Attached files
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EX-32.2 - CERTIFICATE - Cornerworld Corp | kl12025_ex32-2.htm |
EX-10.3 - WARRANT - Cornerworld Corp | kl12025_ex10-3.htm |
EX-10.2 - WARRANT - Cornerworld Corp | kl12025_ex10-2.htm |
EX-31.2 - CERTIFICATE - Cornerworld Corp | kl12025_ex31-2.htm |
EX-31.1 - CERTIFICATE - Cornerworld Corp | kl12025_ex31-1.htm |
EX-10.1 - EMPLOYMENT AGREEMENT - Cornerworld Corp | kl12025_ex10-1.htm |
EX-10.4 - WARRANT - Cornerworld Corp | kl12025_ex10-4.htm |
EX-32.1 - CERTIFICATE - Cornerworld Corp | kl12025_ex32-1.htm |
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
R
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
|
For
the Quarterly Period Ended October 31, 2009
|
|
£
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
|
For
the transition period
from to
|
Commission
File Number: 333-128614
CORNERWORLD
CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada 98-0441869
(State
of
incorporation) (I.R.S.
Employer Identification No.)
12404
Park Central Drive, Suite 400
Dallas,
Texas 75251
(Address
of principal executive offices)
(214)
224-1081
(Issuer's
telephone number including area code)
Indicate
by check mark whether the registrant: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X
No __
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation ST (section 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
Yes
__ No __
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company. See definition of “large accelerated filer” and “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. Large accelerated filer __ Accelerated filer __
Non-accelerated filer __ Smaller reporting company X
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes __ No X
The
number of shares outstanding of the registrant’s common stock, $0.001 par value
per share, as of December 14, 2009 was 95,768,317.
CORNERWORLD
CORPORATION
INDEX
Item Number
|
|
Page
|
|
PART I.
FINANCIAL INFORMATION
|
|||
1
|
Financial
Statements (Unaudited):
|
||
Condensed
Consolidated Balance Sheets as of October 31, 2009 and April 30,
2009
|
1 | ||
Condensed
Consolidated Statements of Operations for the Three and Six Month Periods
Ended October 31, 2009 and 2008
|
2 | ||
Condensed
Consolidated Statements of Stockholders’ Equity for the Six Months Ended
October 31, 2009
|
3 | ||
Condensed
Consolidated Statements of Cash Flows for the Six Month Periods Ended
October 31, 2009 and 2008
|
4 | ||
Notes
to Condensed Consolidated Financial Statements
|
5 | ||
2
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
17 | |
3
|
Quantitative
and Qualitative Disclosure about Market Risk
|
22 | |
4T
|
Controls
and Procedures
|
22 | |
PART II.
OTHER INFORMATION
1 |
Legal
Proceedings
|
23 | |
2 |
Unregistered
Sales of Equity Securities and Use of Proceeds
|
23 | |
3 |
Defaults
Upon Senior Securities
|
23 | |
4 |
Submission
of Matters to a Vote of Security Holders
|
23 | |
5 |
Other
Information
|
23 | |
6 |
Exhibits
|
24 | |
Signatures
|
25 | ||
|
PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements
CornerWorld
Corporation
Condensed
Consolidated Balance Sheets
October
31, 2009
|
April
30, 2009
|
||||||
Assets
|
(unaudited)
|
(audited)
|
|||||
Current
assets:
|
|||||||
Cash
|
$ | 618,446 | $ | 601,743 | |||
Accounts
receivable, net
|
1,833,639 | 1,688,211 | |||||
Prepaid
expenses and other current assets
|
275,475 | 705,230 | |||||
Total
current assets
|
2,727,560 | 2,995,184 | |||||
Property
and equipment, net
|
1,262,960 | 1,545,451 | |||||
Goodwill
|
1,760,687 | 1,641,749 | |||||
Patent
|
9,866,240 | 10,645,154 | |||||
Intangibles,
net
|
611,108 | 777,776 | |||||
Other
assets
|
89,725 | 21,781 | |||||
TOTAL
ASSETS
|
$ | 16,318,280 | $ | 17,627,095 | |||
Liabilities
and Stockholders’ Equity (Deficit)
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable
|
$ | 2,307,090 | $ | 2,598,727 | |||
Accrued
expenses
|
668,749 | 235,005 | |||||
Line
of credit
|
295,000 | 385,000 | |||||
Notes
payable, current portion
|
— | 30,000 | |||||
Notes
payable related parties, current portion
|
1,200,000 | 2,113,333 | |||||
Deferred
revenue
|
463,300 | 235,000 | |||||
Other
current liabilities
|
1,008,133 | 1,488,406 | |||||
Total
current liabilities
|
5,942,272 | 7,085,471 | |||||
Long-term
liabilities:
|
|||||||
Notes
payable related parties, net of current portion
|
8,410,765 | 8,500,000 | |||||
Other
liabilities
|
2,025,000 | 2,025,000 | |||||
Total
liabilities
|
16,378,037 | 17,610,471 | |||||
Commitments
and Contingencies (Notes 5,6,7 and 9)
|
|||||||
Stockholders’
equity (deficit):
|
|||||||
Preferred
stock, $0.001 par value, 10,000,000 shares authorized; no shares issued
and outstanding
|
— | — | |||||
Common
stock, $0.001 par value, 250,000,000 shares authorized; 95,768,317 and
64,318,317 shares issued
and
outstanding, at October 31, 2009 and April 30, 2009,
respectively
|
95,768 | 64,318 | |||||
Additional
paid-in capital
|
7,638,217 | 7,519,968 | |||||
Retained
earnings (accumulated deficit)
|
(7,793,742 | ) | (7,567,662 | ) | |||
Total
stockholders’ equity (deficit)
|
(59,757 | ) | 16,624 | ||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
$ | 16, 318,280 | $ | 17,627,095 |
See
Notes to Condensed Consolidated Financial Statements.
1
CornerWorld
Corporation
Condensed
Consolidated Statements of Operations
(unaudited)
For
the Three Months
Ended
October 31,
|
For
the Six Months
Ended
October 31,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Sales,
net
|
$ | 3,010,724 | $ | 613,850 | $ | 5,873,288 | $ | 613,850 | ||||||||
Costs
of goods sold
|
732,972 | 321,164 | 1,589,593 | 321,164 | ||||||||||||
Gross
profit
|
2,277,752 | 292,686 | 4,283,695 | 292,686 | ||||||||||||
Expenses:
|
||||||||||||||||
Selling,
general and administrative expenses
|
1,173,324 | 459,929 | 2,235,322 | 549,963 | ||||||||||||
Depreciation
and amortization
|
624,652 | 84,398 | 1,273,657 | 109,924 | ||||||||||||
Total
Operating expenses
|
1,797,976 | 544,327 | 3,508,979 | 659,887 | ||||||||||||
Operating
income (loss)
|
479,776 | (251,641 | ) | 774,716 | (367,201 | ) | ||||||||||
Other
income (expense), net:
|
||||||||||||||||
Interest
expense
|
(371,281 | ) | (27,235 | ) | (990,443 | ) | (29,711 | ) | ||||||||
Other
income (expense), net
|
(20 | ) | 8,277 | (10,353 | ) | 18,742 | ||||||||||
Total
other expense, net
|
(371,301 | ) | (18,958 | ) | (1,000,796 | ) | (10,969 | ) | ||||||||
Income
(loss) before income taxes
|
108,475 | (270,599 | ) | (226,080 | ) | (378,170 | ) | |||||||||
Income
taxes
|
— | — | — | — | ||||||||||||
Net
income (loss)
|
$ | 108,475 | $ | (270,599 | ) | $ | (226,080 | ) | $ | (378,170 | ) | |||||
Basic
and diluted loss per share
|
$ | 0.00 | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||||
Basic
and diluted weighted average number shares
outstanding
|
95,768,317 | 45,911,795 | 81,410,708 | 52,205,274 |
See
Notes to Condensed Consolidated Financial Statements.
