##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2008
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
 For the transition period from  to
 Commission File Number: 000-50989
 LOCAL.COM CORPORATION
  Delaware
    
    33-0849123(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 One Technology Drive, Building G
Irvine, CA 92618
 (949) 784-0800
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
 Number of shares outstanding at April 30, 2008:
    
    Common:
    
    
    14,204,110Preferred:
    
    
    0




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##### 



LOCAL.COM CORPORATION
TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONItem 1.
    
    Financial Statements.Condensed Consolidated Balance Sheets as of March 31, 2008 (Unaudited) and December
31, 2007
    
    
    3Condensed Consolidated Statements of Operations for the three months ended March 31,
2008 and 2007 (Unaudited)
    
    
    4Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months
ended
March 31, 2008 and 2007 (Unaudited)
    
    
    5Condensed Consolidated Statements of Cash Flows for the three months ended March 31,
2008 and 2007 (Unaudited)
    
    
    6Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
    
    
    14Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk.
    
    
    19Item 4T.
    
    Controls and Procedures.
    
    
    19PART II  OTHER INFORMATIONItem 1.
    
    Legal Proceedings.
    
    
    20Item 1A.
    
    Risk Factors.
    
    
    20Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds.
    
    
    20Item 3.
    
    Defaults Upon Senior Securities.
    
    
    20Item 4.
    
    Submission of Matters to a Vote of Security Holders.
    
    
    20Item 5.
    
    Other Information.
    
    
    20Item 6.
    
    Exhibits.
    
    
    21
  2




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##### 



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 LOCAL.COM CORPORATION
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,2008
    
    
    2007(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    14,742
    
    
    $
    14,258Restricted cash
    
    
    30
    
    
    
    30Marketable securities
    
    
    
    
    
    
    1,999Accounts receivable, net of allowances of $15
    
    
    5,755
    
    
    
    3,595Prepaid expenses and other current assets
    
    
    268
    
    
    
    292Total current assets
    
    
    20,795
    
    
    
    20,174Property and equipment, net
    
    
    1,225
    
    
    
    1,473Intangible assets, net
    
    
    2,839
    
    
    
    3,156Goodwill
    
    
    13,233
    
    
    
    13,233Long-term restricted cash
    
    
    66
    
    
    
    66Deposits
    
    
    12
    
    
    
    12Total assets
    
    $
    38,170
    
    
    $
    38,114LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    5,997
    
    
    $
    4,029Accrued compensation
    
    
    719
    
    
    
    456Deferred rent
    
    
    288
    
    
    
    316Other accrued liabilities
    
    
    216
    
    
    
    194Deferred revenue
    
    
    127
    
    
    
    177Total liabilities, all current
    
    
    7,347
    
    
    
    5,172Commitments and contingenciesStockholders equity:Convertible preferred stock, $0.00001 par value; 10,000,000
shares authorized;
none issued and outstanding for all periods presented
    
    
    
    
    
    
    Common stock, $0.00001 par value; 30,000,000 shares authorized;
14,204,110 issued and outstanding for all periods presented
    
    
    
    
    
    
    Additional paid-in capital
    
    
    82,815
    
    
    
    82,176Accumulated comprehensive loss
    
    
    
    
    
    
    (1
    )Accumulated deficit
    
    
    (51,992
    )
    
    
    (49,233
    )Stockholders equity
    
    
    30,823
    
    
    
    32,942Total liabilities and stockholders equity
    
    $
    38,170
    
    
    $
    38,114
  3




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##### 



LOCAL.COM CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three months endedMarch 31,2008
    
    
    2007Revenue
    
    $
    8,842
    
    
    $
    4,881Operating expenses:Search serving
    
    
    1,453
    
    
    
    807Sales and marketing
    
    
    7,643
    
    
    
    4,699General and administrative
    
    
    1,443
    
    
    
    1,333Research and development
    
    
    878
    
    
    
    699Amortization of intangibles
    
    
    318
    
    
    
