##### Table of Contents



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, 2007
 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
  o o þ
 o þ
 Number of shares outstanding at April 30, 2007:
    
    Common:
    
    
    9,304,573Preferred:
    
    
    0




---



##### 



LOCAL.COM CORPORATION
TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONItem 1.
    
    Financial Statements.Condensed Consolidated Balance Sheets as of March 31, 2007 (Unaudited) and December 31, 2006
    
    
    3Condensed Consolidated Statements of Operations for the three months ended March 31, 2007
and 2006 (Unaudited)
    
    
    4Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended
March 31, 2007 and 2006 (Unaudited)
    
    
    5Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2007
and 2006 (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.
    
    
    18Item 4.
    
    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.
    
    
    21EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1
  2




---



##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 LOCAL.COM CORPORATION
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
  March 31,
    
    
    December 31,2007
    
    
    2006(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    8,377
    
    
    $
    3,264Restricted cash
    
    
    70
    
    
    
    41Marketable securities
    
    
    1,979
    
    
    
    1,972Accounts receivable, net of allowances of $9
    
    
    3,196
    
    
    
    2,091Prepaid financing costs
    
    
    1,013
    
    
    
    Prepaid expenses and other current assets
    
    
    273
    
    
    
    302Total current assets
    
    
    14,908
    
    
    
    7,670Property and equipment, net
    
    
    1,855
    
    
    
    2,028Intangible assets, net
    
    
    2,577
    
    
    
    2,813Goodwill
    
    
    12,213
    
    
    
    12,213Long-term restricted cash
    
    
    96
    
    
    
    125Deposits
    
    
    42
    
    
    
    42Total assets
    
    $
    31,691
    
    
    $
    24,891LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    3,596
    
    
    $
    2,851Accrued compensation
    
    
    523
    
    
    
    328Deferred rent
    
    
    380
    
    
    
    432Other accrued liabilities
    
    
    327
    
    
    
    374Notes payable
    
    
    26
    
    
    
    63Deferred revenue
    
    
    230
    
    
    
    245Total current liabilities
    
    
    5,082
    
    
    
    4,293Long-term senior secured convertible notes, net of debt discount of $6,084
    
    
    1,916
    
    
    
    Total liabilities
    
    
    6,998
    
    
    
    4,293Commitments 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;
9,299,918 and 9,297,502 issued and outstanding, respectively
    
    
    
    
    
    
    Additional paid-in capital
    
    
    58,833
    
    
    
    51,657Accumulated comprehensive loss
    
    
    (21
    )
    
    
    (27
    )Accumulated deficit
    
    
    (34,119
    )
    
    
    (31,032
    )Stockholders equity
    
    
    24,693
    
    
    
    20,598Total liabilities and stockholders equity
    
    $
    31,691
    
    
    $
    24,891
  3




---



##### Table of Contents



LOCAL.COM CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
   Three months endedMarch 31,2007
    
    
    2006Revenue
    
    $
    4,881
    
    
    $
    3,151Operating expenses:Search serving
    
    
    807
    
    
    
    1,580Sales and marketing
    
    
    4,699
    
    
    
    2,467General and administrative
    
    
    1,333
    
    
    
    1,804Research and development
    
    
    699
    
    
    
    950Amortization of intangibles
    
    
    237
    
    
    
    237Total operating expenses
    
    
    7,775
    
    
    
    7,038Operating loss
    
    
    (2,894
    )
    
    
    (3,887
    )Interest and other income (expense)
    
    
    (192
    )
    
    
    105Loss before income taxes
    
    
    (3,086
    )
    
    
    (3,782
    )Provision for income taxes
    
    
    1
    
    
    
    1Net loss
    
    $
    (3,087
    )
    
    $
    (3,783
    )Per share data:Basic net loss per share
    
    $
    (0.33
    )
    
    $
    (0.41
    )Diluted net loss per share
    
    $
    (0.33
    )
    
    $
    (0.41
    )Basic weighted average shares outstanding
    
    
    9,298,281
    
    
    
    9,211,044Diluted weighted average shares outstanding
    
    
    9,298,281
    
    
    
    9,211,044
  4




---



##### Table of Contents



LOCAL.COM CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
   Three months endedMarch 31,2007
    
    
    2006Net loss
    
    $
    (3,087
    )
    
    $
    (3,783
    )Other comprehensive income (loss):Foreign currency translation adjustments
    