2
CornerWorld
Corporation
Condensed
Consolidated Statements of Stockholders’ Equity (Deficit)
(unaudited)
Common
Shares
|
|
|
|
|||||||||||||||||
Shares
|
Amount
|
Additional
Paid-in Capital |
Accumulated Deficit |
Total
Stockholders’ Equity |
||||||||||||||||
Balance,
April 30, 2009
|
64,318,317 | $ | 64,318 | $ | 7,519,968 | $ | (7,567,662 | ) | $ | 16,624 | ||||||||||
Exercise
of warrants associated with Woodland acquisition
|
31,450,000 | 31,450 | (31,350 | ) | — | 100 | ||||||||||||||
Stock-based
compensation expense
|
— | — | 149,599 | — | 149,599 | |||||||||||||||
Net
loss
|
— | — | — | (226,080 | ) | (226,080 | ) | |||||||||||||
Balance,
October 31, 2009
|
95,768,317 | $ | 95,768 | $ | 7,638,217 | $ | (7,793,742 | ) | $ | (59,757 | ) |
See
Notes to Condensed Consolidated Financial Statements.
3
CornerWorld
Corporation
Condensed
Consolidated Statements of Cash Flows
(unaudited)
For the Six Months ended October 31, | ||||||||
2009
|
2008
|
|||||||
Cash
Flows from Operating Activities
|
||||||||
Net
income (loss)
|
$ | (226,080 | ) | $ | (378,170 | ) | ||
Adjustments
to reconcile net loss to net cash used in operating
activities
|
||||||||
Depreciation
and amortization
|
1,273,657 | 109,924 | ||||||
Provision
for doubtful accounts
|
30,000 | — | ||||||
Stock-based
compensation
|
149,599 | 118,889 | ||||||
Changes
in operating assets and liabilities, net of acquisitions and
divestitures:
|
||||||||
Accounts
receivable
|
(175,428 | ) | 12,291 | |||||
Prepaid
expenses and other current assets
|
426,103 | (4,657 | ) | |||||
Goodwill
|
(118,938 | ) | — | |||||
Other
assets
|
(64,292 | ) | — | |||||
Accounts
payable
|
(291,637 | ) | 241,994 | |||||
Accrued
expenses
|
433,744 | 82,642 | ||||||
Deferred
revenue
|
228,300 | — | ||||||
Other
liabilities
|
(480,273 | ) | — | |||||
Net
cash provided by (used in) operating activities
|
1,184,755 | 182,913 | ||||||
Cash
Flows from Investing Activities
|
||||||||
Purchases
of property and equipment
|
(45,584 | ) | (9,000 | ) | ||||
Net
cash used in investing activities
|
(45,584 | ) | (9,000 | ) | ||||
Cash
Flows from Financing Activities
|
||||||||
Proceeds
from notes payable
|
— | 20,000 | ||||||
Proceeds
from exercise of warrants
|
100 | — | ||||||
Principal
payments on related party notes payable
|
(1,002,568 | ) | — | |||||
Payments
on related party line of credit
|
(90,000 | ) | — | |||||
Principal
payments on debt
|
(30,000 | ) | — | |||||
Net
cash provided by financing activities
|
(1,122,468 | ) | 20,000 | |||||
Net
increase (decrease) in cash
|
16,703 | 193,913 | ||||||
Cash
at beginning of period
|
601,743 | 45,164 | ||||||
Cash
at end of period
|
$ | 618,446 | $ | 239,077 | ||||
Cash
paid for:
|
||||||||
Interest
|
$ | 659,733 | $ | — | ||||
Income
taxes
|
$ | — | $ | — |
See
Notes to Condensed Consolidated Financial Statements.
4
CornerWorld
Corporation
Notes
to Condensed Consolidated Financial Statements
October
31, 2009
(unaudited)
1.
Basis of Presentation
Interim
Unaudited Condensed Consolidated Financial Statements
The
unaudited interim condensed consolidated financial statements as of October 31,
2009 and for the three and six month periods ended October 31, 2009 and 2008
contained in this Quarterly Report (collectively, the Unaudited Interim
Condensed Consolidated Financial Statements) were prepared in accordance with
accounting principles generally accepted in the United States (U.S. GAAP) for
all periods presented. The results of operations
for the three and six month periods ended October 31, 2009 are not necessarily
indicative of the results that may be expected for the entire fiscal
year.
The accompanying unaudited
interim condensed consolidated financial statements have been prepared in
accordance with the regulations for interim financial information of the
Securities and Exchange Commission (the “SEC”). Accordingly, they do
not include all of the disclosures required by U.S. GAAP for complete financial
statements. In the opinion of management, the unaudited
accompanying statements of financial condition and related interim statements of
operations, cash flows, and stockholders’ equity include all adjustments (which
consist only of normal and recurring adjustments) considered necessary for a
fair presentation in conformity with U.S. GAAP. These
Unaudited Interim Condensed Consolidated Financial Statements should be read in
conjunction with the CornerWorld Corporation consolidated financial statements
as of and for the year ended April 30, 2009, as filed with the SEC on Form 10-K,
and the unaudited interim condensed consolidated financial statements as of and
for the period ended July 31, 2009, as filed with the SEC on Form
10-Q.
Organization
CornerWorld
Corporation (the “Company”, “CornerWorld”, “we”, “our” or “us”) was incorporated
in the State of Nevada, on November 9, 2004 as Olympic Weddings International,
Inc.. Effective May 1, 2007, we changed our name to CornerWorld
Corporation. The Company’s year end is April 30th.
The
Company entered into a Share Exchange Agreement and Plan of Merger (the
“Agreement”) with Enversa Companies LLC, a Texas limited liability company
(“Enversa”), Leadstream LLC, a Texas limited liability company (“Leadstream”),
and the holders of the membership interests of Leadstream on August 27, 2008.
Pursuant to the Agreement, on August 27, 2008, Leadstream merged with and into
Enversa (the “Merger”), of which CornerWorld is the sole member. Enversa was the
surviving company in the merger and, as such, acquired all right, title and
interest in and to all real estate and other property of Leadstream and became
responsible for all liabilities and obligations of Leadstream and
Enversa. Until the Merger on August 27, 2008, the Company was in the
development stage and had not realized any revenues from its
operations. See also Note 3, Acquisitions, for more
detail.
Enversa
is a technology-oriented direct response marketing company. Using its
proprietary technology, Enversa identifies qualified leads for advertisers
thereby connecting them with potential consumers. Enversa utilizes a
pay-for-performance pricing model which is very appealing to clients because it
insures that they are billed solely for campaign performance.
5
CornerWorld
Corporation
Notes
to the Unaudited Condensed Consolidated Financial Statements --
(Continued)
Enversa
is a subsidiary of CornerWorld and is a marketing communications provider.
Enversa offers a full menu of services for brand and direct response customer
acquisition campaigns, including media buying and planning for online and mobile
media. It provides customer relationship marketing and interactive services, as
well as customer data collection and analysis tools used for planning and
targeting client marketing efforts across a network of partner, representative
and owned content sites, including CornerWorld.com. Moreover, Enversa operates
several ad networks and a proprietary request for proposal (RFP) technology that
highlights promotional offers from a variety of corporate clients. Enversa uses
an established media auction technology to deliver significantly more inventory
than current market rates. Enversa effectively enables media properties to
compete against each other, empowering advertisers to extend their marketing
budgets beyond typical marketplace levels through fair and free market
competition.
On
February 23, 2009, CornerWorld completed its acquisition (the “Woodland
Acquisition”) of all of the issued and outstanding equity interests of each of
Woodland Wireless Solutions, Ltd. (“Woodland Wireless”), West Michigan
Co-Location Services, L.L.C. (“WMCLS”) and T2 TV, L.L.C. (“T2 TV”), and forty
voting member units of S Squared, LLC, doing business in the state of Michigan
as “Ranger Wireless LLC” (“Ranger”), through its newly-formed wholly-owned
subsidiary, Woodland Holdings Corp. (“Woodland Holdings”), pursuant to the terms
of a Stock Purchase Agreement, dated February 23, 2009 (the “Effective Date”),
by and among Woodland Holdings, CornerWorld, Ned B. Timmer and HCC Foundation
(“HCC Foundation”). Immediately following the Woodland Acquisition, the forty
voting member units of Ranger that were purchased by Woodland Holdings were
contributed to Woodland Wireless and all other issued and outstanding voting
member units of Ranger remained held by Woodland Wireless.
