1092492--3/27/2009--AXESSTEL

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The impact of the current economic climate and tight financing markets may impact consumer demand for our product, our customer s ability to finance new networks, and our ability to secure financing to support the manufacture and sale of our products. We depend on our distributor Brightstar Corporation to provide letters of credit to support our sales of products to customers in Venezuela, which accounted for 41% of our revenues in 2008. If we cannot sustain profitable operations, we may need to raise additional capital to continue our operations, which may not be available on commercially reasonable terms, or at all, and which may dilute your investment. Our auditors have expressed substantial doubt regarding our ability to continue as a going concern. If we are unable to continue as a going concern, we may be required to substantially revise our business plan or cease operations. We depend in substantial part on the adoption and acceptance of fixed wireless telecommunications in developing countries and regions to create demand for our products. Our international sales and operations subject us to various risks associated with, among other things, foreign laws, policies, economies and exchange rate fluctuations. We expect our operating results to fluctuate on a quarterly and annual basis, which could cause our stock price to fluctuate or decline. An increasing portion of our business has shifted to sales under open credit terms, which increases our need for working capital and may create difficulties in the collection of our accounts receivable. We depend on a single third-party manufacturer to produce substantially all of our products. All of our products purchased from WNC are made on a purchase order basis and WNC is not obligated to accept any purchase order on the terms we request or at all. We rely on third party providers of components and subassemblies for our products, and if they fail to provide timely quality products, our business and reputation could be harmed. We rely on limited or sole sources for many of our components. We may experience delays in manufacturing and our costs may increase if we are unable to accurately forecast all of our needs. We may decide or be forced to stock inventory of components or finished product. We rely on a small number of customers for substantially all of our revenues and the loss of one or more of these customers would seriously harm our business. A substantial portion of the products we sell are sold on a purchase order basis. Although these purchase orders are generally not cancelable, customers may decide to delay or cancel orders, which could negatively impact our revenues. If we do not compete effectively in the fixed wireless telecommunications market, our revenues and market share will decline. We may not be able to compete effectively against larger and better capitalized competitors. We expect to experience competitive pricing pressure for our products, which may impair our revenue growth, gross margins and ability to sustain profitability. Opportunities in the fixed wireless telecommunications industry could be impacted by decreasing prices for mobile handsets. We will need to develop new products and features to meet the changing needs of our customers in order to be successful. From time to time we evaluate potential acquisitions which, if consummated, may subject us to additional risks and uncertainties, and may result in substantial dilution to our stockholders. For most of our products, we rely upon a license and chipsets from Qualcomm Incorporated for CDMA technology that is critical to our products. Our products are complex and may contain errors or defects, which may cause us to incur significant unexpected expenses and lose sales. We may experience long sales cycles for our products. We must expand our customer base in order to grow our business. Any failure to maintain sales through agents and other third-party resellers, distributors and manufacturers of complementary technologies could harm our business. If we are unable to attract and retain key personnel necessary to operate our business, our ability to develop and market our products successfully could be harmed. Our competitive position will be seriously damaged if we cannot protect intellectual property rights in our technology. Our competitive position could be seriously damaged and we may incur substantial expenses if we become party to lawsuits alleging that our products infringe the intellectual property rights of others. Failure to adequately protect our trademark rights could cause us to lose market share and cause our sales to decline. We may face litigation that could significantly damage our business and financial condition. A large amount of our common stock is held by a small number of stockholders and our common stock is thinly traded. Our failure to predict and comply with evolving wireless industry standards, including 3G standards, could reduce our ability to introduce and sell new products. We may not be able to develop products that comply with applicable government regulations. We are not currently in compliance with certain requirements for continued listing on the NYSE Amex exchange. Nevada law and provisions in our charter documents may delay or prevent a potential takeover bid that would be beneficial to common stockholders.

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1092492--3/27/2009--AXESSTEL_INC