    237Total operating expenses
    
    
    11,735
    
    
    
    7,775Operating loss
    
    
    (2,893
    )
    
    
    (2,894
    )Interest and other income (expense)
    
    
    135
    
    
    
    (192
    )Loss before income taxes
    
    
    (2,758
    )
    
    
    (3,086
    )Provision for income taxes
    
    
    1
    
    
    
    1Net loss
    
    $
    (2,759
    )
    
    $
    (3,087
    )Per share data:Basic net loss per share
    
    $
    (0.19
    )
    
    $
    (0.33
    )Diluted net loss per share
    
    $
    (0.19
    )
    
    $
    (0.33
    )Basic weighted average shares outstanding
    
    
    14,204,110
    
    
    
    9,298,281Diluted weighted average shares outstanding
    
    
    14,204,110
    
    
    
    9,298,281
  4




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##### 



LOCAL.COM CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 Three months endedMarch 31,2008
    
    
    2007Net loss
    
    $
    (2,759
    )
    
    $
    (3,087
    )Other comprehensive income (loss):Net unrealized gain on marketable securities
    
    
    1
    
    
    
    6Total comprehensive loss
    
    $
    (2,758
    )
    
    $
    (3,081
    )Supplemental comprehensive income (loss) information:Unrealized holding gain arising during period
    
    $
    1
    
    
    $
    6Reclassification adjustment for losses included in net loss
    
    
    
    
    
    
    Net unrealized gain on marketable securities
    
    $
    1
    
    
    $
    6
  5




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##### 



LOCAL.COM CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three months endedMarch 31,2008
    
    
    2007Cash flows from operating activities:Net loss
    
    $
    (2,759
    )
    
    $
    (3,087
    )Adjustments to reconcile net loss to cash used in operating activities:Depreciation and amortization
    
    
    561
    
    
    
    510Non-cash stock based compensation
    
    
    650
    
    
    
    491Non-cash interest expense
    
    
    
    
    
    
    137Changes in operating assets and liabilities:Accounts receivable
    
    
    (2,160
    )
    
    
    (1,105
    )Prepaid expenses and other
    
    
    24
    
    
    
    (527
    )Accounts payable and accrued liabilities
    
    
    2,226
    
    
    
    841Deferred revenue
    
    
    (50
    )
    
    
    (15
    )Net cash used in operating activities
    
    
    (1,508
    )
    
    
    (2,755
    )Cash flows from investing activities:Capital expenditures
    
    
    4
    
    
    
    (100
    )Proceeds from sales of marketable securities
    
    
    2,000
    
    
    
    Net cash provided by (used in) investing activities
    
    
    2,004
    
    
    
    (100
    )Cash flows from financing activities:Proceeds from issuance of senior secured convertible notes
    
    
    
    
    
    
    8,000Proceeds from issuance of common stock from exercise of options
    
    
    
    
    
    
    4Proceeds from issuance of common stock from exercise of warrants
    
    
    
    
    
    
    4Proceeds from swing-sale profits
    
    
    3
    
    
    
    Payment of notes payable
    
    
    
    
    
    
    (37
    )Payment of financing related costs
    
    
    (15
    )
    
    
    (3
    )Net cash (used in) provided by financing activities
    
    
    (12
    )
    
    
    7,968Net increase in cash and cash equivalents
    
    
    484
    
    
    
    5,113Cash and cash equivalents, beginning of period
    
    
    14,258
    
    
    
    3,264Cash and cash equivalents, end of period
    
    $
    14,742
    
    
    $
    8,377Supplemental cash flow information:Interest paid
    
    $
    
    
    
    $
    1Income taxes paid
    
    $
    1
    
    
    $
    1Non-cash investing and financing transactions:Debt discount related to issuance of senior secured convertible notes
    
    
    
    
    
    $
    6,221Warrants issued for financing costs
    
    
    
    
    