    
    
    
    
    
    (6
    )Net unrealized gain on marketable securities
    
    
    6
    
    
    
    22Total comprehensive loss
    
    $
    (3,081
    )
    
    $
    (3,767
    )Supplemental comprehensive income (loss) information:Unrealized holding gain arising during period
    
    $
    6
    
    
    $
    6Reclassification adjustment for losses included in net loss
    
    
    
    
    
    
    16Net unrealized gain on marketable securities
    
    $
    6
    
    
    $
    22
  5




---



##### Table of Contents



LOCAL.COM CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
   Three months endedMarch 31,2007
    
    
    2006Cash flows from operating activities:Net loss
    
    $
    (3,087
    )
    
    $
    (3,783
    )Adjustments to reconcile net loss to cash used in operating activities:Depreciation and amortization
    
    
    510
    
    
    
    522Provision for doubtful accounts
    
    
    
    
    
    
    (15
    )Non-cash stock based compensation
    
    
    491
    
    
    
    915Non-cash interest income
    
    
    
    
    
    
    (1
    )Non-cash interest expense
    
    
    137
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (1,105
    )
    
    
    (45
    )Prepaid expenses and other
    
    
    (527
    )
    
    
    1Accounts payable and accrued liabilities
    
    
    841
    
    
    
    (112
    )Deferred revenue
    
    
    (15
    )
    
    
    37Net cash used in operating activities
    
    
    (2,755
    )
    
    
    (2,481
    )Cash flows from investing activities:Capital expenditures
    
    
    (100
    )
    
    
    (10
    )Proceeds from sales of marketable securities
    
    
    
    
    
    
    2,997Net cash (used in) provided by investing activities
    
    
    (100
    )
    
    
    2,987Cash flows from financing activities:Proceeds from issuance of senior secured convertible notes
    
    
    8,000
    
    
    
    Proceeds from issuance of common stock from exercise of options
    
    
    4
    
    
    
    170Proceeds from issuance of common stock from exercise of warrants
    
    
    4
    
    
    
    38Payment of notes payable
    
    
    (37
    )
    
    
    (28
    )Payment of financing related costs
    
    
    (3
    )
    
    
    (3
    )Net cash provided by financing activities
    
    
    7,968
    
    
    
    177Effect of currency changes on cash
    
    
    
    
    
    
    (6
    )Net increase in cash and cash equivalents
    
    
    5,113
    
    
    
    677Cash and cash equivalents, beginning of period
    
    
    3,264
    
    
    
    1,075Cash and cash equivalents, end of period
    
    $
    8,377
    
    
    $
    1,752Supplemental cash flow information:Interest paid
    
    $
    1
    
    
    $
    2Income 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




---



##### Table of Contents



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 Accounting for Web Site Development Costs
 7




---



##### Table of Contents



Stock-based compensation
 Share-Based
Payment Accounting for Stock-Based Compensation
  Three months ended
    
    
    Three months endedMarch 31, 2007
    
    
    March 31, 2006Sales and marketing
    
    $
    120
    
    
    $
    172General and administrative
    
    
    292
    
    
    
    670Research and development
    
    
    79
    
    
    
    73Total stock-based compensation expense
    
    $
    491
    
    
    $
    915Basic and diluted net compensation
expense per share
    
    $
    0.05
    
    
    $
    0.10
  Three months ended
    
    Three months endedMarch 31, 2007
    
    March 31, 2006Risk-free interest rate
    
    
    4.55
    %
    
    
    4.63
    %Expected lives (in years)
    
    
    7.0
    
    
    
    6.0Expected dividend yield
    
    None
    
    NoneExpected volatility
    
    
    100.0
    %
    
    
    125.0
    %
 Net loss per share
 Earnings per Share
   8




---



##### Table of Contents



Three months endedMarch 31,2007
    
    
    2006Numerator:Net loss
    
    $
    (3,087
    )
    
    $
    (3,783
    )Denominator:Denominator for basic calculation weighted
average shares
    
    
    9,298
    
    
    
    9,211Dilutive common stock equivalents:Senior secured convertible notes
    
    
    
    
    
    
    Options
    
    
    
    
    
    
    Warrants
    
    
    
    
    
    
    Denominator for diluted calculation weighted
average shares
    
    
    9,298
    
    
    
    9,211Net loss per share:Basic net loss per share
    
    $
    (0.33
    )
    
