8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 31, 2010

CORNERWORLD CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	333-128614	98-0441869
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

12404 Park Central Drive, Suite 400

Dallas, Texas 75251

(Address of principal executive offices) (zip code)

(214) 224-1081

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

As a result of the matters described in previous Current Reports on Form 8-K filed by CornerWorld Corporation (“CornerWorld” or the “Company”) with the Securities and Exchange Commission, including the exercise by Ned Timmer of his alleged rights as a secured creditor and the ensuing litigation between the Company and Mr. Timmer that is still pending, and the impact thereof on the Company’s results of operations and financial condition, the Company sought and obtained appropriate waivers from certain of its lenders, including IU Investments, LLC, Internet University, Inc., Marc Blumberg, and Marc Pickren, under their respective debt instruments to ensure that the Company and/or its subsidiaries did not default on any payment obligations thereunder and/or any covenants thereunder.

On March 31, 2010, the Company amended its agreements with IU Investments, LLC, Internet University, Inc., Marc Blumberg and Marc Pickren as follows:

The Company entered into Amendment No. 1 (“IU Amendment No. 1”) to its Promissory Note with IU Investments, LLC (the “IU Note”). IU Amendment No. 1 revised the repayment schedule of the IU Note such that principal payments resumed on March 31, 2010 and continue through December 31, 2010, after which point the IU Note will be paid in its entirety. Interest payments and other terms remained unchanged. A copy of IU Amendment No. 1 is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Enversa Companies (“Enversa”), a wholly owned subsidiary of CornerWorld, entered into Amendment No. 2 (“Internet Amendment No. 2”) to the Line of Credit with Internet University, Inc. (the “Internet Line of Credit”). Internet Amendment No. 2 revised the repayment schedule of the Internet Line of Credit such that principal payments resumed on March 31, 2010 and continue through December 31, 2010, after which point the Internet Line of Credit will be paid in its entirety. Interest payments and other terms remained unchanged. A copy of Internet Amendment No. 2 is attached hereto as Exhibit 10.2 and incorporated by reference herein.

Enversa entered into amendments to its Promissory Notes with each of Internet University, Inc. (“Internet Amendment No. 1”), Marc Blumberg (“Blumberg Amendment No. 1”) and Marc Pickren (“Pickren Amendment No. 1”, and together with Internet Amendment No. 1 and Blumberg Amendment No. 1, the “Amendment No. 1’s”) (the “Notes”). The Amendment No. 1’s revised the repayment schedules of the Notes such that principal payments would no longer be subject to an EBITDA scrape, as defined in the Notes, but rather, would be subject to an amortization to be paid over the next 24 months. Principal payments on the Notes resumed on March 31, 2010 and continue through December 31, 2012, after which point the Notes will be paid in their entirety. In addition, interest on the Notes will continue to be payable on the date on which principal is due. A copy of Internet Amendment No. 1, Blumberg Amendment No. 1 and Pickren Amendment No. 1 are attached hereto as Exhibits 10.3 10.4 and 10.5, respectively, and are incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On April 6, 2010, CornerWorld Corporation posted its March 2010 CEO newsletter (the “Newsletter”) on its website, www.cornerworld.com. The Newsletter is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information reported in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Amendment No. 1 to Promissory Note dated as of March 31, 2010 between CornerWorld Corporation and IU Investments, LLC
10.2	Amendment No. 2 to Line of Credit dated as of March 31, 2010 between Enversa Companies and Internet University, Inc.
10.3	Amendment No. 1 to Promissory Note dated as of March 31, 2010 between CornerWorld Corporation and Internet University, Inc.
10.4	Amendment No. 1 to Promissory Note dated as of March 31, 2010 between CornerWorld Corporation and Marc Blumberg
10.5	Amendment No. 1 to Promissory Note dated as of March 31, 2010 between CornerWorld Corporation and Marc Pickren
99.1	CornerWorld Corporation CEO Newsletter, dated April 6, 2010

Certain statements contained in the Newsletter may be forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. These statements involve a number of risks and uncertainties and can generally be identified by words such as “believes,” “expects,” “plans,” “intends,” “projects,” “forecasts,” “may,” “will,” “should,” “on track” or “anticipates,” or the negative thereof or comparable terminology, or by discussions of vision, strategy or outlook. Forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations and are not statements of fact, actual results may differ materially from those projected by any forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

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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 hereunto duly authorized.