    $
    458
  6




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##### 



LOCAL.COM CORPORATION
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. Basis of presentation
  2. Significant accounting policies
 Principles of consolidation
  Intangible assets
      Goodwill
 Goodwill and Other Intangible Assets
 Web site development costs and computer software developed for internal use
 Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use
 7




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##### 



Accounting for Web Site Development Costs
 Stock-based compensation
 Share-Based
Payment
  Three months ended
    
    Three months endedMarch 31, 2008
    
    March 31, 2007Risk-free interest rate
    
    
    3.15
    %
    
    
    4.55
    %Expected lives (in years)
    
    
    7.0
    
    
    
    7.0Expected dividend yield
    
    None
    
    NoneExpected volatility
    
    
    100.0
    %
    
    
    100.0
    %
  Three months ended
    
    
    Three months endedMarch 31, 2008
    
    
    March 31, 2007Sales and marketing
    
    $
    240
    
    
    $
    120General and administrative
    
    
    339
    
    
    
    292Research and development
    
    
    71
    
    
    
    79Total stock-based compensation expense
    
    $
    650
    
    
    $
    491Basic and diluted net stock-based
compensation expense per share
    
    $
    0.05
    
    
    $
    0.05
 Net loss per share
 Earnings per Share
   8




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##### 



Three months endedMarch 31,2008
    
    
    2007Numerator:Net loss
    
    $
    (2,759
    )
    
    $
    (3,087
    )Denominator:Denominator for basic calculation weighted average shares
    
    
    14,204
    
    
    
    9,298Dilutive common stock equivalents:Options
    
    
    
    
    
    
    Warrants
    
    
    
    
    
    
    Denominator for diluted calculation weighted average shares
    
    
    14,204
    
    
    
    9,298Net loss per share:Basic net loss per share
    
    $
    (0.19
    )
    
    $
    (0.33
    )Diluted net loss per share
    
    $
    (0.19
    )
    
    $
    (0.33
    )
 New accounting pronouncements
 Disclosures
about Derivative Instruments and Hedging Activities, an amendment to FASB Statement No. 133,
 3. Composition of certain balance sheet and statement of operations captions
  March 31,
    
    
    December 31,2008
    
    
    2007Furniture and fixtures
    
    $
    203
    
    
    $
    203Office equipment
    
    
    119
    
    
    
    119Computer equipment
    
    
    1,905
    
    
    
    1,889Computer software
    
    
    1,820
    
    
    
    1,841Leasehold improvements
    
    
    583
    
    
    
    5834,630
    
    
    
    4,635Less accumulated depreciation and amortization
    
    
    (3,405
    )
    
    
    (3,162
    )Property and equipment, net
    
    $
    1,225
    
    
    $
    1,473
 9




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##### 



March 31,
    
    
    December 31,2008
    
    
    2007Developed technology
    
    $
    2,233
    
    
    $
    2,233Non-compete agreements
    
    
    274
    
    
    
    274Purchased technology
    
    
    1,239
    
    
    
    1,239Customer-related
    
    
    1,020
    
    
    
    1,020Patents
    
    
    431
    
    
    
    431Domain name
    
    
    701
    
    
    
    7015,898
    
    
    
    5,898Less accumulated amortization
    
    
    (3,059
    )
    
    
    (2,742
    )Intangible assets, net
    
    $
    2,839
    
    
    $
    3,156
  Three months endedMarch 31,2008
    
    
    2007Interest income
    
    $
    135
    
    
    $
    71Interest expense
    
    
    
    
    
    
    (103
    )Interest expense  non-cash
    
    
    
    
    
    
    (160
    )Interest and other income (expense)
    
    $
    135
    
    
    $
    (192
    )
 4. Operating segment information
 Disclosures about Segments of an Enterprise and Related Information
 Three month endedMarch 31,2008
    
    
    2007Revenue by geographic region:United States
    
    $
    8,704
    
    
    $
    4,873Europe
    
    
    138
    
    
    