    $
    (0.41
    )Diluted net loss per share
    
    $
    (0.33
    )
    
    $
    (0.41
    )
 Income taxes
 Accounting for Uncertainty in Income Taxes Accounting for Income Taxes
     New accounting pronouncements
 The Fair
Value Option for Financial Assets and Financial Liabilities
 9




---



##### Table of Contents



3. Composition of certain balance sheet and statement of operations captions
  March 31,
    
    
    December 31,2007
    
    
    2006Furniture and fixtures
    
    $
    203
    
    
    $
    201Office equipment
    
    
    119
    
    
    
    91Computer equipment
    
    
    1,750
    
    
    
    1,750Computer software
    
    
    1,545
    
    
    
    1,473Leasehold improvements
    
    
    583
    
    
    
    5834,200
    
    
    
    4,098Less accumulated depreciation and amortization
    
    
    (2,345
    )
    
    
    (2,070
    )Property and equipment, net
    
    $
    1,855
    
    
    $
    2,028
  March 31,
    
    
    December 31,2007
    
    
    2006Developed technology
    
    $
    2,233
    
    
    $
    2,233Non-compete agreements
    
    
    261
    
    
    
    261Purchased technology
    
    
    1,239
    
    
    
    1,239Domain name
    
    
    701
    
    
    
    7014,434
    
    
    
    4,434Less accumulated amortization
    
    
    (1,857
    )
    
    
    (1,621
    )Intangible assets, net
    
    $
    2,577
    
    
    $
    2,813
  Three months endedMarch 31,2007
    
    
    2006Interest income
    
    $
    71
    
    
    $
    108Interest expense
    
    
    (103
    )
    
    
    (2
    )Interest expense  non-cash
    
    
    (160
    )
    
    
    Gain on sale of fixed assets
    
    
    
    
    
    
    15Realized loss on sale of marketable securities
    
    
    
    
    
    
    (16
    )Interest and other income (expense)
    
    $
    (192
    )
    
    $
    105
 10




---



##### Table of Contents



4. Operating segment information
 Disclosures about Segments of an Enterprise and Related Information
 Three month endedMarch 31,2007
    
    
    2006Revenue by geographic region:United States
    
    $
    4,873
    
    
    $
    3,092Europe
    
    
    8
    
    
    
    59Total revenue
    
    $
    4,881
    
    
    $
    3,151
 5. Stock option plans
 1999 Plan
  2000 Plan
  2004 Plan
  11




---



##### Table of Contents



2005 Plan
   Weighted
    
    
    AggregateAverage
    
    
    Intrinsic ValueShares
    
    
    Exercise Price
    
    
    (in thousands)Outstanding at December 31, 2006
    
    
    1,933,363
    
    
    $
    5.10Granted
    
    
    72,000
    
    
    
    4.18Exercised
    
    
    (1,416
    )
    
    
    2.81Cancelled
    
    
    (94,886
    )
    
    
    5.01Outstanding at March 31, 2007
    
    
    1,909,061
    
    
    $
    5.07
    
    
    $
    9,673Exercisable at March 31, 2007
    
    
    1,104,125
    
    
    $
    5.35
    
    
    $
    5,910
    Options Outstanding
    
    
    Options ExercisableWeightedAverage
    
    
    Weighted
    
    
    
    
    
    
    WeightedRemaining
    
    
    Average
    
    
    
    
    
    
    AverageContractual
    
    
    Exercise
    
    
    
    
    
    
    ExerciseRange of Exercise Prices
    
    Shares
    
    
    Life
    
    
    Price
    
    
    Shares
    
    
    Price$0.00 - $1.00
    
    
    23,625
    
    
    
    0.8
    
    
    $
    0.40
    
    
    
    23,625
    
    
    $
    0.40$1.01 - $2.00
    
    
    175,000
    
    
    
    2.6
    
    
    $
    2.00
    
    
    
    175,000
    
    
    $
    2.00$2.01 - $3.00
    
    
    152,815
    
    
    
    5.3
    
    
    $
    2.25
    
    
    
    152,815
    
    
    $
    2.25$3.01 - $4.00
    
    
    808,757
    
    
    
    7.9
    
    
    $
    3.70
    
    
    
    280,374
    
    
    $
    3.91$4.01 - $5.00
    
    
    108,000
    
    
    
    8.1
    
    
    $
    4.42
    
    
    
