Cornerworld Shareholders. As consideration for the acquisition of the shares of Cornerworld, Inc., the Company has agreed to issue an aggregate of 62,700,000 shares of its common stock, $0.001 par value (the “Common Stock”) to the Cornerworld Shareholders in exchange for all of their shares of Cornerworld, Inc.’s then issued and outstanding common stock on the Merger completion or closing date. In connection with the Agreement, on May 4, 2007 the Company filed a Certificate of Amendment with the Nevada Secretary of State changing its name from Olympic Weddings International, Inc. to Cornerworld Corporation, as well as increasing the Company’s authorized shares of common stock from 75,000,000 shares to 250,000,000 shares at par value of $.001 per share and the creation of 10,000,000 shares of “blank check” preferred stock at par value of $.001 per share.

 

Thereafter, the parties amended the terms of the Agreement pursuant to (i) a Letter Agreement dated June 21, 2007, (ii) by Amendment No. 2 to the Share Exchange Agreement dated July 27, 2007, and (iii) by Amendment No. 3 to the Share Exchange Agreement dated August 8, 2007 (the Agreement and all aforementioned amendments are referred to collectively, as the “Agreement”).

 

Pursuant to the Agreement, as amended, the parties agreed as follows:

 

 

Pursuant to Amendment No. 3 to Share Exchange Agreement as disclosed in form 8-K dated August 10, 2007, the non-affiliated shareholders of the Company agreed to sell their shares of the Company’s common stock, which in the aggregate is equal to 11,400,000 shares, for $750,000. The non-affiliated shareholders placed 8,400,000 shares into escrow pending the closing pursuant to an escrow agreement entered into on May 11, 2007 with Continental Stock Transfer and Trust Company (the “Escrow Agreement”) as escrow agent and placed 3,000,000 shares into a brokerage account for sale.

 

 

The parties agreed that up to 3,000,000 shares could be sold and the proceeds will be used to fund the purchase price of $750,000 for all 11,400,000 shares. Any shares that remain in the brokerage account upon achieving $750,000 in proceeds will be returned to the Company for cancellation. As of October 19, 2007, $496,000 of the $750,000 had been sold and paid. To settle the remaining balance of $254,000, the Company on October 19, 2007 entered into an agreement (“Financing Agreement”) with Dynasty Capital, LLC (“Dynasty”) pursuant to which the Company agreed to permit Dynasty to sell, for a period of 90 days ending on January 17, 2008, an aggregate of 800,000 shares (the “Shares”) of the Company’s common stock to an unaffiliated third party. The Financing Agreement further provided that upon completion of the sale of the Shares and the satisfaction of the obligation, Dynasty will loan the Company the excess proceeds that Dynasty receives above the $254,000 obligation.

 

F-14



Cornerworld Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

October 31, 2007

 

Note 7 - Capital Stock, continued

 

 

The Company and Dynasty also entered into a Purchase Agreement with respect to the funds to be provided to, and the secured promissory note (“the Note”), to be issued by, the Company. The Note is in the principal amount of $626,000, matures on October 19, 2009, and bears interest at a rate of 8.25 percent per annum. The $626,000 had not been funded as of October 31, 2007, accordingly the Company has not recorded the liability at October 31, 2007. It is the Company’s belief that it may not receive the funds from this Note. Finally, the Company’s obligations under the Note are secured by a security interest in certain assets of the Company, pursuant to a Security Agreement entered into by and between the Company and Dynasty dated October 19, 2007.