    8Total revenue
    
    $
    8,842
    
    
    $
    4,881
 5. Stock option plans
 1999 Plan
  10




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##### 



2000 Plan
  2004 Plan
  2005 Plan
  2007 Plan
  11




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##### 



Weighted
    
    
    AggregateAverage
    
    
    Intrinsic ValueShares
    
    
    Exercise Price
    
    
    (in thousands)Outstanding at December 31, 2007
    
    
    2,703,850
    
    
    $
    5.04Granted
    
    
    14,725
    
    
    
    3.97Cancelled
    
    
    68,587
    
    
    
    3.09Outstanding at March 31, 2008
    
    
    2,649,988
    
    
    $
    5.08
    
    
    $
    898Exercisable at March 31, 2008
    
    
    1,405,918
    
    
    $
    5.41
    
    
    $
    768
    Options Outstanding
    
    Options ExercisableWeightedAverage
    
    Weighted
    
    
    
    
    
    WeightedRemaining
    
    Average
    
    
    
    
    
    AverageContractual
    
    Exercise
    
    
    
    
    
    ExerciseRange of Exercise Prices
    
    Shares
    
    Life
    
    Price
    
    Shares
    
    Price$1.01 - $2.00
    
    
    160,000
    
    
    4.8 years
    
    $
    2.00
    
    
    
    160,000
    
    
    $
    2.00$2.01 - $3.00
    
    
    141,028
    
    
    4.2 years
    
    $
    2.25
    
    
    
    141,028
    
    
    $
    2.25$3.01 - $4.00
    
    
    746,829
    
    
    7.2 years
    
    $
    3.68
    
    
    
    474,857
    
    
    $
    3.72$4.01 - $5.00
    
    
    929,137
    
    
    9.4 years
    
    $
    4.67
    
    
    
    89,656
    
    
    $
    4.60$5.01 - $6.00
    
    
    133,459
    
    
    7.9 years
    
    $
    5.69
    
    
    
    99,841
    
    
    $
    5.69$6.01 - $7.00
    
    
    117,773
    
    
    7.7 years
    
    $
    6.39
    
    
    
    101,847
    
    
    $
    6.38$7.01 - $8.00
    
    
    190,112
    
    
    7.4 years
    
    $
    7.51
    
    
    
    157,873
    
    
    $
    7.54$8.01 - $10.00
    
    
    120,000
    
    
    8.1 years
    
    $
    8.76
    
    
    
    69,166
    
    
    $
    9.18$15.01 - $16.59
    
    
    111,650
    
    
    6.4 years
    
    $
    15.61
    
    
    
    111,650
    
    
    $
    15.612,649,988
    
    
    7.8 years
    
    $
    5.08
    
    
    
    1,405,918
    
    
    $
    5.41
 6. Warrants
  Weighted AverageShares
    
    
    Exercise PriceOutstanding at December 31, 2007
    
    
    3,470,278
    
    
    $
    7.34Expired
    
    
    (625
    )
    
    
    4.00Outstanding and exercisable at March 31, 2008
    
    
    3,469,653
    
    
    $
    7.34
 12




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##### 



Warrants Outstanding and ExercisableWeightedAverage
    
    
    WeightedRemaining
    
    
    AverageContractual
    
    
    ExerciseRange of Exercise Prices
    
    Shares
    
    
    Life
    
    
    Price$0.00 - $3.99
    
    
    173,124
    
    
    
    0.5
    
    
    $
    3.50$4.00 - $4.99
    
    
    873,971
    
    
    
    3.9
    
    
    $
    4.36$5.00 - $5.99
    
    
    867,662
    
    
    
    3.9
    
    
    $
    5.17$7.00 - $7.99
    
    
    537,373
    
    
    
    4.3
    
    
    $
    7.89$9.00 - $9.99
    
    
    537,373
    
    
    
    4.3
    
    
    $
    9.26$10.00 - $19.99
    
    
    315,750
    
    
    
