1017655--3/16/2009--PAID

related topics

{system, service, information}

{stock, price, share}

{property, intellectual, protect}

{product, market, service}

{personnel, key, retain}

{stock, price, operating}

{competitive, industry, competition}

{acquisition, growth, future}

{control, financial, internal}

{cost, contract, operation}

{condition, economic, financial}

{gas, price, oil}

{cost, operation, labor}

{provision, law, control}

{interest, director, officer}

{regulation, change, law}

Risks Relating to the Company We have experienced significant operating losses. There is substantial doubt as to our ability to continue as a going concern, and our business has a high risk of failure. Our capital is limited and we may need additional financing to implement continue operations. We are unable to guarantee that the marketplace will accept our software products. Our operating results are unpredictable and are expected to fluctuate in the future. The successful operation of our business depends upon the supply of critical technology elements from other third parties, including our Internet service provider and technology licensors. We rely on third parties for our order fulfillment, and failures on the part of these third parties could harm our business. Our failure to manage growth could place a significant strain on our management, operational and financial resources. If our acquisitions are not successful, or if we are not able to structure future acquisitions in a financially efficient manner, there could be an adverse effect on our business and operations. Our Company s success still depends upon the continued services of its current management and other relationships. Loss of our key relationships, management and other personnel could result in the loss of key tours. Our Company s success will depend on our ability to attract and retain qualified personnel. Our success is dependent upon the marketability of our services and our software products. Our success depends upon market awareness of our brand. System failures could result in interruptions in our service, which could harm our business. We do not have redundant systems, a disaster recovery plan or alternate providers with respect to our communications hardware and computer hardware. Some of our future revenues depend upon the continued consumer interest in the collectibles industry, and demand for the types of collectibles that are listed for sales. There are certain provisions of Delaware law that could have anti-takeover effects. Our success is dependent in part on our ability to obtain and maintain proprietary protection for our technologies and processes. Intellectual property infringement claims would harm our business. Our success is dependent on licensed technologies. We may be exposed to liability for content retrieved from our websites. The Company may be exposed to potential risks relating to our significant deficiencies and material weaknesses in our internal controls over financial reporting. Risks Associated With Our Industry The market for online services is intensely competitive with low barriers to entry. Our success in providing services and merchandise depends upon the popularity of the musical artist, celebrity, athlete and other entities that we serve. Any inability to fund the significant up-front cash requirements associated with our touring business could result in the loss of key tours. The live entertainment business is highly sensitive to public tastes and dependent on our ability to secure popular artists and other live entertainment events, and we may be unable to anticipate or respond to changes in consumer preferences, which may result in decreased demand for our services. We may be adversely affected by the current deterioration in economic conditions, which could affect consumer and corporate spending and our ability to raise capital, and, therefore, significantly adversely impact our operating results. Market consolidation has created and continues to create companies that are larger and have greater resources than us. Security breaches and credit card fraud could harm our business. Our industry may be exposed to increased government regulation. Risks Associated with our Common Stock Our stock price has been and may continue to be very volatile. We have issued options, warrants and convertible notes that have had and will have a dilutive effect on our shareholders. We may have difficulty obtaining additional financing as a result of the significant number of shares that have been issued upon conversion of the convertible notes. Present management may control the election of our directors and all other matters submitted to the stockholders for approval. Penny stock regulations may impose certain restrictions on marketability of securities. The market for our Company s securities is limited and may not provide adequate liquidity.

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1017655--3/16/2009--PAID_INC