 

Additionally, a second Letter Agreement was entered into by and among the Company, Cornerworld, Inc. and the officers and directors of the Company, namely Messrs. Brent Sheppard, Brian Pierson and Patrick Wallace, dated August 10, 2007, whereby the aforementioned officers and directors agreed to provide the Company with consulting services during the transition period of two (2) months from the date of closing of the Share Exchange Agreement, in exchange for the Company granting to such officers and directors 320,000 stock options under the Company’s stock compensation plan detailed below priced at $1.40 per share. The officers and directors of Olympic Weddings also agreed to sell 62,700,000 restricted shares of Olympic Weddings common stock to the Company for a nominal total price of $10.00. On August 10, 2007, the conditions to closing as outlined in the Agreement, as amended, were satisfied and a closing of the transaction took place (the “Closing”). In connection with the Closing of the Agreement, the Company’s business address has changed to 12222 Merit Drive, Suite 120, Dallas, Texas 75251.

 

In connection with the reverse merger, the Company issued 760,000 restricted shares of common stock with a fair value of $798,000 in exchange for legal and consulting services. Accordingly, the Company has recorded $798,000 of legal and consulting services resulting from the common stock issued for services provided by these professionals for the three months, six months ended October 31, 2007 as well as from inception (September 1, 2006) through October 31,2007.

 

Effective with the Merger, all previously 6,160,854 shares of outstanding common stock owned by Cornerworld, Inc.’s shareholders were exchanged for an aggregate of 66,146,500 shares of the Company’s common stock. The value of the Company’s common stock that was issued to Cornerworld, Inc.’s shareholders was the historical cost of the Company’s net tangible assets, which did not differ materially from its fair value.

 

All references to common stock, share and per share amounts have been retroactively restated to reflect the reverse acquisition as if the transaction had taken place as of the beginning of the earliest period presented.

 

Note 8 - Stock-Based Compensation Plans

 

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.

 

F-15



Cornerworld Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

October 31, 2007

 

Note 8 - Stock-Based Compensation Plans, continued

 

Any stock options granted under the Incentive Stock Plan (“Incentive Stock Option”) to a person who at the time the Incentive Stock Option is granted owns stock possessing more than 10% of the total combined voting power or value of all classes of stock of the Company (“Ten Percent Holder”) shall have an exercise price of no less than 110% of the Fair Market Value of the Stock as of the date of grant. Incentive Stock Options granted to a person who at the time the Incentive Stock Option is granted is not a Ten Percent Holder shall have an exercise price of no less than 100% of the Fair Market Value of the Stock as of the date of grant.

 

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.

 

In October 2007 the Company granted 319,000 Options at an exercise price of $1.40.

 

Stock Compensation Plan

 

On August 17, 2007, the Company’s board of directors adopted and implemented the Company’s 2007 Stock Compensation Plan (the “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.

 

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.

 

On August 17, 2007 the Company granted 106,667 Options to Mr. Brent Sheppard at an exercise price of $1.40, 106,667 Options to Mr. Patrick Wallace at an exercise price of $1.40, and 106,666 Options to Mr. Brian Pierson at an exercise price of $1.40. An additional 3,680,000 Options were granted to Crystal Blue Consulting at an exercise price of $1.10.

 

Following is a summary of the status of the share-based payment plans as of October 31, 2007:

 

 

Incentive Stock Plan

Stock Compensation Plan

 

 

 

 

Number

of Shares

Weighted

Average

Exercise

Price

Number

of Shares

Weighted

Average

Exercise

Price

Outstanding at May 1, 2007

Granted

319,000

$1.30

4,000,000

$1.12

Exercised

Forfeited

 

 

 

 

 

Outstanding at October 31, 2007

319,000

$1.30

4,000,000

$1.12

 

F-16



Cornerworld Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

October 31, 2007

 

Note 8 - Stock-Based Compensation Plans, continued

 

The fair value of each option granted is estimated on the grant date using the Black-Scholes valuation model. The following assumptions were made in estimating fair value:

 

Assumption

Incentive Stock Plan

Stock Compensation Plan

Dividend yield

0%

0%

Expected term

5 years

5 years

Risk-free interest rate

4.17%

4.35%

Expected life

5 years

5 years

Expected volatility

69%

66%

 

Stock-based compensation charged to operations was $145,055 for the three months, six months ended October 31, 2007 and as well as for the period from September 1, 2006 (date of inception) to October 31, 2007.

