943742--4/12/2007--VCAMPUS

related topics

{acquisition, growth, future}

{stock, price, share}

{customer, product, revenue}

{system, service, information}

{regulation, government, change}

{financial, litigation, operation}

{product, market, service}

{control, financial, internal}

{personnel, key, retain}

{competitive, industry, competition}

{regulation, change, law}

{tax, income, asset}

{stock, price, operating}

{provision, law, control}

{property, intellectual, protect}

{condition, economic, financial}

{operation, international, foreign}

{interest, director, officer}

Doubts about our ability to continue as a going concern. 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. We have limited cash resources and willl need to raise additional funds. With our shares being traded only on the OTC Bulletin Board, the liquidity of our shares may be limited. 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 Prosoft and any other acquisitions we might make, which could disrupt or have a negative impact on our business Our acquisition of Prosoft presents many risks, and we may not realize the financial and strategic goals that were contemplated at the time of the transaction. Our sales cycle with international customers may be longer than our historic U.S. sales cycle, which could cause us to incur greater costs and could reduce our operating margins. Expansion of our business internationally, including the integration of Prosoft s foreign operations, will subject our business to additional economic and operational risks that could increase our costs and make it difficult for us to operate profitably. Operational failures in our network infrastructure could disrupt our remote hosting service, could cause us to lose current hosting clients and sales to potential hosting clients and could result in increased expenses and reduced revenues. U.S. and foreign government regulation of the Internet could cause us to incur significant expenses, and failure to comply with applicable regulations could make our business less efficient or even impossible. 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 or reduction 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. Demand for our products is susceptible to adverse economic conditions and educational funding constraints. 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--4/12/2007--VCAMPUS_CORP