UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

ACT OF 1934

For the quarterly period ended July 31, 2008

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.

Jonathan R. Shechter, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32^ndFloor

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. Yes x No o

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

Large accelerated filer o Accelerated filer o Non-accelerated filer o 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 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 September 12, 2008 the registrant had 43,368,317 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 Operation.	3

Item 3.	Controls and Procedures.	7

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.	7

Item 7.	Signatures.	8

Page 2

CORNERWORLD CORPORATION

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

JULY 31, 2008

CONTENTS

	PAGE

CONSOLIDATED BALANCE SHEETS	F-2

CONSOLIDATED STATEMENTS OF OPERATIONS	F-3

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)	F-4

CONSOLIDATED STATEMENTS OF CASH FLOWS	F-5

NOTES TO FINANCIAL STATEMENTS	F-6 to F-16

F-1

Cornerworld Corporation

(A Development Stage Company)

Consolidated Balance Sheets

Assets

		July 31, 2008			April 30, 2008
		(Unaudited)			See Note (1)
Current assets
Cash	$	19,065		$	45,164
Prepaid Expenses		6,566			1,500
Total current assets		25,631			46,664

Computer equipment and software, net of accumulated depreciation of $19,464 as of July 31, 2008 and $14,869 as of April 30, 2008.		36,669			41,264
Capitalized website development, net of accumulated amortization of $61,740 as of July 31, 2008 and $40,809 as of April 30, 2008.		198,434			210,365

Total assets	$	260,734		$	298,293


Liabilities and Stockholders’ (Deficit)

Current liabilities
Accounts payable	$	296,832		$	218,820
Credit card payable		630			1,528
Accrued expenses		72,907			129,129
Notes payable, related parties		70,000			50,000
Notes payable, other		30,000			30,000
Total current liabilities		470,369			429,477

Commitments and contingencies (Notes 1-9)

Stockholders’ (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: Issued and outstanding 43,368,317 and 67,368,317 common shares as of July 31, 2008 and April 30, 2008 respectively		43,368			67,368
Additional paid-in-capital		4,858,742			4,805,622
Deficit accumulated during the development stage		(5,111,745	)		(5,004,174	)
		(209,635	)		(131,184	)

Total liabilities and stockholders’ (deficit)	$	260,734		$	298,293

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 Period from
	For the			For the			September 1, 2006
	Three-Month			Three-Month			(date of commencement
	Period Ended			Period Ended			of development stage)
	July 31, 2008			July 31, 2007			to July 31, 2008

Income	$	—		$	—		$	—

Operating expenses
Software licenses and maintenance		1,398			3,247			9,145
Software development		—			8,215			28,690
Legal and professional fees		44,998			13,320			245,490
Regulatory expense		2,703			1,584			29,274
Rent		5,196			6,135			36,327
Travel and hospitality		—			2,387			14,968
Office and administration		679			911			8,057
Insurance		4,444			2,580			7,870
Advertising and public relations		1,496			23,774			102,257
Depreciation expense		25,526			2,606			81,205
Stock-based compensation		29,120			—			77,335
Common stock issued for legal and consulting services		—			—			415,900
Shell Transaction Costs		—			—			4,055,200

Total operating expenses		115,560			64,759			5,111,718

Loss from operations		(115,560	)		(64,759	)		(5,111,718	)

Other income and (expense)
Interest expense		(2,476	)		—			(10,492	)
Forgiveness of Debt		10,465			—			10,465
		7,989			—			(27	)


Net loss	$	(107,571	)	$	(64,759	)	$	(5,111,745	)

Net loss per share - basic and diluted	$	nil		$	nil		$	(0.08	)

Weighted average shares outstanding - basic and diluted		58,498,752			62,700,000			63,785,945

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

F-3

Cornerworld Corporation

(A Development Stage Company)

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

For the Period from May 1, 2006 to July 31, 2008

(Unaudited)

	Common		Common			Paid-in			Accumulated
	Stock Shares		Stock			Capital			Deficit			Total