 

Note 9 - Merger and Corporate Restructuring

 

On August 10, 2007, the Company completed a reverse merger transaction with and into Cornerworld, Inc., the sole subsidiary of the Company following the completion of the Merger. As a result of the Merger, the shareholders of Cornerworld, Inc. received shares of the Company’s common stock with a par value of $0.001 per share in exchange for all their shares of the common stock of Cornerworld, Inc. There was a change in control resulting from this Merger. In accordance with SFAS No. 141, “Accounting for Business Combinations”, Cornerworld, Inc. was the acquiring and surviving entity for accounting purposes. While the transaction is accounted for using the purchase method of accounting, in substance the transaction was a recapitalization of Cornerworld, Inc., or the surviving entity’s capital structure.

 

For accounting purposes, Cornerworld, Inc. has accounted for the transaction as a reverse acquisition and Cornerworld, Inc. will be the surviving entity as a publicly-traded company under the name Cornerworld Corporation (the “Company”). The Company did not recognize goodwill or any intangible assets in connection with this transaction.

 

Effective with the Merger, all previously 6,160,854 shares of outstanding common stock owned by Cornerworld, Inc.’s shareholders were exchanged for an aggregate of 66,146,500 shares of the Company’s common stock. The value of the Company’s common stock that was issued to Cornerworld, Inc.’s shareholders was the historical cost of the Company’s net tangible assets, which did not differ materially from its fair value.

 

All references to common stock, share and per share amounts have been retroactively restated to reflect the reverse acquisition as if the transaction had taken place as of the beginning of the earliest period presented.

 

F-17



Cornerworld Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

October 31, 2007

 

Note 10 – Subsequent Events

 

Subsequent to October 31, 2007 and before the date of the filing, 10,000 shares of common stock were issued to Uptick Capital, LLC as compensation for investor relations work. An additional 20,000 shares will be issued over the next two months in accordance with their consulting agreement.

 

In October 2007, an investor committed to purchase $25,000 of stock at $1.10 per share. The cash was not received and stock was not issued until after October 31, 2007. The cash was received on November 16, 2007 and 22,727 shares of common stock was issued subsequent to October 31, 2007 and before the date of the filing.

 

On November 27, 2007, the Company issued a warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $1.66 per share to an individual for his commitment to serve as an advisor of the Company for one year commencing December 1, 2007. The warrant expires November 27, 2012.

 

F-18



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND LIQUIDITY AND CAPITAL RESOURCES

 

Forward-Looking Statements

 

The information in this quarterly report contains forward-looking statements within the meaning of the Private Securities litigation Reform Act of 1995. This Act provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements other than these statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

 

The following discussion and analysis should be read in conjunction with the financial statements of Cornerworld Corporation, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

 

Overview and Plan of Operation

 

Cornerworld Corporation (hereinafter referred to as “Company”, “we” “our” or “us”) was incorporated as Olympic Weddings International, Inc. on November 9, 2004, in the State of Nevada. Effective May 2007, we changed our name to CornerWorld Corporation. Our principal executive offices are currently located at 12222 Merit Drive, Suite 120, Dallas, Texas 75251. Our telephone number is (469) 828-4277. Our fiscal year-end is April 30. Olympic Weddings was engaged in providing personally-guided travel tour wedding packages to be held at locations where the Olympic Games have been held. Going forward, CornerWorld Corporation is engaged in the business described in the following paragraphs.

 

Effective August 10, 2007, the Company acquired Cornerworld, Inc. (“CornerWorld”). CornerWorld, Inc., the Company’s wholly-owned subsidiary, was organized as a Delaware Corporation on October 7, 2003. CornerWorld provides an interactive Web-based platform for both amateur and professional creators of original content, their fans, friends and families, to connect with one another in an intuitive, secure and grassroots environment. CornerWorld’s goal is to take social networking to the next level by allowing users to stream live video feeds, share pictures, files, music, video, opinion; send and receive emails, live chat, and create interactive classified ads and invitations.