    1.6
    
    
    $
    10.00$20.00 - $25.53
    
    
    164,400
    
    
    
    1.8
    
    
    $
    25.533,469,653
    
    
    
    3.5
    
    
    $
    7.34
 13




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##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 This Quarterly Report on Form 10-Q or certain information included or incorporated by reference in
this report, contains or may contain forward-looking statements that involve risks, uncertainties
and assumptions. All statements, other than statements of historical fact, are statements that
could be deemed forward- looking statements within the meaning of the federal securities laws.
In addition, important factors to consider in evaluating such forward-looking statements include
changes or developments in social, economic, market, legal or regulatory circumstances, changes in
our business or growth strategy or an inability to execute our strategy due to changes in our
industry or the economy generally, the emergence of new or growing competitors, the actions or
omissions of third parties, including customers, competitors and governmental authorities, and
various other factors, including those described or referred to in Item 1A of this Quarterly
Report. Should any one or more of these risks or uncertainties materialize, or the underlying
estimates or assumptions prove incorrect, our actual results could differ materially from those
expressed in the forward-looking statements and there can be no assurance that the forward-looking
statements contained in this report will in fact occur.
 The following discussion and analysis of our financial condition and results of operations should
be read in conjunction with the attached condensed consolidated financial statements and related
notes thereto, and with the audited consolidated financial statements and related notes thereto as
of December 31, 2007 and for the year ended December 31, 2007 included in our Annual Report on Form
10-K filed with the Securities and Exchange Commission on March 10, 2008.
 Overview
   Stock-based compensation
 Share-Based Payment,
  Three months ended
    
    
    Three months endedMarch 31, 2008
    
    
    March 31, 2007Sales and marketing
    
    $
    240
    
    
    $
    120General and administrative
    
    
    339
    
    
    
    292Research and development
    
    
    71
    
    
    
    79Total stock-based compensation expense
    
    $
    650
    
    
    $
    491Basic and diluted net compensation expense per share
    
    $
    0.05
    
    
    $
    0.05
 14




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##### 



Results of Operations
  Three months endedMarch 31,2008
    
    
    2007Revenue
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Search serving
    
    
    16.4
    
    
    
    16.5Sales and marketing
    
    
    86.5
    
    
    
    96.3General and administrative
    
    
    16.3
    
    
    
    27.3Research and development
    
    
    9.9
    
    
    
    14.3Amortization of intangibles
    
    
    3.6
    
    
    
    4.9Total operating expenses
    
    
    132.7
    
    
    
    159.3Operating loss
    
    
    (32.7
    )
    
    
    (59.3
    )Interest and other income (expense)
    
    
    1.5
    
    
    
    (3.9
    )Loss before income taxes
    
    
    (31.2
    )
    
    
    (63.2
    )Provision for income taxes
    
    
    0.0
    
    
    
    0.0Net loss
    
    
    (31.2
    )%
    
    
    (63.2
    )%
 Revenue
  Three months ended March 31,
    
    Percent2008
    
    (*)
    
    2007
    
    (*)
    
    changeLocal domestic
    
    $
    8,038
    
    
    
    90.9
    %
    
    $
    4,083
    
    
    
    83.6
    %
    
    
    96.9
    %Local international
    
    
    138
    
    
    
    1.6
    %
    
    
    8
    
    
    
    0.2
    %
    
    
    1,625.0
    %Total local
    
    
    8,172
    
    
    
    92.5
    %
    
    
    4,091
    
    
    
    83.8
    %
    
    
    99.8
    %National
    
    
    666
    
    
    
    7.5
    %
    
    
    790
    
    
    
    16.2
    %
    
    
    (15.7
    )%Total revenue
    
    $
    8,842
    
    
    
    100.0
    %
    
    $
    4,881
    
    
    
    100.0
    %
    
    
    81.2
    %
 
 (*)
    
     Percent of total revenue.   15




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##### 



Percentage of total revenueThree months endedMarch 31,Customer
    
    2008
    
    2007Yahoo! Inc.
    