CornerWorld Corporation

Dated: April 6, 2010 By: /s/ V. Chase McCrea III
V. Chase McCrea III
Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Amendment No. 1 to Promissory Note dated as of March 31, 2010 between CornerWorld Corporation and IU Investments, LLC
10.2	Amendment No. 2 to Line of Credit dated as of March 31, 2010 between Enversa Companies and Internet University, Inc.
10.3	Amendment No. 1 to Promissory Note dated as of March 31, 2010 between CornerWorld Corporation and Internet University, Inc.
10.4	Amendment No. 1 to Promissory Note dated as of March 31, 2010 between CornerWorld Corporation and Marc Blumberg
10.5	Amendment No. 1 to Promissory Note dated as of March 31, 2010 between CornerWorld Corporation and Marc Pickren
99.1	CornerWorld Corporation CEO Newsletter, dated April 6, 2010

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EX-10

Exhibit 10.1

AMENDMENT NO. 1 TO PROMISSORY NOTE

AMENDMENT NO. 1 TO PROMISSORY NOTE, dated as of March 31, 2010 (this “Amendment”), among (a) CornerWorld Corporation, a Nevada corporation (the “Borrower”) and (b) IU INVESTMENTS, LLC (“Lender”).

WITNESSETH:

WHEREAS, on February 23, 2009, the Borrower and the Lender party thereto entered into the Promissory Note dated as of February 23, 2009 (as it may be amended from time to time, the “Promissory Note”).

WHEREAS, on or about December 1, 2009, the Borrower and the Lender executed a waiver (the “Waiver”) pursuant to which the Lender agreed to waive, during the period from December 1, 2009 through February 28, 2010, their rights and remedies under the Promissory Note.

WHEREAS, the Borrower has requested, and the Lender has agreed, to amend the Promissory Note as set forth below.

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter contained, and for other good and valuable consideration, notwithstanding any provisions of the Promissory Note to the contrary, the parties hereto hereby agree as follows:

Lender and Borrower and borrower agree to remove Schedule A to the Promissory Note and replace it in its entirety with Schedule A as attached hereto. Interest payments and all other terms remainas stated in the original agreement.

/s/ Scott N. Beck

By: Scott N. Beck

CORNERWORLD CORPORATION

Its: Chief Executive Officer

/s/ Doug Levy

By: Doug Levy

IU INVESTMENTS, LLC

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Schedule A to Promissory Note:

Scheduled Payment Date	Amount
April 15, 2009	$145,000
May 15, 2009	$145,000
June 15, 2009	$145,000
July 15, 2009	$145,000
August 15, 2009	$145,000
September 15, 2009	$145,000
October 15, 2009	$145,000
November 15, 2009	$145,000
March 25, 2010	$25,000
April 25, 2010	$50,000
May 25, 2010	$75,000
June 25, 2010	$75,000
July 25, 2010	$75,000
August 25, 2010	$75,000
September 25, 2010	$75,000
October 25, 2010	$75,000
November 25, 2010	$75,000
December 25, 2010	$140,000

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EX-10

Exhibit 10.2

AMENDMENT NO.2 TO LINE OF CREDIT

AMENDMENT NO.2 (this “Amendment”) dated as of March 31, 2010 to REVOLVING LINE OF CREDIT (as amended, modified or supplemented prior to the date hereof, the “Line of Credit”) dated as of August 27, 2008, among ENVERSA COMPANIES LLC (the “Borrower”) and INTERNET UNIVERSITY, INC. (the “Lender”). All capitalized terms used but not defined herein shall have the same meanings herein as in the Line of Credit.