 

CornerWorld also offers free “business manager” services for anyone with sellable content. From comedians to candidates, musicians, models and movie-makers, CornerWorld is committed to celebrating individuality and fostering creation. CornerWorld is currently free to join in four levels of membership: amateurs, rated amateurs, instant professionals and professionals. The Company intends to earn revenues through online advertising in addition to revenues which may be generated by the sale of member-created content and intends to continue developing additional features that will generate incremental revenue as “premium” offerings on a pay-per-use basis.

 

CornerWorld’s three product categories, (i) content, (ii) technology, and (iii) services, will be delivered through a distribution network and on www.cornerworld.com. CornerWorld believes that it is able to satisfy the different needs of professional content creators, their fans, and affiliate partners because there is a great deal of flexibility in the composition of products by combining elements from any of the categories. For example, if a content creator wants to test the price point of a piece of content, the creator can make the content available to CornerWorld members through the Audio-Video Platform and be provided with valuable feedback, via the members management page, of geo-targeted information, ratings, and number of downloads, enabling the creator to make the best

 

Page 2



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND LIQUIDITY AND CAPITAL RESOURCES, continued

 

economic decision. Management believes that control software and access technologies (broadband, mobile computing, et cetera) will change the value chain of the content distribution industry and permit new Business-to-Consumers and Business-to-Business models, virtual record labels, online radio, live broadcastings, digital downloads, ecommerce, file sharing, and subscription services. While hardware has reached mass-market status and software applications are allowing the consumer to be truly digitally enabled, new roles will emerge in this changing landscape.

 

Results of Operations

 

Three Months and Six-Month Periods Ended October 31, 2007 compared to Three Months and Six-Month Periods Ended October 31, 2006 as well as period from September 1, 2006 (date of inception) to October 31, 2007.

 

Revenue and Gross Profit

 

Our revenue and gross profit for the three months ended October 31, 2007 was $-0- and for October 31, 2006 the revenue was $-0- and the gross profit was $-0-. We have refocused our business strategy towards a social networking web-based site.

 

Net Loss

 

For the three months ended October 31, 2007, we incurred a net loss of $1,034,618, or $0.02 per share, which was an increase of $1,031,739 from the net loss of $2,879, or $0.0 per share for the three months ended October 31, 2006. The increase in net loss is primarily attributable to an increase in professional fees, advertising and public relations expense, regulatory expense, stock-based compensation, and issuance of common stock for legal and consulting services.

 

For the six months ended October 31, 2007, we incurred a net loss of $1,099,377 or $0.02 per share, which was an increase of $1,096,498 from the net loss of $2,879, or $0.0 per share for the six months ended October 31, 2006. The increase in net loss is primarily attributable to an increase in professional fees, advertising and public relations expense, regulatory expense, stock-based compensation, and issuance of common stock for legal and consulting services.

 

The cumulative net loss since inception is $1,127,458.

 

Operating Expenses

 

Total operating expenses for the three months ended October 31, 2007 increased by $1,031,739 to $1,034,618 from $2,879 for the three months ended October 31, 2006. This change is due principally to an increase in professional fees, advertising and public relations expense, regulatory expense, stock-based compensation, and issuance of common stock for legal and consulting services.

 

Total operating expenses for the six months ended October 31, 2007 increased by $1,096,498 to $1,099,377 from $2,879 for the six months ended October 31, 2006. This change is due principally to an increase in professional fees, advertising and public relations expense, regulatory expense, stock-based compensation, and issuance of common stock for legal and consulting services.

 

The cumulative operating expenses since inception are $1,127,458.

 

Liquidity and Capital Resources

 

As of October 31, 2007, we had a working capital deficit of approximately $252,609 and cash of $406. For the six months ended October 31, 2007, we received financing of $80,000 in the form of on demand notes maturing in one year with an interest rate of 10% per annum. Our investing activity for the six months ended October 31, 2007, consisted of $194,510 for purchases of computer equipment and software and website developments costs.

