1045742--12/29/2006--YP

related topics

{system, service, information}

{product, market, service}

{stock, price, operating}

{property, intellectual, protect}

{stock, price, share}

{control, financial, internal}

{operation, international, foreign}

{personnel, key, retain}

{acquisition, growth, future}

{provision, law, control}

{regulation, change, law}

{cost, regulation, environmental}

{regulation, government, change}

Risks Related to Our Business We face intense competition, including from companies with greater resources, which could adversely affect our growth and could lead to decreased revenues. Our success depends upon our ability to establish and maintain relationships with our advertisers. If we do not introduce new or enhanced offerings to our advertisers and users, we may be unable to attract and retain those advertisers and users, which would significantly impede our ability to generate revenue. Our quarterly results of operations could fluctuate due to factors outside of our control. The loss of our ability to bill IAP advertisers through our Local Exchange Carriers on the IAP advertisers telephone bills would adversely impact our results of operations. Our revenue may decline over time due to the involvement of the CLECs in the local telephone markets. The loss of our ability to bill IAP advertisers through our ACH billing channel would adversely impact our results of operations. We depend upon our executive officers and key personnel Our ability to efficiently process new advertiser sign-ups and to bill our advertisers monthly depends upon our third party service providers and billing aggregators and processors, respectively. We depend upon third parties to provide certain services and software, and our business may suffer if the relationships upon which we depend fail to produce the expected benefits or are terminated. The market for our services is uncertain. We may not be able to secure additional capital to expand our operations. Our business is subject to a strict regulatory environment We may be unable to promote and maintain our brands. We may not be able to adequately protect our intellectual property rights. Capacity constraints may require us to expand our infrastructure and IAP advertiser support capabilities. Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price. Risks Related to the Internet We may not be able to adapt as the Internet, Internet Yellow Pages services, and IAP advertiser demands continue to evolve. Our future success may depend on continued growth in the use of the Internet. We may be required to keep pace with rapid technological change in the Internet industry. Regulation of the Internet may adversely affect our business. We may not be able to obtain Internet domain names that we would like to have. Our business could be negatively impacted if the security of the Internet becomes compromised. Our technical systems could be vulnerable to online security risks, service interruptions or damage to our systems. If we are sued for content distributed through, or linked to by, our website or those of our advertisers, we may be required to spend substantial resources to defend ourselves and could be required to pay monetary damages. Risks Related to Our Securities Stock prices of technology companies have declined precipitously at times in the past and the trading price of our common stock is likely to be volatile, which could result in substantial losses to investors. Certain provisions of Nevada law and in our charter may prevent or delay a change of control of our company Our common stock may be subject to the penny stock rules as promulgated under the Exchange Act.

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1045742--12/29/2006--YP_CORP