1054274--4/2/2007--HEPALIFE_TECHNOLOGIES

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We Have Experienced Significant Losses And Expect Losses To Continue For The Foreseeable Future. To Date Most Of Our Operating Losses Have Been Related To Expenditures Related To Our Advertising And Investor Relations Program Rather Than To Our Sponsored Research And Development Programs. We Currently Do Not Have, And May Never Develop, Any Commercialized Products. We Will Require Additional Financing To Sustain Our Operations And Without It We Will Not Be Able To Continue Operations. We May Not Be Able To Repay Loans We Have Received From Mr. Harmel S. Rayat, Our Secretary, Treasurer, Chief Financial Officer, Chairman, Director And Majority Stockholder, To Fund Our Operation. The Success Of Our Sponsored Research And Development Programs Is Uncertain And We Expect To Be Engaged In Research And Development Efforts For A Considerable Period Of Time Before We Will Be In A Position, If Ever, To Develop And Commercialize Products Derived From Our Sponsored Research Programs. Our Sponsored Research and Development Programs Are In The Preliminary Development Stage And The Results We Attain May Not Prove To Be Adequate For Purposes of Developing and Commercializing Any Products Or Otherwise To Support A Profitable Business Venture. We May Not Be Granted An Exclusive License Under Our CRADA With The USDA s Agricultural Research Service. Our CRADA With The USDA s Agricultural Research Service May Be Terminated By Either Party At Any Time By Giving Written Notice Of Not Less Than Sixty Calendar Days Prior To The Desired Termination Date. Currently, We Do Not Directly Conduct Any Of Our Research And Development Activities And Therefore We Will Have Minimal Control Over Such Research. We Are Subject To Substantial Government Regulation Which Could Materially Adversely Affect Our Business. We May Be Required To Comply With Rules Regarding Animal Testing and This May Limit the Success of Our Research and Development Programs. Our Sponsored Research and Development Program With the USDA Uses Cells Derived From Pigs, Which Could Prevent The FDA Or Other Health Regulatory Agencies From Approving Products, If Any, Derived From Our Research and Development Efforts. We May Be Liable For Contamination Or Other Harm Caused By Materials That We Handle, And Changes In Environmental Regulations Could Cause Us To Incur Additional Expense. Even If We Were To Secure Regulatory Approval In The Future For Any Product Derived From Our Sponsored Ongoing Research Efforts, We Lack Sales and Marketing Experience and Will Likely Rely On Third Parties For Such Services. We May Not Be Able To Attract And Retain Qualified Personnel Either As Employees Or As Consultants; Without Such Personnel, We May Not Be Successful In Commercializing The Results Of Our Ongoing Research And Development Efforts. We Expect To Operate In Highly Competitive Markets; We May Face Competition From Large, Well-Established Companies With Significant Resources; And, We May Not Be Able To Compete Effectively. We May Become Subject To Claims Of Infringement Or Misappropriation Of The Intellectual Property Rights Of Others, Which Could Prohibit Us From Commercializing Products Based On Our Sponsored Research And Development Programs, Require Us To Obtain Licenses From Third Parties Or To Develop Non-Infringing Alternatives, And Subject Us To Substantial Monetary Damages And Injunctive Relief. We May Be Exposed To Product Liability Claims For Which We Do Not Have Any Insurance Coverage. Failure To Obtain Third Party Reimbursement For Products Derived From Our Sponsored Research and Development Efforts Could Limit Our Revenue. Mr. Harmel S. Rayat, Our Secretary, Treasurer, Chief Financial Officer, Chairman, And Director, Is Able To Substantially Influence All Matters Requiring Approval By Our Stockholders, Including The Election Of Directors. We Rely On Our Management, The Loss Of Whose Services Could Have A Material Adverse Affect On Our Business. Future Sales Of Our Common Stock May Decrease Our Stock Price. Our Stock Price Historically Has Been Volatile And May Continue To Be Volatile. Our Common Stock Is A Penny Stock And Because Penny Stock Rules Will Apply, You May Find It Difficult To Sell The Shares Of Our Common Stock You Acquired In This Offering. Our Common Shares Are Thinly Traded, So You May Be Unable To Sell At Or Near Ask Prices Or At All If You Need To Sell Your Shares To Raise Money Or Otherwise Desire To Liquidate Your Shares. Compliance With Changing Regulation Of Corporate Governance And Public Disclosure May Result In Additional Expenses. We Do Not Intend To Pay Dividends For The Foreseeable Future.

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1054274--4/2/2007--HEPALIFE_TECHNOLOGIES_INC