 

Page 3



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND LIQUIDITY AND CAPITAL RESOURCES, continued

 

Since inception (September 1, 2006) to October 31, 2007, we received financing of $80,000 in the form of on demand notes maturing in one year with an interest rate of 10% per annum and also $153,175 for issuance of capital stock. Our investing for the period from inception (September 1, 2006) through October 31, 2007 consisted of $233,298 for purchases of computer equipment and software and website development costs. We have not acquired additional financing. We do not have the funds necessary to maintain our operations for the remainder of our fiscal year, and will need to raise additional funding.

 

We presently do not have any available credit, bank financing or other external sources of liquidity. Due to our brief operating history as a start up company, our operations have not been a source of liquidity. We will need to obtain additional capital in order to maintain and 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, on terms acceptable to us.

 

Recent Financings

 

We have entered into an agreement with Dynasty Capital, LLC as described in Note 7 to the financial statements to settle the remaining balance of the purchase price of the outstanding shares of the Company’s stock per the terms of the share exchange agreement. As also described in Note 7, the Company and Dynasty also entered into a Purchase Agreeement with respect to the funds to be provided to, and the secured promissory note to be issued by, the Company. The agreement had not been funded as of October 31, 2007. However, there can be no assurance that such funds will become available to us.

 

Critical Accounting Policies and Estimates

 

Development Stage Activities

 

The Company is in the development stage and has not yet realized any revenues from its planned operations.

 

Based upon the Company’s business plan, it is a development stage enterprise. Accordingly, the Company presents its financial statements in conformity with the accounting principles generally accepted in the United States of America that apply in establishing operating enterprises. As a development state enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.

 

Our continuing operations are dependent upon the identification and successful completion of additional long-term or permanent equity financing, the support of creditors and shareholders, and, ultimately, the achievement of profitable operations. There can be no assurances that we will be successful, which would in turn significantly affect our ability to complete the roll-out of our business plan. If not, we will likely be required to reduce operations or liquid assets. We will continue to evaluate our projected expenditures relative to our available cash and to seek additional means of financing in order to satisfy our working capital and other cash requirements.

 

The Company has limited operations, no revenue, limited financial backing and few assets. How long we can continue to satisfy our cash requirements, and whether we will require additional funding for the next twelve (12) months from the date hereof is dependent on how quickly our Company can generate revenue to cover our ongoing expenses. We do not have any full-time employees at the present time. We are operating with very limited administrative support, and our current officers and directors will continue to be responsible for all planning, developing and operational duties.

 

Page 4



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND LIQUIDITY AND CAPITAL RESOURCES, continued

 

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

 

The Company has had no revenues to date. 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. 101 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) collectibility 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 collectibility 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.

 

Recent Accounting Pronouncements

 

In June 2006, the Financial Accounting Standards Board (the “FASB”) issued FIN No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of SFAS No. 109”. This Interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes”. This Interpretation prescribes recognition of threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. This interpretation is effective for fiscal years beginning after December 15, 2006. Earlier application is permitted if the entity has not yet issued interim or annual financial statements for that fiscal year. The Company is currently evaluating FIN No. 48 to determine what impact, if any, it will have on the Company’s consolidated financial position, results of operations or cash flows.

 

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, SFAS No. 157 does not require any new fair value measurements. However, for some entities, the application of SFAS No. 157 will change current practice. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, and all interim periods within those fiscal years. Earlier application is permitted if the entity has not yet issued interim or annual financial statements for that fiscal year. The adoption of this standard is not expected to have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

 

Page 5



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND LIQUIDITY AND CAPITAL RESOURCES, continued

 

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (“SFAS 158”). SFAS No. 158 improves financial reporting by requiring an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. SFAS No. 158 also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The effective date for an employer with publicly traded equity securities is as of the end of the fiscal year ending after December 15, 2006. The Company does not expect adoption of this standard will have a material impact on its consolidated financial position, results of operations or cash flows.