    
    47.5
    %
    
    
    47.8
    %Idearc Media Corp.
    
    
    14.5
    %
    
    
    15.6
    %
 Operating expenses:
  Three months ended March 31,
    
    Percent2008
    
    (*)
    
    2007
    
    (*)
    
    changeSearch serving
    
    $
    1,453
    
    
    
    16.4
    %
    
    $
    807
    
    
    
    16.5
    %
    
    
    80.0
    %Sales and marketing
    
    
    7,643
    
    
    
    86.5
    %
    
    
    4,699
    
    
    
    96.3
    %
    
    
    62.7
    %General and administrative
    
    
    1,443
    
    
    
    16.3
    %
    
    
    1,333
    
    
    
    27.3
    %
    
    
    8.3
    %Research and development
    
    
    878
    
    
    
    9.9
    %
    
    
    699
    
    
    
    14.3
    %
    
    
    25.6
    %Amortization and write-down of intangibles
    
    
    318
    
    
    
    3.6
    %
    
    
    237
    
    
    
    4.9
    %
    
    
    34.2
    %Total operating expenses
    
    $
    11,735
    
    
    
    132.7
    %
    
    $
    7,775
    
    
    
    159.3
    %
    
    
    50.9
    %
 
 (*)
    
     Percent of total revenue. Search serving
   Sales and marketing
   16




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##### 



General and administrative
   Research and development
   Amortization of intangibles
  Interest and other income (expense)
  Three months endedMarch 31,2008
    
    
    2007Interest income
    
    $
    135
    
    
    $
    71Interest expense
    
    
    
    
    
    
    (103
    )Interest expense  non-cash
    
    
    
    
    
    
    (160
    )Interest and other income (expense)
    
    $
    135
    
    
    $
    (192
    )
  Provision for income taxes
  17




---



##### 



Liquidity and Capital Resources
  March 31,
    
    
    December 31,2008
    
    
    2007Cash and cash equivalents
    
    $
    14,742
    
    
    $
    14,258Marketable securities
    
    
    
    
    
    
    1,999Total cash, cash equivalents and marketable securities
    
    $
    14,742
    
    
    $
    16,257Working capital
    
    $
    13,448
    
    
    $
    15,002
  Three months ended March 31,2008
    
    
    2007Net cash used in operating activities
    
    $
    (1,508
    )
    
    $
    (2,755
    )Net cash provided by (used in) investing activities
    
    $
    2,004
    
    
    $
    (100
    )Net cash (used in) provided by financing activities
    
    $
    (12
    )
    
    $
    7,968
      Off-Balance Sheet Arrangements
  New Accounting Pronouncements
 Disclosures
about Derivative Instruments and Hedging Activities, an amendment to FASB Statement No. 133,
 18




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##### 



Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 4T. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   Managements Report on Internal Control over Financial Reporting
  Internal
Control-Integrated Framework
 Changes in Internal Control over Financial Reporting
  19




---



##### 



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 1A. Risk Factors.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3. Defaults upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information.
  20




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##### 



Item 6. Exhibits.
 ExhibitNumber
    
    Description31.1*
    
    Certification of Principal Executive Officer Required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended, as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2*
    
    Certification of Principal Financial Officer Required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended, as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1*
    
    Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Filed herewith. 21




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##### 



SIGNATURES
  LOCAL.COM CORPORATIONMay 9, 2008
    
    /s/ Heath B. ClarkeDate
    
    Heath B. ClarkeChief Executive Officer(principal executive officer) and Chairman/s/ Douglas S. NormanDouglas S. NormanChief Financial Officer (principal financialand accounting officer) and Secretary
 22




---



##### 



EXHIBITS FILED WITH THIS REPORT
 ExhibitNumber
    
    Description31.1*
    
    Certification of Principal Executive Officer Required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended, as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2*
    
    Certification of Principal Financial Officer Required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended, as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1*
    
    Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Filed herewith. 23