WHEREAS, the parties to the Line of Credit desire to amend the Line of Credit in order to, among other things, extend the maturity date of the Line of Credit and provide a schedule for payments thereunder all on the terms and subject to the conditions set forth herein.

WHEREAS, the Borrower has requested, and the Lender has agreed, to amend the Line of Credit as set forth below.

NOW, THEREFORE, in consideration of the premises and mutual covenants and obligations hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, Comerworld Corporation (the “Parent”) and the Lender, intending to be legally bound, hereby agree as follows:

The parties hereto agree that the following Schedule A to the Line of Credit shall be removed in its entirety and replaced with Schedule A as attached hereto. Interest payments and all other terms remainas stated in the original agreement.

BORROWER:

ENVERSA COMPANIES, LLC

/s/ Scott N. Beck

Name: Scott N. Beck

Title: Chief Executive Officer

PARENT:

CORNERWORLD CORPORATION

/s/ Scott N. Beck

Name: Scott N. Beck

Title: Chief Executive Officer

LENDER:

INTERNET UNIVERSITY, INC.

/s/ Marc Blumberg

Name: Marc Blumberg

Title: Senior Vice President

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Schedule A to Line of Credit:

Scheduled Payment Date	Amount
April 15, 2009	$15,000
May 1, 2009	$15,000
June 1, 2009	$15,000
July 1, 2009	$15,000
August 1, 2009	$15,000
September 1, 2009	$15,000
October 1, 2009	$15,000
November 1, 2009	$30,000
March 31, 2010	$25,000
April 30, 2010	$25,000
May 31, 2010	$25,000
June 30, 2010	$25,000
July 31, 2010	$25,000
August 31, 2010	$25,000
September 30, 2010	$25,000
October 31, 2010	$25,000
November 30, 2010	$25,000
December 31, 2010	$40,000

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EX-10

Exhibit 10.3

AMENDMENT NO. 1 TO PROMISSORY NOTE

AMENDMENT NO. 1 TO PROMISSORY NOTE (the "NOTE"), dated as of March 31, 2010 (this “Amendment”), among CORNERWORLD CORPORATION, a Nevada corporation (the “Borrower”) and INTERNET UNIVERSITY, INC. (“Lender”).

WITNESSETH:

WHEREAS, on August 28, 2009, the Borrower and the Lender party thereto entered into the Promissory Note dated as of February 23, 2009 (as it may be amended from time to time, the “Promissory Note”).

WHEREAS, the Borrower has requested, and the Lender has agreed, to amend the Promissory Note as set forth below.

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter contained, and for other good and valuable consideration, notwithstanding any provisions of the Promissory Note to the contrary, the parties hereto hereby agree to amend and replace in its entirety ARTICLE I (a), as follows:

a) Principal on the Note will be paid according to Schedule A, as attached hereto.

/s/ Scott N. Beck

By: Scott N. Beck

CORNERWORLD CORPORATION

Its: Chief Executive Officer

/s/ Doug Levy

By: Doug Levy

INTERNET UNIVERSITY, INC.

Its: Chief Executive Officer

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Schedule A to Promissory Note:

Scheduled Payment Date	Amount
June 2, 2009	$31,147
March 31, 2010	$8,700
April 30, 2010	$8,700
May 31, 2010	$8,700
June 30, 2010	$8,700
July 31, 2010	$8,700
August 31, 2010	$8,700
September 30, 2010	$8,700
October 31, 2010	$8,700
November 30, 2010	$8,700
December 31, 2010	$8,700
March 31, 2011	$130,500
June 30, 2011	$130,500
September 30, 2011	$130,500
December 31, 2011	$130,500
March 31, 2012	$130,500
June 30, 2012	$130,500
September 30, 2012	$130,500
December 31, 2012	$273,353

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EX-10

Exhibit 10.4

AMENDMENT NO. 1 TO PROMISSORY NOTE

AMENDMENT NO. 1 TO PROMISSORY NOTE (the "NOTE"), dated as of March 31, 2010 (this “Amendment”), among CORNERWORLD CORPORATION, a Nevada corporation (the “Borrower”) and MARC BLUMBERG. (“Lender”).