As a
result, Ranger became a wholly-owned subsidiary of Woodland Wireless. In
addition, pursuant to a Unit Purchase Agreement (the “Unit Purchase Agreement”)
entered into on the Effective Date among Woodland Holdings, Phone Services and
More, L.L.C., doing business as Visitatel (“Visitatel”), T2 Communications,
L.L.C. (“T2 Communications”) and Ned B. Timmer, Woodland Holdings agreed to
purchase all of the outstanding voting member units of each of Visitatel and T2
Communications, for an aggregate purchase price of $300,000. Final consummation
of the transactions contemplated by the Unit Purchase Agreement remains subject
to certain regulatory approvals.
Woodland
Wireless, Ranger, WMCLS and Visitatel are collectively referred to herein as the
“Ranger Wireless Group”. T2 Communications and T2 TV are collectively referred
to herein as the “T2 Group”. See also Note 3, Acquisitions, for
more detail.
RANGER®
is a shortcode application service provider to the wireless industry. The core
service offered is 611 Roaming Service™, a patented application providing
seamless means for connecting wireless subscribers to their home provider,
customer service call center while roaming on another provider’s
network. Calls are sent to RANGER® for treatment from nearly 40
wireless providers throughout North America. On an annual basis, RANGER®
processes approximately 14 million calls with an infrastructure capable of
handling millions more. RANGER® also manages an online portal which
allows carriers access to their monthly statements and reporting on call volume
to and from their company.
As a
provider of Internet Protocol Television (IPTV), Internet and VoIP services, T²
Communications delivers leading-edge technology to residential and business
customers in Michigan. Offerings include: phone lines, Internet connections, 275
all-digital television stations, colocation, long distance and toll-free
services. T² Communications is a Competitive Local Exchange Carrier
(CLEC) that manages its own Fiber to the Premise (FTTP) network with a 10
gigabit backbone and up to 1 gigabit per second connections to end
users.
Visitatel
holds an FCC 214 License as a wholesale long distance service provider to the
carrier community and large commercial users of transport
minutes. Serving service providers, WMCLS offers telecommunications
equipment storage and leasing.
Principles
of Consolidation
The
accompanying consolidated financial statements include the accounts of
CornerWorld and its wholly owned subsidiaries and joint ventures. All
significant intercompany transactions and balances have been eliminated in
consolidation.
6
CornerWorld
Corporation
Notes
to the Unaudited Condensed Consolidated Financial Statements --
(Continued)
2. Summary
of Significant Accounting Policies
This
summary of significant accounting policies is presented to assist in
understanding the Company’s condensed consolidated financial statements. The
condensed consolidated financial statements and notes are representations of the
Company’s management who is responsible for their integrity and objectivity.
These accounting policies conform to generally accepted accounting principles
(“GAAP”) 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.
In
June, 2009, Financial Accounting Standards Board (the “FASB) established
the FASB Accounting Standards Codification (“ASC”) as the single source of
authoritative US GAAP. The ASC is a new structure which took existing accounting
pronouncements and organized them by accounting topic. Relevant authoritative
literature issued by the SEC and select SEC staff interpretations and
administrative literature was also included in the ASC. All other accounting
guidance not included in the ASC is non-authoritative. The ASC is effective for
interim and annual reporting periods ending after September 15, 2009. The
adoption of the ASC did not have an impact on the Company’s consolidated
financial position, results of operations or cash flows.
Use
of Estimates
The
preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of the contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Significant estimates made by management
include, among others, the realizability of accounts receivable, recoverability
of property and equipment, intangibles and goodwill and valuation of stock-based
compensation and deferred tax assets. Actual results could differ
from these estimates.
Fair Value of Financial
Instruments
Financial
Accounting Standards Board (“FASB”) issued Statement of Financial Accounting
Standards No. 107 (“SFAS No. 107”), “Disclosures about Fair Value of Financial
Instruments.” SFAS No. 107 requires disclosure of fair value information about
financial instruments when it is practicable to estimate that value. The
carrying amount of the Company’s cash and cash equivalents, accounts receivable,
accounts receivable-related party, accounts payable, accounts payable-related
party, accrued liabilities, and notes payable approximate their estimated fair
values due to their short-term maturities.
Unless
otherwise noted, it is management’s opinion that the Company is not exposed to
significant interest, currency or credit risks arising from these financial
statements.
Organizational
and Start-up Costs
|
|
Until
August 27, 2008, CornerWorld was in the development stage. Costs of start-up
activities, including organization costs, were expensed as incurred in
accordance with SOP 98-5.
Revenue
Recognition
The
Company recognizes revenue in accordance with Staff Accounting Bulletin (“SAB”)
No. 101, “Revenue Recognition in Financial Statements,” as revised by SAB 104.
As such, the Company recognizes revenue when persuasive evidence of an
arrangement exists, title transfer has occurred, the price is fixed or readily
determinable and collectibility is probable. Sales are recorded net of sales
discounts.
At
Enversa, revenue is recognized along with the related cost of revenue as leads
are delivered. Provisions for discounts and rebates to customers, estimated
returns and allowances, and other adjustments are provided for in the same
period the related sales are recorded. Amounts billed to clients in advance of
delivery of leads are classified under current liabilities as deferred
revenue.
For
Woodland, the majority of revenue is derived from month-to-month, bundled
service contracts for the phone, television and internet services used by each
customer. Revenue is recognized as the services are provided.
7
CornerWorld
Corporation
Notes
to the Unaudited Condensed Consolidated Financial Statements --
(Continued)
Income
Taxes
The
Company accounts for income tax in accordance with the Statement of Financial
Accounting Standards No. 109 (“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.
Long-Lived
Assets
The
Company accounts for its long-lived assets in accordance with Statement of Financial
Accounting Standards No. 144, “Accounting for the
Impairment or Disposal of Long-Lived Assets”. The Company’s primary
long-lived assets are website development costs, Goodwill, a patent,
identifiable intangible assets and property and equipment. 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. Management does not believe the Goodwill,
patent and identifiable intangible assets associated with its recent
acquisitions are impaired. No impairment charges have
been recorded as of October 31, 2009.
Stock-Based
Compensation
The
Company accounts for awards made under its two stock-based compensation plans
pursuant to the fair value provisions of Statement of Financial Accounting
Standards No. 123(R) (“SFAS No. 123R”) Share-Based Payment. SFAS No. 123R
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. 123R 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.
123R and estimates its fair value based on using the Black-Scholes option
pricing model.
The
Company’s determination of fair value of share-based payment awards is made as
of their respective dates of grant using that option pricing model and is
affected by the Company’s stock price as well as a number of subjective
assumptions. These variables include, but are not limited to, the Company’s
expected stock price volatility over the term of the awards and actual and
projected employee stock option exercise behavior. The expected term of options
granted is derived from historical data on employee exercises and post-vesting
employment termination behavior. The risk-free rate selected to value any
particular grant is based on the U.S. Treasury rate that corresponds to the
pricing term of the grant effective as of the date of the grant. The expected
volatility is based on the historical volatility of the Company’s stock price.
These factors could change in the future, affecting the determination of
stock-based compensation expense in future periods. The Black-Scholes option
pricing model was developed for use in estimating the value of traded options
that have no vesting or hedging restrictions and are fully transferable. Because
the Company’s options have certain characteristics that are significantly
different from traded options, the existing valuation models may not provide an
accurate measure of the fair value of the Company’s options. Although the fair
value of the Company’s options is determined in accordance with SFAS No. 123R
using an option-pricing model, that value may not be indicative of the fair
value observed in a willing buyer/willing seller market transaction. The
calculated compensation cost is recognized on a straight-line basis over the
vesting period of the options. See also Note 7 Stock Based
Compensation, for more details.
Recent
Accounting Pronouncements
There
were various accounting standards and interpretations issued during 2009 and
2008, none of which are expected to have a material impact on the Company’s
consolidated financial position, operations, or cash flows.
Reclassifications
Certain
prior year accounts have been reclassified to conform to the current year’s
presentation.
8
CornerWorld
Corporation
Notes
to the Unaudited Condensed Consolidated Financial Statements --
(Continued)
3.