    18,333
    
    
    $
    4.21$5.01 - $6.00
    
    
    149,638
    
    
    
    7.3
    
    
    $
    5.67
    
    
    
    110,719
    
    
    $
    5.71$6.01 - $7.00
    
    
    114,064
    
    
    
    8.5
    
    
    $
    6.37
    
    
    
    80,048
    
    
    $
    6.38$7.01 - $8.00
    
    
    185,944
    
    
    
    8.4
    
    
    $
    7.52
    
    
    
    97,872
    
    
    $
    7.54$8.01 - $10.00
    
    
    70,000
    
    
    
    8.1
    
    
    $
    9.17
    
    
    
    65,833
    
    
    $
    9.19$15.01 - $16.59
    
    
    121,218
    
    
    
    7.2
    
    
    $
    15.56
    
    
    
    99,506
    
    
    $
    15.551,909,061
    
    
    
    7.1
    
    
    $
    5.07
    
    
    
    1,104,125
    
    
    $
    5.35
 12




---



##### Table of Contents



6. Warrants
  Weighted AverageShares
    
    
    Exercise PriceOutstanding at December 31, 2006
    
    
    1,043,664
    
    
    $
    9.11Issued
    
    
    1,735,324
    
    
    
    5.23Exercised
    
    
    (1,000
    )
    
    
    3.75Expired
    
    
    (625
    )
    
    
    4.00Outstanding at March 31, 2007
    
    
    2,777,363
    
    
    $
    6.68Exercisable at March 31, 2007
    
    
    1,185,323
    
    
    $
    8.65
  Warrants Outstanding
    
    
    Warrants ExercisableWeightedAverage
    
    
    Weighted
    
    
    
    
    
    
    WeightedRemaining
    
    
    Average
    
    
    
    
    
    
    AverageContractual
    
    
    Exercise
    
    
    
    
    
    
    ExerciseRange of Exercise Prices
    
    Shares
    
    
    Life
    
    
    Price
    
    
    Shares
    
    
    Price$0.00 - $3.99
    
    
    400,950
    
    
    
    1.4
    
    
    $
    3.59
    
    
    
    400,950
    
    
    $
    3.59$4.00 - $4.99
    
    
    1,013,601
    
    
    
    4.3
    
    
    $
    4.70
    
    
    
    217,581
    
    
    $
    4.27$5.00 - $5.99
    
    
    867,662
    
    
    
    4.9
    
    
    $
    5.63
    
    
    
    71,642
    
    
    $
    5.63$8.00 - $9.99
    
    
    15,000
    
    
    
    0.5
    
    
    $
    8.00
    
    
    
    15,000
    
    
    $
    8.00$10.00 - $19.99
    
    
    315,750
    
    
    
    2.6
    
    
    $
    10.00
    
    
    
    315,750
    
    
    $
    10.00$20.00 - $25.53
    
    
    164,400
    
    
    
    2.8
    
    
    $
    25.53
    
    
    
    164,400
    
    
    $
    25.532,777,363
    
    
    
    3.8
    
    
    $
    6.68
    
    
    
    1,185,323
    
    
    $
    8.65
 7. Private Placement
    13




---



##### Table of Contents



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, 2006 and for the year ended December 31, 2006 included in our Annual Report on Form
10-K filed with the Securities and Exchange Commission on March 16, 2007.
 Overview
   Stock-based compensation
 Share-Based Payment, Accounting for Stock-Based Compensation
 14




---



##### Table of Contents



Three months ended
    
    
    Three months endedMarch 31, 2007
    
    
    March 31, 2006Sales and marketing
    
    $
    120
    
    
    $
    172General and administrative
    
    
    292
    
    
    
    670Research and development
    
    
    79
    
    
    
    73Total stock-based compensation expense
    
    $
    491
    
    
    $
    915Basic and diluted net compensation
expense per share
    
    $
    0.05
    
    
    $
    0.10
 Income taxes
 Accounting for Uncertainty in Income Taxes Accounting for Income Taxes
     15




---



##### Table of Contents



Results of Operations
  Three months endedMarch 31,2007
    
    
    2006Revenue
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Search serving
    
    
    16.5
    
    
    
    50.1Sales and marketing
    
    
    96.3
    
    
    
    78.3General and administrative
    
    
    27.3
    
    
    
    57.3Research and development
    
    
    14.3
    
    
    