WITNESSETH:

WHEREAS, on August 28, 2009, the Borrower and the Lender party thereto entered into the Promissory Note dated as of February 23, 2009 (as it may be amended from time to time, the “Promissory Note”).

WHEREAS, the Borrower has requested, and the Lender has agreed, to amend the Promissory Note as set forth below.

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter contained, and for other good and valuable consideration, notwithstanding any provisions of the Promissory Note to the contrary, the parties hereto hereby agree to amend and replace in its entirety ARTICLE I (a), as follows:

a) Principal on the Note will be paid according to Schedule A, as attached hereto.

/s/ Scott N. Beck

By: Scott N. Beck

CORNERWORLD CORPORATION

Its: Chief Executive Officer

/s/ Marc Blumberg

By: Marc Blumberg

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Schedule A to Promissory Note:

Scheduled Payment Date	Amount
June 2, 2009	$3,580
March 31, 2010	$1,000
April 30, 2010	$1,000
May 31, 2010	$1,000
June 30, 2010	$1,000
July 31, 2010	$1,000
August 31, 2010	$1,000
September 30, 2010	$1,000
October 31, 2010	$1,000
November 30, 2010	$1,000
December 31, 2010	$1,000
March 31, 2011	$15,000
June 30, 2011	$15,000
September 30, 2011	$15,000
December 31, 2011	$15,000
March 31, 2012	$15,000
June 30, 2012	$15,000
September 30, 2012	$15,000
December 31, 2012	$31,420

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EX-10

Exhibit 10.5

AMENDMENT NO. 1 TO PROMISSORY NOTE

AMENDMENT NO. 1 TO PROMISSORY NOTE (the "NOTE"), dated as of March 31, 2010 (this “Amendment”), among CORNERWORLD CORPORATION, a Nevada corporation (the “Borrower”) and MARC PICKREN (“Lender”).

WITNESSETH:

WHEREAS, on August 28, 2009, the Borrower and the Lender party thereto entered into the Promissory Note dated as of February 23, 2009 (as it may be amended from time to time, the “Promissory Note”).

WHEREAS, the Borrower has requested, and the Lender has agreed, to amend the Promissory Note as set forth below.

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter contained, and for other good and valuable consideration, notwithstanding any provisions of the Promissory Note to the contrary, the parties hereto hereby agree to amend and replace in its entirety ARTICLE I (a), as follows:

a) Principal on the Note will be paid according to Schedule A, as attached hereto.

/s/ Scott N. Beck

By: Scott N. Beck

CORNERWORLD CORPORATION

Its: Chief Executive Officer

/s/ Marc Pickren

By: Marc Pickren

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Schedule A to Promissory Note:

Scheduled Payment Date	Amount
June 2, 2009	$1,074
March 31, 2010	$300
April 30, 2010	$300
May 31, 2010	$300
June 30, 2010	$300
July 31, 2010	$300
August 31, 2010	$300
September 30, 2010	$300
October 31, 2010	$300
November 30, 2010	$300
December 31, 2010	$300
March 31, 2011	$4,500
June 30, 2011	$4,500
September 30, 2011	$4,500
December 31, 2011	$4,500
March 31, 2012	$4,500
June 30, 2012	$4,500
September 30, 2012	$4,500
December 31, 2012	$9,426

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EX-99

Exhibit 99.1

DALLAS, TEXAS April 6, 2010 — CornerWorld Corporation [OTCBB: CWRL] (“CornerWorld” or the “Company”) CEO Scott Beck issued a letter to shareholders, investors and other interested parties today, providing an update on the Company’s progress. The letter reads as follows:

To our Shareholders, Investors and other interested parties:

Now a quarter of the way into 2010, CornerWorld and its wholly owned subsidiaries, the Enversa Companies, LLC (“Enversa”) and Woodland Holdings Corporation (“Woodland”) which includes RANGER Wireless Solutions, LLC (“RANGER”) continue to build and expand the marketing and technology services in the portfolio. To this end, I would like to highlight the following achievements from our organization.