Acquisitions
Acquisition
of Leadstream
On August
27, 2008, Leadstream LLC merged with and into Enversa. The results of
Leadstream’s operations have been included in the consolidated financial
statements since that date. This business combination was accounted
for as a purchase of Leadstream by CornerWorld in accordance with Statement of
Financial Accounting Standards No. 141R (“SFAS No. 141R”), Business
Combinations. The aggregate purchase price was $1,662,000 which was comprised of
$1,500,000 in promissory notes, and 3,600,000 shares of common stock valued at
$162,000. Because the Company’s common stock is so thinly traded, the value of
the 3,600,000 common shares issued was determined based on the Company’s
estimated enterprise value as of August 27, 2008.
The
following table summarizes the carrying values of the assets acquired and
liabilities assumed at the date of acquisition.
At August 27, 2008
|
||||
Current
assets
|
$ | 724,704 | ||
Property,
plant and equipment
|
25,698 | |||
Intangible
assets
|
1,000,000 | |||
Total
assets acquired
|
1,750,402 | |||
Total
liabilities assumed
|
643,388 | |||
Net
assets acquired
|
$ | 1,107,014 |
The
$1,000,000 of intangible assets relates to customer lists that have an expected
useful life of three years. The excess of the purchase price over the tangible
net assets and identifiable intangible assets was allocated to Goodwill.
Accordingly, the Company recorded $554,987 in Goodwill as a result of the
Enversa acquisition.
Woodland
Acquisition
On
February 23, 2009, CornerWorld completed the Woodland Acquisition. The results
of Woodland’s operations have been included in the consolidated financial
statements since that date. This business combination was accounted
for as a purchase in accordance with SFAS No. 141R. The aggregate purchase price
was $13,696,300 which was comprised of $1,900,000 in cash, a $3,100,000 Secured
Debenture, a $4,200,000 Purchase Money Note, an earn-out of $2,700,000, $300,000
in payables subject to obtaining certain regulatory approvals, $1,383,800 for
warrants to purchase 31,450,000 shares of the Company’s common stock and
2,500,000 shares of the Company’s common stock valued at $112,500. In
addition, the Company capitalized fees totaling $513,000 associated with the
issuance of the debt raised to pay the $1,900,000 cash consideration to the
Woodland seller. Due to the fact that the Company’s common stock is
so thinly traded, the value of the common shares and warrants issued was
determined based on the Company’s estimated enterprise value as of February 23,
2009.
The
following table summarizes the carrying values of the assets acquired and
liabilities assumed at the date of acquisition.
At February 23, 2009
|
||||
Current
assets
|
$ | 882,647 | ||
Property,
plant and equipment
|
1,492, 356 | |||
Intangible
assets
|
10,904,792 | |||
Total
assets acquired
|
13,279,795 | |||
Total
liabilities assumed
|
670,258 | |||
Net
assets acquired
|
$ | 12,609,537 |
The
$10,904,792 patent is being amortized over its expected useful life of seven
years. The excess of the purchase price over the tangible net
assets and identifiable intangible assets was allocated to Goodwill.
Accordingly, the Company recorded $1,086,763 in Goodwill as a result of the
Woodland acquisition. In accordance with the Stock Purchase
Agreement, during the six months ended October 31, 2009, the Company adjusted
the purchase price by recording an additional $118,938 of Goodwill which was in
the form of the return of acquisition date cash to Woodland’s previous
owner. The Woodland purchase price is expected to be finalized after
the Company completes its assessment of the fair values of the fixed assets
acquired in this acquisition.
9
CornerWorld
Corporation
Notes
to the Unaudited Condensed Consolidated Financial Statements --
(Continued)
Pro
Forma Summary Financial Data
The
following un-audited condensed pro forma summary financial data for the three
and six month periods ended October 31, 2009 presents our pro forma condensed
financial information as if we had completed the acquisitions of Leadstream and
Enversa at the beginning of the prior fiscal year:
For
the Three Months
Ended
October 31, 2008
|
For
the Six Months
Ended
October 31, 2008
|
|||||||
Revenue
|
$ | 2,804,985 | $ | 5,242,447 | ||||
Income
from operations
|
555,192 | 1,201,463 | ||||||
Net
income
|
$ | 283,128 | $ | 428,626 | ||||
Basic
and diluted loss per share
|
$ | 0.00 | $ | 0.00 | ||||
Weighted
average shares outstanding
|
95,768,317 | 95,768,317 |
4.
Intangible Assets
Identifiable
intangibles acquired in connection with business acquisitions accounted for
under the purchase method are recorded at their respective fair values. The
Company is amortizing the identifiable intangibles over their estimated useful
lives, ranging from three to seven years. Intangibles consist of the
following:
|
October
31, 2009
|
April
30, 2009
|
Estimated
Useful
Life
(Years)
|
|||||||||
Patent
|
$ | 10,904,792 | $ | 10,904,792 | 7 | |||||||
Customer
list
|
1,000,000 | 1,000,000 | 3 | |||||||||
11,904,792 | 11,904,792 | |||||||||||
Accumulated
amortization
|
(1,427,444 | ) | (481,862 | ) | ||||||||
$ | 10,477,348 | $ | 11,422,930 |
Amortization
expense related to identifiable intangible assets totaled $473,317 and $0 for
the three month periods ended October 31, 2009 and 2008, respectively, and
$945,582 and $0 for the six month periods ended October 31, 2009 and 2008,
respectively.
10
CornerWorld
Corporation
Notes
to the Unaudited Condensed Consolidated Financial Statements --
(Continued)
5. Debt
October
31, 2009
|
April
30, 2009
|
|||||||
Line of Credit
|
||||||||
Revolving
line of credit with a related party up to $500,000 at an interest rate of
8% per annum.
Interest
payable monthly; line matures February 10, 2010. See also note
9, Related Party Transactions.
|
$ | 295,000 | $ | 385,000 | ||||
Long-term Debt
|
||||||||
Note
payable to Internet University; payments due quarterly based on the
achievement of certain cash flow
targets.
At
October 31 and April 30, 2009 the interest rate was 4.58%.
|
$ | 1,410,765 | $ | 1,500,000 | ||||
Note
payable to IU Investments, LLC, due March 15,
2010. At October 31 and April 30, 2009 the interest
rate
was
16.0%.
|
885,000 | 1,755,000 | ||||||
Purchase
Money Note Payable, due February 23, 2012. At
October 31 and April 30, 2009 the interest rate was
12.0%.
See also note 9, Related Party Transactions.
|
4,200,000 | 4,200,000 | ||||||
Secured
Debenture, due February 23, 2012. At October 31 and
April 30, 2009 the interest rate was 12.0%.
See
also note 9, Related Party Transactions.
|
3,100,000 | 3,100,000 | ||||||
Various
notes payable to related parties, due February 17,
2010. At October 31 and April 30, 2009 the interest
rate
was 16%. See also note 9, Related Party
Transactions.
|
15,000 | 58,333 | ||||||
Note
payable due February 17, 2010. At October 31 and
April 30, 2009 the interest rate was 10%.
|
— | 30,000 | ||||||
Total
debt
|
9,610,765 | 10,643,333 | ||||||
Less
current portion of long-term debt
|
(1,200,000 | ) | (2,143,333 | ) | ||||
Non-current
portion of long-term debt
|
$ | 8,410,765 | $ | 8,500,000 |
The notes
are collateralized by 100% of the assets of all companies and the notes
themselves are all cross-defaulted.
11
CornerWorld
Corporation
Notes
to the Unaudited Condensed Consolidated Financial Statements --
(Continued)
6.
Commitments and Contingencies
Woodland
Earnout
As
detailed in Note 1, on February 23, 2009, CornerWorld completed the Woodland
Acquisition. Among other consideration tendered, the Company accrued an earn-out
payable to Mr .Ned Timmer, the Woodland seller, totaling
$2,700,000. The earn-out was computed based on an estimated
$675,000 payable to Mr. Timmer annually over each of the next 4 fiscal years and
assumes Woodland achieves certain operating results. Actual payouts
could differ from this estimate.