    30.1Amortization of intangibles
    
    
    4.9
    
    
    
    7.5Total operating expenses
    
    
    159.3
    
    
    
    223.3Operating loss
    
    
    (59.3
    )
    
    
    (123.3
    )Interest and other income (expense)
    
    
    (3.9
    )
    
    
    3.3Loss before income taxes
    
    
    (63.2
    )
    
    
    (120.0
    )Provision for income taxes
    
    
    0.0
    
    
    
    0.0Net loss
    
    
    (63.2
    )%
    
    
    (120.0
    )%
 Three months ended March 31, 2007 and 2006
 Revenue
     16




---



##### Table of Contents



Search serving
  Sales and marketing
  General and administrative
  Research and development
  Amortization of intangibles
  Interest and other income (expense)
  Provision for income taxes
  Net loss
  17




---



##### Table of Contents



Liquidity and Capital Resources
      Off-Balance Sheet Arrangements
  New Accounting Pronouncements
 The Fair
Value Option for Financial Assets and Financial Liabilities
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  Interest Rate Risk
   18




---



##### Table of Contents



Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
    Changes in Internal Control Over Financial Reporting
  19




---



##### Table of Contents



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




---



##### Table of Contents



Item 6. Exhibits.
 ExhibitNumber
    
    Description4.1(1)
    
    Purchase Agreement dated February 22, 2007 by and among the
Registrant, Hearst Communication Inc., SRB Greenway Capital, L.P.,
SRB Greenway Capital (QP), L.P. and SRB Greenway Offshore
Operating Fund, L.P.4.2(1)
    
    Form of warrants to be issued to GunnAllen Financial, Inc. and
Norman K. Farra Jr.4.3(2)
    
    Amendment No. 1 to Purchase Agreement dated March 29, 2007 by and
among Registrant, Hearst Communication Inc., SRB Greenway Capital,
L.P., SRB Greenway Capital (QP), L.P. and SRB Greenway Offshore
Operating Fund, L.P.10.1(3)
    
    Amended and Restated PFP Advertiser Distribution Agreement dated
March 1, 2007 by and among the Registrant and Idearc Media Corp.31.1*
    
    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.(1)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with
the Securities and Exchange Commission on February 26, 2007.(2)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with
the Securities and Exchange Commission on April 4, 2007.(3)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with
the Securities and Exchange Commission on March 7, 2007. Application has been made with the
Securities and Exchange Commission to seek confidential treatment of certain provisions.
Omitted material for which confidential treatment has been requested has been filed
separately with the Securities and Exchange Commission. 21




---



##### Table of Contents



SIGNATURES
  LOCAL.COM CORPORATIONMay 10,
2007Date
    
    /s/ Heath B. Clarke

Heath B. ClarkeChief Executive Officer(principal executive officer) and Chairman/s/ Douglas S. Norman

Douglas S. NormanChief Financial Officer (principal financialand accounting officer) and Secretary
 22




---



##### Table of Contents



EXHIBITS FILED WITH THIS REPORT
 ExhibitNumber
    
    Description4.1(1)
    
    Purchase Agreement dated February 22, 2007 by and among the
Registrant, Hearst Communication Inc., SRB Greenway Capital, L.P.,
SRB Greenway Capital (QP), L.P. and SRB Greenway Offshore
Operating Fund, L.P.4.2(1)
    
    Form of warrants to be issued to GunnAllen Financial, Inc. and
Norman K. Farra Jr.4.3(2)
    
    Amendment No. 1 to Purchase Agreement dated March 29, 2007 by and
among Registrant, Hearst Communication Inc., SRB Greenway Capital,
L.P., SRB Greenway Capital (QP), L.P. and SRB Greenway Offshore
Operating Fund, L.P.10.1(3)
    
    Amended and Restated PFP Advertiser Distribution Agreement dated
March 1, 2007 by and among the Registrant and Idearc Media Corp.31.1*
    
    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.(1)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with
the Securities and Exchange Commission on February 26, 2007.(2)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with
the Securities and Exchange Commission on April 4, 2007.(3)
    
    Incorporated by reference from the Registrants Current Report on Form 8-K, filed with
the Securities and Exchange Commission on March 7, 2007. Application has been made with the
Securities and Exchange Commission to seek confidential treatment of certain provisions.
Omitted material for which confidential treatment has been requested has been filed
separately with the Securities and Exchange Commission. 23