Balance at May 1, 2006	2,035		$	—		$	—		$	—		$	—

Shares cancelled November 1, 2006	(2,035	)		—			—			—			—
Common stock issued for computer equipment November 1, 2006 @ $ .0001621	20,354,322			20,354			(17,054	)		—			3,300
Common stock issued for debt to shareholder December 12, 2006 @ $ .0002356	25,353,323			25,353			(19,379	)		—			5,974
Common stock issued for cash December 12, 2006 @ $ .0002356	2,405,005			2,405			(1,838	)		—			567
Common stock issued for debt to shareholder March 29 @ $ .0098256	593,754			594			5,240			—			5,834
Common stock issued for cash December 12, 2006 @ $ .0098259	13,993,596			13,994			123,506			—			137,500
Net loss	—			—			—			(28,081	)		(28,081	)
Balance at April 30, 2007	62,700,000			62,700			90,475			(28,081	)		125,094

Reorganization/Recapitalization	3,662,500			3,663			(3,663	)		—			—
Common stock issued for cash
December 31, 2007 @ $1.10	22,727			23			24,977			—			25,000
January 17, 2008 @ $1.27	393			—			500			—			500
March 10, 2008 @$1.10	159,090			159			174,841			—			175,000
Stock-based compensation	—			—			48,215			—			48,215
Common stock issued for consulting services
November 14, 2007 @ $1.94	10,000			10			19,390			—			19,400
January 17, 2008 @ $1.50	249,607			249			374,251			—			374,500
March 10, 2008 @$1.10	20,000			20			21,980			—			22,000
Common stock and options issued for shell acquisition transaction costs
Stock Compensation Plan Options	—			—			3,484,000			—			3,484,000
September 5, 2007 @$1.05	404,000			404			423,796			—			424,200
September 5, 2007 @$1.05	100,000			100			104,900			—			105,000
September 5, 2007 @$1.05	40,000			40			41,960			—			42,000
Net loss	—			—			—			(4,976,093	)		(4,976,093	)
Balance at April 30, 2008	67,368,317			67,368			4,805,622			(5,004,174	)		(131,184	)

Retirement of Common Stock June 27, 2008	(24,000,000	)		(24,000	)		24,000			—			—
Stock-based compensation	—			—			29,120			—			29,120
Net loss	—			—			—			(107,571	)		(107,571	)
Balance at July 31, 2008	43,368,317		$	43,368		$	4,858,742		$	(5,111,745	)	$	(209,635	)

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

F-4

Cornerworld Corporation

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

							For the Period from
	For the			For the			September 1, 2006
	Three-Month			Three-Month			(date of commencement
	Period Ended			Period Ended			of development stage)
	July 31, 2008			July 31, 2007			to July 31, 2008
Cash flows from operating activities
Net loss	$	(107,571	)	$	(64,759	)	$	(5,111,745	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		25,526			2,606			81,205
Stock-based compensation		29,120			—			77,335
Common stock issued for consulting services		—			—			415,900
Shell acquisition transaction costs		—			—			4,055,200
Change in operating assets and liabilities
Accounts receivable		—			—			—
Prepaid Expenses		(5,066	)		—			(6,566	)
Accounts payable		78,012			56,003			296,832
Credit card payable		(898	)		2,307			630
Accrued expenses		(56,222	)		—			72,907
Net cash used in operating activities		(37,099	)		(3,843	)		(118,302	)

Cash flows from investing activities
Purchase of computer equipment and software		—			(20,243	)		(52,834	)
Capitalized software development		(9,000	)		(83,841	)		(260,174	)
		(9,000	)		(104,084	)		(313,008	)

Cash flows from financing activities
Advances from Shareholders		—			—			11,808
Proceeds from issuance of notes payable		20,000			—			100,000
Issuance of common stock		—			—			338,567
Net cash provided by financing activities		20,000			—			450,375

Net (decrease) increase in cash and cash equivalents		(26,099	)		(107,927	)		19,065