T-2
Group Accrual
As
detailed in Note 1, on February 23, 2009, CornerWorld completed the Woodland
Acquisition. As part of the Unit Purchase Agreement, the
Company agreed to acquire certain operating assets and liabilities of the T-2
Group after receiving regulatory approval for the purchase of these
assets. The Company has accrued $300,000 pursuant to the Unit
Purchase Agreement for this contingency which remains outstanding pending
regulatory approval.
7.
Stock-Based Compensation
Incentive Stock
Plan
On August
17, 2007, the Company’s board of directors adopted and implemented the Company’s
2007 Incentive Stock Plan. Under the Incentive Stock Plan, the Company is
authorized to issue 4,000,000 shares of its common stock to the Company’s
directors, officers, employees, advisors or consultants.
Any
Incentive Stock Option granted to an employee of the Company shall become
exercisable over a period of no longer than 5 years, and no less than 20% of the
shares covered thereby shall become exercisable annually. 20% of shares vest
annually beginning on the first anniversary of the grant. The options expire 10
years from the grant date.
The
Company issued 250,000 stock options to their Chief Financial Officer during the
three months ended October 31, 2009 pursuant to this plan.
Stock Compensation
Plan
On August
17, 2007, the Company’s board of directors adopted and implemented the Company’s
2007 Stock Compensation Plan. The total number of shares of the Company’s common
stock which may be purchased or granted directly by Options, Stock Awards or
Warrants under the Compensation Plan shall not exceed 4,000,000 shares of the
Company’s common stock.
Awards
granted to a participant of the Company shall become exercisable over a period
of no longer than 5 years, and may vest as determined at the Company’s
discretion at the time of grant.
The
Company issued no stock options pursuant to this plan during the six months
ended October 31, 2009.
A summary
of the shares reserved for grant and awards available for grant under each Stock
Plan is as follows:
|
October 31, 2009
|
|||||||
Shares
Reserved for Grant
|
Awards
Available for Grant
|
|||||||
Incentive
Stock Plan
|
4,000,000 | 2,256,000 | ||||||
Stock
Compensation Plan
|
4,000,000 | 2,800,000 | ||||||
8,000,000 | 5,056,000 |
12
CornerWorld
Corporation
Notes
to the Unaudited Condensed Consolidated Financial Statements --
(Continued)
The
Company issues awards to employees, qualified consultants and directors that
generally vest over time based solely on continued employment or service during
the related vesting period and are exercisable over a five to ten year service
period. Options are generally granted with an exercise price equal to the market
price of the Company’s stock at the date of grant.
The fair
value of each stock-based award is estimated on the grant date using the
Black-Scholes option-pricing model. Expected volatilities are based on the
historical volatility of the Company’s stock price. The expected term of options
granted subsequent to the adoption of SFAS No. 123R is derived using the
simplified method as defined in the SEC’s SAB No. 107, Implementation of FASB
123R. The risk-free rate for periods within the contractual life of the option
is based on the U.S. Treasury interest rates in effect at the time of grant. The
fair value of options granted was estimated using the following weighted-average
assumptions:
For
the three month periods
Ended
October 31
|
For
the six month periods
Ended
October 31
|
|||||||||||||||
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Expected
term (in years)
|
5.0 | 5.0 | 5.0 | 5.0 | ||||||||||||
Expected
volatility
|
99.1 | % | 240.0 | % | 99.1 | % | 240.0 | % | ||||||||
Risk-free
interest rate
|
2.3 | % | 3.0 | % | 2.3 | % | 3.0 | % | ||||||||
Dividend
yield
|
0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % |
A summary
of activity under the Stock Plans and changes during the period ended October
31, 2009 is presented below:
|
|
Weighted-Average
|
|
|||||||||||||
Shares
|
Exercise
Price
|
Remaining
Contractual
Term (Years)
|
Aggregate
Intrinsic
Value
|
|||||||||||||
Outstanding
at May 1, 2009
|
2,694,000 | $ | 0.67 | 4.25 | $ | 0.00 | ||||||||||
Issued
|
250,000 | $ | 0.20 | 5.00 | $ | 0.00 | ||||||||||
Cancelled/forfeited
|
— | — | ||||||||||||||
Exercised
|
— | — | ||||||||||||||
Outstanding
at October 31, 2009
|
2,944,000 | $ | 0.63 | 3.85 | $ | 0.00 | ||||||||||
Options
vested and expected to vest*
|
679,157 | $ | 0.87 | 3.50 | $ | 0.00 | ||||||||||
Options
exercisable at end of period
|
679,157 | $ | 0.87 | 3.50 | $ | 0.00 |
|
*
Due to the Company’s limited operating history, no estimate for
forfeitures has been made in these financial statements as there has been
no turnover of employees to whom options were
granted.
|
For the
three month periods ended October 31, 2009 and 2008, the Company recognized
$74,614 and $89,769 of stock-based compensation expense, respectively, and for
the six month periods ended October 31, 2009 and 2008, the Company recognized
$149,599 and $118,889 of stock-based compensation expense,
respectively. As of October 31, 2009 there was $1,036,905 of
total unrecognized compensation cost, net of forfeitures, related to unvested
employee and director stock option compensation arrangements. That cost is
expected to be recognized on a straight-line basis over the next 3.85 weighted
average years.
13
CornerWorld
Corporation
Notes
to the Unaudited Condensed Consolidated Financial Statements --
(Continued)
8.
Business Segments
The
following table summarizes selected financial information for each operating
segment:
Three Months Ended October 31,
2009
|
Direct
Marketing Services
|
Communications
Services
|
Corporate
Overhead
|
Consolidated
|
||||||||||||
Revenue
|
$ | 1,041,913 | $ | 1,968,811 | $ | — | $ | 3,010,724 | ||||||||
Income
(loss) from continuing operations before tax
|
80,183 | 547,558 | (519,266 | ) | 108,475 | |||||||||||
Net
(loss) income
|
80,183 | 547,558 | (519,266 | ) | 108,475 | |||||||||||
Total
assets
|
1,999,807 | 13,669,084 | 649,389 | 16,318,280 | ||||||||||||
Intangibles
|
611,108 | 9,866,240 | — | 10,477,348 | ||||||||||||
Goodwill
|
— | 1,205,701 | 554,986 | 1,760,687 | ||||||||||||
Depreciation
and amortization
|
88,134 | 506,507 | 30,011 | 624,652 |
Three Months Ended October 31,
2008
|
Direct
Marketing Services
|
Communications
Services
|
Corporate
Overhead
|
Consolidated
|
||||||||||||
Revenue
|
$ | 613,850 | $ | — | $ | — | $ | 613,850 | ||||||||
Loss
from continuing operations before tax
|
(64,063 | ) | — | (206,536 | ) | (270,599 | ) | |||||||||
Net
(loss) income
|
(64,063 | ) | — | (206,536 | ) | (270,599 | ) | |||||||||
Total
assets
|
1,882,091 | — | 3,488,943 | 5,371,034 | ||||||||||||
Intangibles
|
944,444 | — | — | 944,444 | ||||||||||||
Goodwill
|
— | — | 3,236,986 | 3,236,986 | ||||||||||||
Depreciation
and amortization
|
57,956 | — | 26,442 | 84,398 |
Six Months Ended October 31,
2009
|
Direct
Marketing Services
|
Communications
Services
|
Corporate
Overhead
|
Consolidated
|
||||||||||||
Revenue
|
$ | 2,024,109 | $ | 3,849,179 | $ | — | $ | 5,873,288 | ||||||||
Income
(loss) from continuing operations before tax
|
89,486 | 896,295 | (1,211,861 | ) | (226,080 | ) | ||||||||||
Net
(loss) income
|
89,486 | 896,295 | (1,211,861 | ) | (226,080 | ) | ||||||||||
Total
assets
|
1,999,807 | 13,669,084 | 649,389 | 16,318,280 | ||||||||||||
Intangibles
|
611,108 | 9,866,240 | — | 10,477,348 | ||||||||||||
Goodwill
|
— | 1,205,701 | 554,986 | 1,760,687 | ||||||||||||
Depreciation
and amortization
|
175,068 | 1,042,219 | 56,370 | 1,273,657 |
Six Months Ended October 31,
2008
|
Direct
Marketing Services
|
Communications
Services
|
Corporate
Overhead
|
Consolidated
|
||||||||||||
Revenue
|
$ | 613,850 | $ | — | $ | — | $ | 613,850 | ||||||||
Income
(loss) from continuing operations before tax
|
(64,063 | ) | — | (314,107 | ) | (378,170 | ) | |||||||||
Net
(loss) income
|
(64,063 | ) | — | (314,107 | ) | (378,170 | ) | |||||||||
Total
assets
|
1,882,091 | — | 3,488,943 | 5,371,034 | ||||||||||||
Intangibles
|
944,444 | — | — | 944,444 | ||||||||||||
Goodwill
|
— | — | 3,236,986 | 3,236,986 | ||||||||||||
Depreciation
and amortization
|
57,956 | — | 51,698 | 109,924 |
14
CornerWorld
Corporation
Notes
to the Unaudited Condensed Consolidated Financial Statements --
(Continued)
There
were no intersegment sales. All of the Company’s business
activities are conducted within the United States geographic
boundaries.