CornerWorld to Attend CTIA, RCA Conferences

Beginning in March, CornerWorld staff will hit the convention circuit on behalf of 611 Roaming Service, Enversa marketing services and other proprietary technology applications. This follows our successful February participation in LeadsCon 2010 where we hosted a booth at the largest convention of US based lead generation firms. Later this month, CornerWorld will be traveling to Las Vegas to attend CTIA Wireless 2010, the annual convention for one of the nation’s biggest wireless associations. In April, we return to Las Vegas with a booth at the Rural Cellular Association’s (RCA) 18^th Annual Convention and Exhibition. If you are attending either of these conferences, look for our staff and learn more about our latest innovations.

Dial611 Campaign Hits Newspapers Nationwide

Every day, tens of thousands of cell phone users across North America use 611 Roaming Service to quickly and easily call their wireless carrier’s customer care department. Despite this widespread usage, many subscribers still do not know about this free service available to them. Since the acquisition of 611 Roaming Service in 2009, CornerWorld has been dedicated to more aggressively marketing 611 to wireless subscribers. Starting in February, a new campaign for Dial611, the end user moniker for 611 Roaming Service, began across the United States. The print and radio campaign aims to educate consumers on how 611 is the easiest way to contact your carrier to pay your bill, resolve technical issues and answer service related questions. The campaign aligns with the re-launch of Dial611.com, which was highlighted in last month’s newsletter.

Finance and Administration Update

On March 17, 2010, CornerWorld filed its 10-Q for the period ending January 31, 2010. Notwithstanding the challenges surrounding the recent centralization of our accounting, finance and human resources personnel, the Company successfully met all its financial and reporting obligations. Centralization of these key administrative functions is critical to our goal of building a scalable infrastructure that facilitates our continued growth.

On March 31, 2010, the Company amended its various facilities with Internet University, LLC, IU Investments, LLC, Marc Blumberg, a member of the Company’s Board of Directors, and Marc Pickren, the President of Enversa Companies. Specifics as to these transactions have been included with the Company’s March 31, 2010 filing made on Form 8-K

RANGER Wireless Releases February and March 2010 Traffic Data

For the months of February and March 2010, RANGER announced that 870,512 and 961,999 calls were handled pursuant to our 611 Roaming Service patent, respectively. Year to date, RANGER has processed 2,809,746 calls. For the fourth month in a row, the highest call volumes in March originated from Pennsylvania, Georgia, Texas, New York and California. The highest volumes of traffic occurred between 4:00 to 5:00 pm EST, with Fridays tracking the highest volumes. The highest, single day volume occurred on Monday March 1, 2010 with 36,715 calls.

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As previously disclosed, there is pending litigation between the Company and Ned Timmer. A trial date has been set for March 28, 2011. The Court has appointed a Special Master to oversee any disputes prior to trial. The Company is scheduled to meet with the Special Master later this month.

At CornerWorld, we continue to believe that 2010 is on pace to be another exciting year thanks to the hard work of our employees. We look forward to sharing more exciting news with you in the months to come.

Sincerely,

Scott N. Beck

Chairman of the Board and Chief Executive Officer

About CornerWorld Corporation

CornerWorld Corporation is a marketing and technology services company creating opportunities from the increased accessibility of content across mobile, television and internet platforms. A key asset is the patented 611 Roaming Service™ from RANGER Wireless Solutions^®, which generates revenue by processing calls from roaming wireless customers and seamlessly transferring them to their service provider. CornerWorld has offices in Dallas, Texas, Holland, Michigan and New York, New York.

CornerWorld trades as an Over the Counter Bulletin Board stock under the ticker CWRL. More information regarding CornerWorld is available to investors via the Investor Relations page of the company’s web site at www.cornerworld.com.

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