Cash and cash equivalents at beginning of period		45,164			110,873			—

Cash and cash equivalents at end of period	$	19,065		$	2,946		$	19,065

Supplemental disclosure
Cash paid during the period for interest	$	449		$	—		$	2,585
Cash paid during the period for income taxes	$	—		$	—		$	—

Non-cash transactions
Stock issued in exchange for debts	$	—		$	—		$	11,808
Stock issued for equipment	$	—		$	—		$	3,300

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

F-5

Cornerworld Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

July 31, 2008

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-Q 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 for the year ended April 30, 2008, included in the annual report previously filed with the Securities and Exchange Commission on Form 10-K. 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, Olympic Weddings changed its name to Cornerworld Corporation.

On August 10, 2007, Olympic Weddings completed a reverse acquisition with and into Cornerworld, Inc., a Delaware Corporation. Olympic Weddings acquired the business of Cornerworld, Inc. pursuant to the reverse acquisition, and will continue the existing business operations of Cornerworld, Inc. as a publicly-traded company under the name Cornerworld Corporation (the “Company”).

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 62,700,000 shares of the Company’s common stock. The transaction was accounted for as a Reverse Acquisition since the former controlling shareholder of Cornerworld, Inc. controlled Cornerworld Corporation after the transaction.

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 30^th.

F-6

Cornerworld Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

July 31, 2008

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 commencement of development stage 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-7

Cornerworld Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

July 31, 2008

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” (“SAB101”). 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-8

Cornerworld Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

July 31, 2008

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 July 31, 2008.

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.

Long-Lived Assets

The Company accounts for its long-lived assets in accordance with Statement of Financial Accounting Standards 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144). The Company’s primary long-lived assets are property and equipment and website development costs. SFAS 144 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. Additionally, the standard requires expected future operating losses from discontinued operations to be displayed in discontinued operations in the period(s) in which the losses are incurred, rather than as of the measurement date. No impairment charges have been recorded as of July 31, 2008 or April 30, 2008. Although management believes that there is no impairment in the carrying value of its website development, the Company has not yet recognized any revenue for this asset, and uncertainties exist with respect to future revenue, if any. Therefore, a contingency exists with respect to this matter, the ultimate resolution of which cannot be determined.

F-9

Cornerworld Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

July 31, 2008

Note 2 – Summary of Significant Accounting Policies, continued

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 July 31, 2008, the Company had no amounts in excess of that which is insured by a Federal Government agency.

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 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. 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.

F-10

Cornerworld Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

July 31, 2008

Note 2 – Summary of Significant Accounting Policies, 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 have any defined benefit pension and other postretirement plans. Accordingly, the adoption of this standard will have no impact on the Company’s 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.

In December 2007, the FASB issued SFAS No. 141(R),”Business Combinations” (“SFAS No. 141(R)”), which establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in an acquiree, including the recognition and measurement of goodwill acquired in a business combination. SFAS No. 141(R) is effective as of the beginning of the first fiscal year beginning on or after December 15, 2008. Earlier adoption is prohibited and the Company is currently evaluating the effect, if any, that the adoption will have on its financial position, results of operations or cash flows.

F-11

Cornerworld Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

July 31, 2008

Note 2 – Summary of Significant Accounting Policies, continued

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interest in Consolidated Financial Statements, an amendment of ARB No. 51” (“SFAS No. 160”), which will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity within the consolidated balance sheets. SFAS No. 160 is effective as of the beginning of the first fiscal year beginning on or after December 15, 2008. Earlier adoption is prohibited and the Company is currently evaluating the effect, if any, that the adoption will have on its 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.

Note 4 – Notes Payable

Notes payable at July 31, 2008 consist of the following:

Date of Notes	Due Date	Terms	Principal	Interest Rate
8-01-2007	1-30-2009	On demand	$ 40,000	10%
8-10-2007	1-30-2009	On demand	10,000	10%
8-12-2007	1-30-2009	On demand	30,000	10%
7-29-2008	7-29-2009	On demand	20,000	10%
			$100,000

The $40,000 note payable is to the Company President’s mother, the $10,000 note payable is to the Company President’s second cousin, and the $30,000 note is to an unrelated party. The $20,000 note is payable to Scott Beck, CEO of the Company. The notes and related interest are payable in cash or stock at its fair market value equivalent at the option of the note holders. Each note is collaterized by substantially all of the assets of the Company which is outlined in a security agreement.

