1468780--4/7/2010--POWIN

related topics

{regulation, change, law}

{stock, price, share}

{acquisition, growth, future}

{tax, income, asset}

{control, financial, internal}

{condition, economic, financial}

{product, market, service}

{customer, product, revenue}

{property, intellectual, protect}

{operation, natural, condition}

{personnel, key, retain}

{competitive, industry, competition}

{capital, credit, financial}

{operation, international, foreign}

RISKS RELATED TO OUR BUSINESS (1) The impact of the current economic climate and tight financing markets may impact consumer demand for our products and services. (2) Our failure to file timely reports may subject us to shareholder litigation, which may materially and adversely affect our business. (4) Our future acquisitions may expose us to potential risks and have an adverse effect on our ability to manage our business. (5) There may be unknown risks inherent in our acquisitions of companies which could result in a material adverse effect on our business. (6) Failure to manage our growth could strain our management, operational and other resources and we may not be able to achieve anticipated levels of growth in the new networks and media platforms we hope to operate, either of which could materially and adversely affect our business and growth potential. (7) We depend on the leadership and services of Joseph Lu who is the founder, chairman, and chief executive officer, our business and growth prospects may be severely disrupted if we lose his services. (8) We may need additional capital and we may not be able to obtain it, which could adversely affect our liquidity and financial position. (9) Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may adversely affect our business. (10) We face significant competition, and if we do not compete successfully against new and existing competitors, we may lose our market share, and our profitability may be adversely affected. (11) There may be deficiencies with our internal controls that require improvements, and we will be exposed to potential risks from legislation requiring companies to evaluate controls under Section 404 of the Sarbanes-Oxley Act of 2002 in the event we become a fully reporting company. Risks Relating to Regulation of Our Business and to Our Structure (12) We do not typically enter into written agreements with customers, as is standard in most of our lines of business, but this practice exposes us to litigation and ambiguity should a conflict or discrepancy arise. (13) Contractual arrangements we have entered into may be subject to scrutiny by the tax authorities and a finding that we owe additional taxes or are ineligible for our tax exemption, or both, could substantially increase our taxes owed, and reduce our net income and the value of your investment. (14) Our business operations may be affected by legislative or regulatory changes. Risks Relating to Business in China (15) The economic, political and social conditions, as well as governmental policies, could affect the financial markets in China and our liquidity and access to capital and our ability to operate our business. (16) China legal system embodies uncertainties which could limit the legal protections available to you and us. (17) If tax benefits currently available to us in China were no longer available, our effective income tax rates for our China operations could increase. (18) China tax authorities may require us to pay additional taxes in connection with our acquisitions of offshore entities that conducted their China operations through their affiliates in the United States. (19) China rules on mergers and acquisitions may subject us to sanctions, fines and other penalties and affect our future business growth through acquisition of complementary business. (20) Any future outbreak of severe acute respiratory syndrome or avian flu in China, or similar adverse public health developments, may severely disrupt our business and operations. RISKS RELATED TO OUR COMMON STOCK (21) Our stock is a penny stock. Trading of our stock may be restricted by the Securities and Exchange Commission s penny stock regulations which may limit a stockholder s ability to buy and sell our stock. (22) The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder s ability to buy and sell our stock. (23) Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations .

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1468780--4/7/2010--POWIN_CORP