 

In December 2006, the FASB issued FASB Staff Position EITF 00-19-2, “Accounting for Registration Payment Arrangements” (“FSP 00-19-2”) which addresses accounting for registration payment arrangements. FSP 00-19-2 specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with SFAS No. 5, “Accounting for Contingencies”. FSP 00-19-2 further clarifies that a financial instrument subject to a registration payment arrangement should be accounted for in accordance with other applicable generally accepted accounting principles without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. For registration payment arrangements and financial instruments subject to those arrangements that were entered into prior to the issuance of FSP 00-19-2, this guidance is effective for financial statements issued for fiscal years beginning after December 15, 2006 and interim periods within those fiscal years. The Company has adopted FSP 00-19-2, which had no material effect on the Company’s consolidated financial position, results of operations or cash flows.

 

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS No. 159 permits entities to choose to measure many financial instruments, and certain other items, at fair value. SFAS No. 159 applies to reporting periods beginning after November 15, 2007. The adoption of SFAS No. 159 is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

 

ITEM 3. CONTROLS AND PROCEDURES

 

(a) Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and principal accounting officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.

 

(b) Changes in internal controls. There was no change in our internal controls or in other factors that could affect these controls during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Page 6



PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

The Company is not a party to any pending legal proceeding, nor is its property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of the Company’s business.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

 

On May 11, 2007, Olympic Weddings International, Inc. (“Olympic Wedding”) entered into a Share Exchange Agreement (the “Agreement”) with CornerWorld, Inc., a private company formed under the laws of Delaware, and the majority owned shareholders of CornerWorld, Inc. (the “CornerWorld Shareholders”) pursuant to which Olympic Wedding has agreed to acquire (the “Acquisition”), subject to the satisfaction of the conditions to closing as outlined in the Agreement, all of the outstanding shares of common stock of CornerWorld, Inc. from the CornerWorld Shareholders. As consideration for the acquisition of the shares of CornerWorld, Inc., Olympic Wedding has agreed to issue an aggregate of 62,700,000 shares of Common stock, $0.001 par value (the “Common Stock”) to the CornerWorld Shareholders. In connection with the Agreement, on May 4, 2007 Olympic Wedding filed a Certificate of Amendment with the Nevada Secretary of State changing its name from Olympic Weddings International, Inc. to Cornerworld Corporation, as well as increasing its authorized shares of common stock from 75,000,000 shares to 250,000,000 shares and the creation of 10,000,000 shares of “blank check” preferred stock.

 

Thereafter, the parties amended the terms of the Agreement pursuant to (i) a Letter Agreement dated June 21, 2007, (ii) by Amendment No. 2 to the Share Exchange Agreement dated July 27, 2007, and (iii) by Amendment No. 3 to the Share Exchange Agreement dated August 8, 2007 (the Agreement and all aforementioned amendments are referred to collectively, as the “Agreement”).

 

On August 10, 2007 the conditions to closing as outlined in the Agreement, as amended, were satisfied, and a closing of the transaction took place (the “Closing”). In connection with the Closing of the Agreement, the Company’s business address has changed to 12222 Merit Drive, Suite 120, Dallas, Texas 75251.

 

ITEM 5. OTHER INFORMATION

 

None.

 

Page 7



ITEM 6. EXHIBITS

 

EXHIBITS

 

 

Page 8



ITEM 7. SIGNATURES

 

SIGNATURES

 

Pursuant to the requirements of the Securities and 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

 

Date: December 14, 2007

By:

/s/ Scott Beck

 

Scott Beck

 

President

 

(Principal Executive Officer)

 

 

 

By:

/s/ Scott Beck

 

Scott Beck

 

Principal Accounting Officer

 

Page 9