F-12

Cornerworld Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

July 31, 2008

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
April 30, 2008 (Audited)	$	(4.976,093	)	2028	$	1,443,067	$	(1,451,210	)	$	1,443,067	$	—
July 31, 2008 (Unaudited)	$	(107,571	)	2029	$	31,196	$	(1,482,406	)	$	31,196	$	—

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 Chief Executive Officer 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.

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 July 31, 2008. The Company’s authorized common stock consists of 250,000,000 shares with a par value of $0.001 per share. As of July 31, 2008, 43,368,317 shares of common stock were issued and outstanding.

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”).

F-13

Cornerworld Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

July 31, 2008

Note 7 – Capital Stock, continued

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 would 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 would 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 would loan the Company the excess proceeds that Dynasty receives above the $254,000 obligation. As of January 17, 2008 the “Financing Agreement” expired pursuant to the terms and cancellation of the remaining shares has not taken place.

•

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 January 17, 2008 and the Purchase Agreement expired pursuant to the terms.

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.

F-14

Cornerworld Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

July 31, 2008

Note 7 – Capital Stock, continued

Effective with the Reverse Acquisition all previously 6,160,854 shares of outstanding common stock owned by Cornerworld, Inc.’s shareholders were exchanged for an aggregate of 62,700,000 shares of the Company’s common stock.

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.

The Company issued 10,000 shares of its common stock on November 14, 2007 with a fair value of $19,400 to a firm for consulting services rendered and on March 10, 2008, the Company issued 20,000 shares for $22,000 for consulting services. In January 2008, the Company received $500 cash proceeds from issuance of 250,000 shares of its common stock to a consulting firm in connection with a consulting agreement entered into on January 14, 2008 with a fair value of $374,500 for one year consulting services. The agreement was cancelled on March 24, 2008 and the remaining value of $374,500 was recognized as expense. The Company has recorded $415,900 of consulting services resulting from common stock issued for services provided by professionals for the year ended April 30, 2008. The Company issued 22,727 shares of common stock on December 31, 2007 for $25,000 cash.On March 10, 2008, the Company issued 159,090 shares of common stock for $175,000 cash, including 22,727 shares to a related party for $25,000. On January 17, 2008, the Company issued 393 shares of common stock for $500 as described above.

On September 5, 2007, the Company issued 404,000, 100,000, and 40,000 shares of common stock respectively to three entities for services related to the shell acquisition transaction costs valued in total at $571,200.

In connection with the Reverse Acquisition, the Company’s former President was issued 660,000 shares of common stock. Since the former President did not perform any material amount of services to the Company after the Reverse Acquisition as consideration for the stock, and since the former President returned a material percentage of the 62,700,000 shares to the Company to facilitate the Reverse Acquisition, accounting for the 660,000 shares was recorded based on the substance of the transaction. Such substance was that the former President was allowed to retain 660,000 shares of the 62,700,000 shares returned and thus were considered to be outstanding at the closing date of the transaction. Also considered outstanding were the three million shares sold to finance the purchase described above and 2,500 shares not returned as part of the 11,400,00 shares described above.

As disclosed in the Company’s Form 4 filings on June 30, 2008, Scott Beck and Jarrod Beck contributed to the capital of the company an aggregate of twenty four million shares of Cornerworld Corporation common stock. On June 27, 2008 Scott Beck returned 20,100,000 shares of common stock to the treasury leaving him with a total of 15,024,236 shares and Jarrod Beck returned 3,900,000 shares of common stock to the treasury leaving him with a total of 5,005,015 shares. After this return of common stock to Cornerworld treasury the company had a total of 43,368,317 shares of common stock outstanding.