9.
Related Party Transactions
Enversa
receives administrative support from Internet University, Inc., which was one of
the three former members of Leadstream. Included in such
administrative support are human resources, accounting, IT and facilities
services.
On August
27, 2008, Enversa entered into a $500,000 line of credit with Internet
University which was originally intended to expire on February 23, 2009. On
February 23, 2009, Enversa and Internet University entered into an amendment to
the line of credit, which extended the maturity date until February 22, 2010 and
provided a schedule for payments. The line of credit bears interest at 8.00% per
annum and is secured by a second priority security interest in CornerWorld’s
membership interests in Enversa and a first priority security interest in all of
Enversa’s assets and in all products, proceeds, revenues, distributions,
dividends, stock dividends, securities and other property, rights and interests
that CornerWorld and Enversa receive or are at any time entitled to receive. The
Company paid $90,000 of principal on this note and recorded interest of $13,400
on this facility during the six month period ended October 31,
2009.
As part
of the Enversa acquisition, the Company borrowed $1,500,000 from Internet
University, Inc. A member of the Company’s Board of Directors as well
as one of the former members of Leadstream is the president of a division of
Internet University, Inc. The Company paid $89,235 of principal on
this note and recorded interest of $32,647 on this facility during the six month
period ended October 31, 2009, respectively.
As
previously noted, on February 23, 2009, the Company completed the Woodland
Acquisition. Pursuant to the acquisition, the Company issued debt and
equity securities to Mr. Ned Timmer who became a member of the Board of
Directors and the President of the Company’s Woodland division. Mr.
Timmer is the holder of the Company’s $4,200,000 secured debenture as well as
the holder of the Company’s $3,100,000 purchase money note. The
Company accrued interest expenses to Mr. Timmer totaling approximately $219,000
and $435,000 on these two facilities during the three and six month periods
ended October 31, 2009, respectively; the Company paid approximately $558,000 in
cash related to interest due to Mr. Timmer during the six months ended October
31, 2009.
As part
of the Woodland Acquisition, the Company borrowed $1,900,000 from IU Investments
LLC. The Company paid $870,000 of principal on this note and recorded
interest of $101,733 on this facility during the six month period ended October
31, 2009.
10.
Subsequent Events
On
December 11, 2009, the Company, received a letter (the “Notice”) from an
attorney representing Ned Timmer which alleges certain defaults with respect to
that certain Secured Debenture issued by the Company and the Company’s
wholly-owned subsidiary, Woodland Holdings, in favor of Mr. Timmer, with a
maturity date of February 23, 2012 (the “Debenture”), that certain Purchase
Money Note issued by Woodland in favor of Mr. Timmer with a maturity date of
February 23, 2012 (the “Note”), and certain related security agreements and
collateral perfection agreements (collectively with the Debenture and the Note,
the “Seller Loan Documents”). Each of the Debenture and the Note were
issued on February 23, 2009 in connection with the acquisition (the
“Acquisition”) of all of the issued and outstanding equity interests of each of
(i) Woodland Wireless, (ii) WMCLS, (iii) T2 TV, and (iv) Ranger through Woodland
(each of Woodland, Woodland Wireless, WMCLS, T2 TV and Ranger, a “Subsidiary”
and together, the “Subsidiaries”).
The
obligations under each of the Debenture and the Note are secured by pledge and
security agreements, dated as of February 23, 2009, entered into by the Company
and its subsidiaries, granting Mr. Timmer a security interest in certain of the
assets of the Company and its subsidiaries, including those Subsidiaries listed
above.
The Notice alleges continuing, uncured
defaults from June 2009 including, among other things, diversion of funds from
the Subsidiaries without Mr. Timmer’s approval, the failure to obtain deposit
account control agreements and the start-up of a new business under the
Company’s Enversa subsidiary. In addition the Notice alleges
additional defaults regarding the Company’s alleged
15
CornerWorld
Corporation
Notes
to the Unaudited Condensed Consolidated Financial Statements --
(Continued)
failure
to obtain the approval of Mr. Timmer for certain capital
expenditures. Under the Debenture, upon the occurrence of an event of
default, including in the case of covenant breaches, following the passage of
thirty “Trading Days” (as defined in the Debenture) without cure, the
outstanding principal amount of the Debenture, plus accrued but unpaid interest
thereon, shall become, at the holder’s election, immediately due and
payable. Commencing after the occurrence of an event of default, the
interest rate shall increase to 16% per annum from 12% per
annum. Under the Note, the occurrence of an event of default under
the Debenture shall constitute an event of default under the
Note. Upon the occurrence of an event of default under the Note, the
payee, at its option, by notice to Woodland, may declare the unpaid principal
amount of the Note, plus accrued but unpaid interest thereon, to be immediately
due and payable, whereupon such amount shall immediately become due and payable
in the event Woodland shall not have cured such event of default within 10 days
after receipt of such notice. As of December 15, 2009, the aggregate
amounts outstanding under the Debenture and the Note equaled $4,200,000 and
$3,100,000, respectively. The Notice did not state that Mr. Timmer
had elected for the principal and accrued interest under the Debenture or the
Note to become due and payable. Rather, as stated in the Notice, Mr.
Timmer exercised his alleged rights as a secured creditor holding a security
interest in the outstanding stock of Woodland and Woodland Wireless and as a
secured creditor holding a security interest in all of the outstanding
membership interests of WMCLS, Ranger and T2 TV, to vote the stock and the
membership interests of such Subsidiaries to install new management of the
Subsidiaries. On December 14, 2009, the Company received documents
from Mr. Timmer pursuant to which Mr. Timmer purported to appoint new directors
and officers of each of the Subsidiaries.
The
Company believes that the events described in the Notice do not constitute
defaults or if such events do constitute defaults, the Company is entitled to
requisite cure periods which Mr. Timmer failed to observe and that Mr. Timmer
did not properly exercise his rights or remedies under the Note, the Debenture
or applicable Security Agreements. The Company and Woodland, as
applicable, have made all payments of principal and interest required by the
terms of each of the Debenture and the Note. Although no assurances
can be given as to the ultimate outcome of this matter, the Company intends to
vigorously contest the claims in the Notice and the purported exercise of rights
and remedies under the Seller Loan Documents. In addition, on
December 14, 2009 the Company filed an action against Mr. Timmer, Peter Lazor, a
member of the Company’s Board of Directors, and certain other parties in the
United States District Court for the Western District of Michigan for fraud,
breach of contract, breach of fiduciary duty, conversion and other matters and
requesting, among other things, injunctive relief and damages. The
Company intends to vigorously pursue this matter.
.
16
RISKS
ASSOCIATED WITH FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM
10-Q
This Form
10-Q contains certain forward-looking statements within the meaning of the
Private Bank Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact made in this report are forward looking. These
statements include the plans and objectives of management for future operations.
