943742--3/24/2006--VCAMPUS

related topics

{stock, price, share}

{acquisition, growth, future}

{control, financial, internal}

{regulation, government, change}

{financial, litigation, operation}

{product, market, service}

{customer, product, revenue}

{personnel, key, retain}

{competitive, industry, competition}

{system, service, information}

{tax, income, asset}

{stock, price, operating}

{provision, law, control}

{property, intellectual, protect}

We have incurred losses and anticipate future losses, which could have an adverse impact on the trading price of our common stock. If we do not have the resources to meet our business objective, we might not survive or be successful. Failure to raise additional capital, as and when needed, could prevent us from executing our business strategy and could prevent us from maintaining compliance with Nasdaq listing standards. If we fail to maintain compliance with our Nasdaq Capital Market listing, the value and liquidity of our shares could be impaired. The large number of our shares eligible for future sale could have an adverse impact on the market price of our common stock. Our substantial dependence on third-party relationships could impair our ability to achieve our business objectives and serve our customers. We may be unable to effectively integrate any acquisitions we might make, which could disrupt or have a negative impact on our business. Our facilities, personnel and financial and management systems may not be adequate to effectively manage the future expansion we believe necessary to increase our revenues and remain competitive. We operate in a highly competitive industry and may not be able to compete effectively. The loss of services of any member of our key personnel could prevent us from adequately executing on our business strategy. Our results of operations have fluctuated significantly from period to period, and a failure to meet the expectations of investors or the financial community at large could result in a decline in our stock price. We rely on significant customers, and if we fail to maintain and develop relationships with such customers, we might not generate revenues necessary to achieve our business objectives. We rely heavily on a limited number of contracts with the U.S. government, which are subject to termination for convenience by the government at any time. While we have experienced no such terminations and have had contracts with these agencies for a number of years, should such terminations occur, they could cause a material adverse impact on our operations. System failures and capacity constraints could interfere with our efforts to attract customers and attain market acceptance of our products and services. If the security of information stored in and transmitted through computer systems of VCampus and its end-users is not adequately secured, we could incur significant liability and potential customers might be deterred from using our products and services. We might not be successful in responding to the changing market for our products and services. We might not be able to adequately protect our intellectual property rights. Government regulation of business conducted on the Internet could decrease the demand for our products and services or increase our cost of doing business. We could issue additional preferred stock and take other actions that might discourage third parties from acquiring us. We might not be able to use net operating loss carryforwards. We do not presently anticipate paying cash dividends on our common stock. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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943742--3/24/2006--VCAMPUS_CORP