F-15

Cornerworld Corporation

(A Development Stage Company)

Notes to Consolidated Financial Statements

July 31, 2008

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.

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.

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.

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.

Warrants

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.

The total value of the Stock Incentive Plan is $447,337 which is being amortized over 5 years according to the agreements and $22,551 was expensed for the three months ended July 31, 2008, and from date of commencement of development stage to July 31, 2008, $59,699 was expensed. The total value of the Stock Compensation Plan is $3,484,000 which was expensed in the year ended April 30, 2008 in accordance with the agreements. The total value of the Warrant is $130,310 which is being amortized over 5 years according to the agreement. $6,569 was expensed for the three months ended July 31, 2008, and $17,636 was expensed and from date of commencement of development stage to July 31, 2008.

Note 9 – Subsequent Events

On August 11, 2008, the Company issued 1,500,000 options at $0.60 to Crystal Blue Consulting.

As disclosed in the 8-K filing of September 3, 2008, on August 27, 2008 Cornerworld Corporation entered into and closed a Share Exchange Agreement and Plan of Merger with Enversa Companies LLC, a Texas limited liability company, Leadstream LLC, a Texas limited liability company, and the holders of the membership interests of Leadstream. Pursuant to the Agreement, Leadstream merged with and into Enversa, of which Cornerworld is the sole member. Enversa shall remain the surviving company in connection with the merger and, as such, will acquire all right, title and interest in and to all real estate and other property of Leadstream and shall become responsible for all liabilities and obligations of Leadstream and Enversa.

F-16

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 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.

Page 3

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

Results of Operations

Three Months Ended July 31, 2008 compared to Three Months Ended July 31, 2007 as well as period from September 1, 2006 (date of commencement of development stage) to July 31, 2008.

Revenue and Gross Profit

Our revenue and gross profit for the three months ended July 31, 2008 was $-0- and for July 31, 2007 the revenue was $-0- and the gross profit was $-0-.

Net Loss

For the three months ended July 31, 2008, we incurred a net loss of $107,571 or $0.0 per share, which was an increase of $42,812 from the net loss of $64,759 or $0.00 per share for the three months ended July 31, 2007. The increase in net loss is primarily attributable to an increase in professional fees, depreciation, and stock-based compensation.

The cumulative net loss since commencement of development stage is $5,111,745.

Operating Expenses

Total operating expenses for the three months ended July 31, 2008 increased by $50,801 to $115,560 from $64,759 for the three months ended July 31, 2007. This change is due principally to an increase in professional fees, depreciation, and stock-based compensation.

The cumulative operating expenses since commencement of development stage are $5,111,718.

Liquidity and Capital Resources

As of July 31, 2008, we had a working capital deficit of approximately $(444,738) and cash of $19,065. For the three months ended July 31, 2008, we received $20,000 from the Chief Executive Officer in the form of a note. Our investing activity for the three months ended July 31, 2008, consisted of $9,000 for website developments costs.

Since commencement of development state (September 1, 2006) to July 31, 2008, 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, $20,000 for a note from the Chief Executive Officer, and also $338,567 for issuance of common stock. Our investing for the period from the period from commencement of development stage (September 1, 2006) to July 31, 2008 consisted of $313,008 for purchases of computer equipment and software and website development costs. We have not acquired additional debt 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.

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.

Page 4

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

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 commencement of development stage 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.

Website Development Costs

Revenue Recognition

Recent Accounting Pronouncements

Page 5

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

Page 6

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.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

EXHIBITS

31.1	Certification by Scott Beck, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification by Scott Beck, Principal Accounting Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification by Scott Beck, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification by Scott Beck, Principal Accounting Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Page 7

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: September 12 , 2008		By:		/s/ Scott Beck
				Scott Beck
				Chief Executive Officer


	By:		/s/ Scott Beck
			Scott Beck
			Principal Accounting Officer

Page 8

Date: September 12, 2008	By:	/s/ Scott Beck
		Scott Beck
		Chief Executive Officer