The forward-looking statements included herein are based on current expectations
that involve numerous risks and uncertainties. Although the Company believes
that the assumptions underlying the forward-looking statements are reasonable,
any of the assumptions could be inaccurate and, therefore, there can be no
assurance that the forward-looking statements included in this Form 10-Q will
prove to be accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives and plans of the Company will be achieved. Furthermore,
except as required by law, we do not undertake any obligation to update
forward-looking statements made herein.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Overview
CornerWorld
Corporation (hereinafter referred to as “Cornerworld,” the “Company,” “we,”
“our,” or “us”) is a marketing and technology services company building services
for the increased accessibility of content across mobile, television and
Internet platforms. Our key asset is a patented 611 Roaming Service™ from RANGER
Wireless Solutions®, which generates revenue by processing over 14 million calls
per year from wireless customers and seamlessly connecting them to their service
provider.
Year
to date period ended October 31, 2009 Highlights:
·
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We
earned net income for our second fiscal quarter of the year which
represented our first quarterly net income since our recent
acquisitions.
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·
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We
continued negotiations with several lenders to begin the process of
refinancing a portion of our debt and to increase our lines of
credit.
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·
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We
paid down approximately $1.1 million of
debt.
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·
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We
completed the integration of our two acquisitions via centralization of
the accounting, treasury and human resources
functions.
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·
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We
began to leverage the benefits of our centralized accounting platform by
closing and consolidating every month and reporting results to our Board
of Directors.
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·
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We
hired a Chief Financial Officer and built an internal sales
force.
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Service
Offerings
The
Company’s business consists of three integrated service offerings: (i) direct
marketing services, (ii) communication services and (iii) on-line media
networks. See also Note 8 – Business Segments – of the Notes to the unaudited
condensed consolidated financial statements for additional segment
information.
Critical
Accounting Policies
In
preparing our unaudited condensed consolidated financial statements, we make
estimates, assumptions and judgments that can have a significant effect on our
revenues, income from operations, and net income, as well as on the value of
certain assets on our condensed consolidated balance sheets. We
believe that there are several accounting policies that are critical to an
understanding of our historical and future performance as these policies affect
the reported amounts of revenues, expenses, and significant estimates and
judgments applied by management. While there are a number of
accounting policies, methods and estimates affecting our financial statements,
areas that are particularly significant include allowance for doubtful accounts,
recoverability of long-lived assets (including goodwill), revenue recognition,
stock-based compensation, and deferred taxes. See Note 2 – Summary of
Significant Accounting Policies – to the condensed consolidated financial
statements included in this report for further discussion of our accounting
policies.
Use
of Estimates
The
preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions
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that
affect the reported amounts of assets and liabilities and disclosure of the
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Significant estimates made by management include, among others, the
realizability of accounts receivable, recoverability of property and equipment,
intangibles and goodwill and valuation of stock-based compensation and deferred
tax assets. Actual results could differ from these
estimates.
Fair Value of Financial
Instruments
Financial
Accounting Standards Board (“FASB”) issued Statement of Financial Accounting
Standards No. 107 (“SFAS No. 107”), “Disclosures about Fair Value of Financial
Instruments.” SFAS No. 107 requires disclosure of fair value information about
financial instruments when it is practicable to estimate that value. The
carrying amount of the Company’s cash and cash equivalents, accounts receivable,
accounts receivable-related party, accounts payable, accounts payable-related
party, accrued liabilities, and notes payable approximate their estimated fair
values due to their short-term maturities.
Unless
otherwise noted, it is management’s opinion that the Company is not exposed to
significant interest, currency or credit risks arising from these financial
statements.
Organizational
and Start-up Costs
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Until
August 27, 2008, CornerWorld was in the development stage. Costs of start-up
activities, including organizations costs, were expensed as incurred in
accordance with SOP 98-5.
Revenue
Recognition
The
Company recognizes revenue in accordance with Staff Accounting Bulletin (“SAB”)
No. 101, “Revenue Recognition in Financial Statements,” as revised by SAB 104.
As such, the Company recognizes revenue when persuasive evidence of an
arrangement exists, title transfer has occurred, the price is fixed or readily
determinable and collectibility is probable. Sales are recorded net of sales
discounts.
At
Enversa, revenue is recognized along with the related cost of revenue as leads
are delivered. Provisions for discounts and rebates to customers, estimated
returns and allowances, and other adjustments are provided for in the same
period the related sales are recorded. Amounts billed to clients in advance of
delivery of leads are classified under current liabilities as deferred
revenue.
For
Woodland, the majority of revenue is derived from month-to-month, bundled
service contracts for the phone, television and internet services used by each
customer. Revenue is recognized as the services are provided.
Income
Taxes
The
Company accounts for income tax in accordance with the Statement of Financial
Accounting Standards No. 109 (“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.
Long-Lived
Assets
The
Company accounts for its long-lived assets in accordance with Statement of Financial
Accounting Standards No. 144 (“SFAS No. 144”) “Accounting for the
Impairment or Disposal of Long-Lived Assets”. The Company’s primary
long-lived assets are website development costs, Goodwill, a patent,
identifiable intangible assets and property and equipment. SFAS No. 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. Management does not believe the Goodwill,
patent and identifiable intangible assets associated with its recent
acquisitions are impaired. No impairment charges have
been recorded as of October 31, 2009.
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Stock-Based
Compensation
The
Company accounts for awards made under its two stock-based compensation plans
pursuant to the fair value provisions of Statement of Financial Accounting
Standards No. 123(R) (SFAS No. 123R) “Share-Based Payment.” SFAS No. 123R
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. 123R 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.
123R and estimates its fair value based on using the Black-Scholes option
pricing model.
The
Company’s determination of fair value of share-based payment awards is made as
of their respective dates of grant using that option pricing model and is
affected by the Company’s stock price as well as a number of subjective
assumptions. These variables include, but are not limited to, the Company’s
expected stock price volatility over the term of the awards and actual and
projected employee stock option exercise behavior. The expected term of options
granted is derived from historical data on employee exercises and post-vesting
employment termination behavior. The risk-free rate selected to value any
particular grant is based on the U.S. Treasury rate that corresponds to the
pricing term of the grant effective as of the date of the grant. The expected
volatility is based on the historical volatility of the Company’s stock price.
These factors could change in the future, affecting the determination of
stock-based compensation expense in future periods. The Black-Scholes option
pricing model was developed for use in estimating the value of traded options
that have no vesting or hedging restrictions and are fully transferable. Because
the Company’s options have certain characteristics that are significantly
different from traded options, the existing valuation models may not provide an
accurate measure of the fair value of the Company’s options. Although the fair
value of the Company’s options is determined in accordance with SFAS No. 123R
using an option-pricing model, that value may not be indicative of the fair
value observed in a willing buyer/willing seller market transaction. The
calculated compensation cost is recognized on a straight-line basis over the
vesting period of the options. See also Note 7 – Stock Based
Compensation – of the notes to the unaudited condensed consolidated financial
statements, for more details.
Recent
Accounting Pronouncements
There
were various accounting standards and interpretations issued during 2009 and
2008, none of which are expected to have a material impact on the Company’s
consolidated financial position, operations, or cash flows.
Results
of Operations
Comparison
of the three months ended October 31, 2009 to the three months ended October 31,
2008
Direct marketing
services
Our
direct marketing services segment consists of our Enversa division, which was
acquired on August 27, 2008. Because the acquisition closed in
the middle of the three months ended October 31, 2008, presentation of an
analysis of the current year’s results versus the prior year’s operating results
would be misleading. Please see Note 3 – Acquisitions – of the
notes to the unaudited condensed consolidated financial statements for pro-forma
financial data with respect to this segment.
Communications
services
Our
communications services segment consists of everything acquired in the Woodland
Acquisition. As previously noted, we closed the Woodland
Acquisition on February 23, 2009 and this report only includes operating data
for that segment only since that date. Accordingly, presentation of
an analysis of current years’ results versus prior year operating results would
be misleading. Please see Note 3 Acquisitions, in the attached
financial statements for pro-forma financial data with respect to this
segment.
Corporate
Our
corporate segment consists of the CornerWorld, Inc. division as well as expenses
generated from our corporate group.
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Revenues,
Cost of Sales and Gross profit:
Our
on-line media networks segment had no revenue or gross profit for the three
months ended October 31, 2009 or for the three months ended October 31,
2008. These results are consistent with the fact that this segment
originated as a development stage entity and we are in the process of building
our corporate infrastructure.
Selling,
General and Administrative
Selling,
general and administrative (“SG&A”) expenses totaled $360,351 for the three
months ended October 31, 2009 versus $173,419 for the corresponding period in
the prior year. The increase of $186,932 is primarily due to the fact
that we continued to develop our operations and build our corporate
infrastructure. Thus we experienced increased corporate overhead
expenses, include stock based compensation, accounting, legal, board of
directors and other related costs associated in managing a publicly traded
company.
Comparison
of the six months ended October 31, 2009 to the six months ended October 31,
2008
Direct marketing
services
As noted
above, because the acquisition of Enversa closed in the middle of the six months
ended October 31, 2008, presentation of an analysis of the current year’s
results versus the prior year’s operating results would be
misleading. Please see Note 3 – Acquisitions – of the notes to
the unaudited condense consolidated financial statements for pro-forma financial
data with respect to this segment.
Communications
services
Our
communications services segment consists of everything acquired in the Woodland
Acquisition. As previously noted, we closed the Woodland
Acquisition on February 23, 2009 and this report only includes operating data
for that segment only since that date. Presentation of an analysis of
the current year’s results versus the prior year’s results would be
misleading. Please see Note 3 – Acquisitions – of the notes to
the unaudited condense consolidated financial statements for pro-forma financial
data with respect to this segment.
Corporate
Revenues,
Cost of Sales and Gross profit:
Our
on-line media networks segment had no revenue or gross profit for the six month
period ended October 31, 2009 or for the six month period ended October 31,
2008. These results are consistent with the fact that this segment
continues to be a development stage entity and we are in the process of building
our infrastructure.
Selling,
General and Administrative
Selling,
general and administrative (“SG&A”) expenses totaled $651,784 for the six
month period ended October 31, 2009 versus $328,453 for the corresponding period
in the prior year. The increase of $323,331 is primarily due to the
fact that we continued to develop our operations and build our corporate
infrastructure. Thus, we experienced increased corporate overhead
expenses include stock-based compensation, accounting, legal, board of directors
and other related costs involved in managing a publicly traded
company.
Liquidity
and Capital Resources
As of
October 31, 2009, we had a working capital deficit of approximately $3.2 million
and cash of $618,446. Our working capital deficit is primarily related to the
short-term nature of selected tranches of the debt we issued to finance our
acquisitions and has improved from our April 30, 2009 year end deficit which
totaled approximately $4.0 million. Though we expect that we will
refinance a substantial portion of these short-term obligations, there can be no
guarantee that we will do so, We believe the cash flows from
our existing operations will be adequate to manage our debt commitments should
we be unsuccessful in refinancing our short-term obligations.
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Our
investing activity for the three months ended October 31, 2009, consisted
primarily of $45,584 of capital expenditures.
We
presently have a $500,000 line of credit with Internet University,
Inc. At October 31, 2009, we had approximately $295,000 outstanding
under this credit line, but we no longer have access to the unused portion of
this line. We have been making payments as prescribed pursuant to the
line of credit agreement. We have no other bank financing or other
external sources of liquidity. Due to our brief operating history as a start-up
company, our operations have not historically been a source of liquidity. This
was the second consecutive quarter that the Company’s operations generated
positive operating cash flow and we expect that trend to continue.
We will
need to obtain additional capital in order to expand our operations. We are
currently investigating other financial alternatives, including additional
equity and/or debt financing. In order to obtain capital, we may need to sell
additional shares of our common stock or borrow funds from private lenders.
However, there can be no assurance that any additional financing will become
available to us, and if available, that such financing will be on terms
acceptable to us.
Off-balance sheet
arrangements
We have
not entered into any off-balance sheet arrangements.
Effects
of Inflation
Inflation
has not had any material impact of the Company’s prices, net sales or
revenues.
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Item
3. Quantitative and Qualitative Disclosures About Market
Risk
We had no
variable rate debt outstanding at October 31, 2009. Accordingly, we had no
exposure to interest rate variations.
Item
4T. Controls and Procedures
Evaluation of Disclosure
Controls and Procedures
The
Company maintains disclosure controls and procedures (as defined in the
Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) designed to
ensure that information required to be disclosed in reports filed or submitted
under the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by
the Company in its reports that it files or submits under the Exchange Act is
accumulated and communicated to the Company's management, including its
principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding
required disclosure.
The
Company's management, with the participation of its chief executive
officer and its chief financial officer, evaluated the effectiveness
of our disclosure controls and procedures (as defined in the Securities Exchange
Act of 1934 Rules 13a-15(e) or 15d-15(e)) as of October 31,
2009. Based on that evaluation, the Company's chief executive and
chief financial officers concluded that, as of that date, the Company's
disclosure controls and procedures, were not effective at a reasonable assurance
level, due to the identification of a material weakness.
Management's Remediation
Plan
Management
determined that a material weakness existed due to a lack of an adequate number
of personnel in the accounting department. Management is in the process of
remediating the material weakness identified by hiring a sufficient number of
resources to aid in the timeliness of the financial statement close process
leading to the correct preparation, review, presentation of and disclosures in
our consolidated statements. The Company has hired a chief financial officer to
help perform certain accounting functions. We cannot assure you that, as
circumstances change, any additional material weakness will not be
identified.
Changes in Internal Control
over Financial Reporting
Except as
noted above, there were no changes in our internal control over financial
reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act,
during our most recently completed fiscal quarter that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.
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PART
II
OTHER
INFORMATION
Item
1. Legal Proceedings
As
detailed in Note 10 – Subsequent Events – of the notes to the
unaudited condensed consolidated financial statements, on December 11,
2009, the Company, received a letter from an attorney representing Ned
Timmer which alleges certain defaults with respect to that certain
Secured Debenture issued by the Company and the Company’s wholly-owned
subsidiary, Woodland Holdings, in favor of Mr. Timmer. The Company
intends to vigorously defend itself with respect to this matter.
In
addition, on December 14, 2009 the Company filed an action against Mr. Timmer,
Peter Lazor, a member of the Company’s Board of Directors, and certain other
parties in the United States District Court for the Western District of Michigan
for fraud, breach of contract, breach of fiduciary duty, conversion and other
matters and requesting, among other things, injunctive relief and
damages. The Company intends to vigorously pursue this
matter.
Please
see Note 10 – Subsequent Events – of the notes to the unaudited condensed
consolidated financial statements, for more details.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
The
Company issued 31,450,000 shares of its common stock during the six months ended
October 31, 2009 pursuant to the exercise on July 23, 2009 of a warrant issued
to Ned Timmer in connection with the Woodland Acquistion. The
proceeds from this exercise totaled $100. Since the transaction was
not a public offering within the meaning of Section 4(2) of the Securities Act,
the issuance was deemed exempt from registration.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Submission of Matters to a Vote of Security Holders
None.
Item
5. Other information
We expect
that our 2009 annual meeting of shareholders will be held on or about January
28, 2010 and that we will begin mailing proxy materials to shareholdes within
the next few weeks.
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Item
6. Exhibits
The
following exhibits are filed as part of this report:
Exhibit
Numbers
|
Description
|
Method
of
filing
|
10.1
|
Employment
Agreement between CornerWorld Corporation and Scott N. Beck dated August
22, 2008
|
(1)
|
10.2
|
Warrant
issued to Marc Blumberg dated November 21, 2008
|
(1)
|
10.3
|
Warrant
issued to Marc Blumberg dated February 23, 2009
|
(1)
|
10.4
|
Warrant
issued to Scott N. Beck dated February 23, 2009
|
(1)
|
31.1
|
Rule 13a-14(a)
Certification by our chief executive officer
|
(1)
|
31.2
|
Rule 13a-14(a)
Certification by our chief financial officer
|
(1)
|
32.1
|
Section 1350
Certification by our chief executive officer
|
(1)
|
32.2
|
Section 1350
Certification by our chief financial officer
|
(1)
|
__________
(1)
|
Filed
herewith.
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Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
CORNERWORLD
CORPORATION
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|
Registrant
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|
December
21, 2009
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/s/
V. Chase McCrea III
|
V.
Chase McCrea III
|
|
Chief
Financial Officer
|
|
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