Exhibit 99.2
 
UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL INFORMATION


On June 6, 2007, LiveDeal, Inc (formerly known as YP Corp.) (the “Company” or the “Parent), completed its acquisition of LiveDeal, Inc. (“LiveDeal”).  The Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended September 30, 2006 combines the historical consolidated statement of operations of the Parent for the year ended September 30, 2006 and the historical consolidated statement of operations of LiveDeal for the year ended December 31, 2006, giving effect to the acquisition as if it had been completed on October 1, 2005. Although the respective fiscal year ends of the Parent and LiveDeal are different such periods end within 93 days of each other and, therefore, are combined for presentation as permitted under Rule 11.02(c) of Regulation S-X.  The Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended March 31, 2007 combines the historical consolidated statements of operations of the Parent and LiveDeal for the six months ended March 31, 2007, giving effect to the acquisition as if it had been completed on October 1, 2006.  The Unaudited Pro Forma Condensed Combined Balance Sheet combines the historical consolidated balance sheets of the Parent and LiveDeal, giving effect to the acquisition as if it had been completed on September 30, 2006. Although the respective balance sheet dates of the Parent and LiveDeal are different such periods end within 93 days of each other and, therefore, are combined for presentation as permitted under Rule 11.02(c) of Regulation S-X.
 
This information should be read in conjunction with the:

 
·
Accompanying notes to the unaudited pro forma condensed combined financial statements;
 
·
Separate historical financial statements of the Parent as of and for the year ended September 30, 2006 included in the Parent’s Annual Report on Form 10-K for the year ended September 30, 2006;
 
·
Separate historical financial statements of the Parent for the six months ended March 31, 2007 included in the Parent’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007; and
 
·
Separate historical financial statements of LiveDeal as of and for the year ended December 31, 2006 included in this Current Report on Form 8-K/A.

On August 10, 2007, the Parent filed amended and restated articles of incorporation with the Office of the Secretary of State of Nevada, pursuant to which the Company’s name was changed from YP Corp. to LiveDeal, Inc. effective August 15, 2007.  The name change, which was approved by the Company’s board of directors pursuant to discretion granted it by the Company’s shareholders at a special meeting on August 2, 2007.

Effective on August 15, 2007, the Company implemented a 1-for-10 reverse stock split with respect to issued and outstanding shares of its common stock.   The reverse stock split, which was approved by the Company’s board of directors pursuant to its discretion granted by the Company’s shareholders at a special meeting on August 2, 2007.

The unaudited pro forma condensed combined financial statements are provided for informational purposes only.  The pro forma financial statements are not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the acquisition been completed at the dates indicated.  In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future financial position or operating results of the combined company.

The unaudited pro forma condensed combined financial statements were prepared using the purchase method of accounting with the Parent treated as the acquiror.  Accordingly, the historical consolidated financial information has been adjusted to give effect to the impact of the consideration paid in connection with the acquisition.  In the Unaudited Pro Forma Condensed Combined Balance Sheet, the Parent’s cost to acquire LiveDeal has been allocated to the assets acquired and liabilities assumed based upon management’s preliminary estimate of their respective fair values as of the date of acquisition.  The difference between the fair value of the consideration paid and the fair value of the assets and liabilities acquired has been recorded as goodwill.  The amounts allocated to acquired assets and liabilities in the Unaudited Pro Forma Condensed Combined Balance Sheet are based on management’s preliminary internal valuation estimates and consultations with outside valuation experts.  Such amounts are preliminary based on the following:

 
·
The Company is awaiting the final valuation report on its intangible assets and property, plant and equipment.
 
·
The Company is performing further analysis of the realizability of the acquired deferred tax assets.
 
·
Included in the preliminary purchase price are estimated accruals for service providers for which the Company has not received final invoices.
 
 
Accordingly, the pro forma adjustments to allocate the purchase price are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information and are subject to revision based on a final determination of the fair values of the assets acquired and liabilities assumed.

The Unaudited Pro Forma Condensed Combined Statements of Operations also include certain purchase accounting adjustments, including items expected to have a continuing impact on the combined results, such as changes in depreciation and amortization expense resulting from the estimated fair values of acquired tangible and intangible assets.

The Unaudited Pro Forma Condensed Combined Statements of Operations do not include the impact of any potential cost savings or one-time costs that may result from the acquisition.
 
 
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED MARCH 31, 2007

 
   
Historical
    
Historical
    
Pro Forma
    
Pro Forma
    
   
Parent
    
LiveDeal
    
Adjustments
    
Combined
    
                           
Net revenues
   $
13,230,227
     $
1,295,789
     $
-
     $
14,526,016
    
Cost of services
    
1,609,007
      
16,777
      
-
      
1,625,784
    
Gross profit
    
11,621,220
      
1,279,012
      
-
      
12,900,232
    
                                   
Operating expenses:
                                  
General and administrative expenses
    
6,781,364
      
1,896,317
      
121,500
   (c)        
                     
100,500
   (d)        
                      (24,421 )
(e)
  
8,875,260
    
Sales and marketing expenses
    
3,194,793
      
909,874
      
-
      
4,104,667
    
Litigation and related expenses
     (200,718 )    
-
      
-
       (200,718 )  
Total operating expenses
    
9,775,439
      
2,806,191
      
197,579
      
12,779,209
    
Operating income (loss)
    
1,845,781
       (1,527,179 )     (197,579 )    
121,023
    
Other income (expense):
                                  
Interest expense
    
-
       (13,160 )    
13,160
   (f)   
-
    
Interest income
    
164,697
      
15,289
      
-
      
179,986
    
Other income (expense)
    
13,755
      
4,152
      
-
      
17,907
    
Total other income (expense)
    
178,452
      
6,281
      
13,160
      
197,893
    
                                   
                                   
Income before income taxes
    
2,024,233
       (1,520,898 )     (184,419 )    
318,916
    
Income tax provision
     (912,773 )     (800 )    
794,426
   (h)   (119,147 )  
Net income (loss) from continuing operations
   $
1,111,460
     $ (1,521,698 )   $
610,007
     $
199,769
    
                                   
Net income from continuing operations per common share:
                                  
Basic
   $
0.24
  
(j)
                 $
0.03
   (j) 
Diluted
   $
0.23
  
(j) 
                 $
0.03
   (j)
                                   
Weighted average common shares outstanding:
                                  
Basic
    
4,561,425
  
(j)
          
1,675,006
   (i)  
6,236,431
   (j) 
Diluted
    
4,780,872
              
1,675,006
      
6,455,878
    

See accompanying notes to the proforma condensed combined financial statements.
 
 
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 2006
 
         
Parent
          
LiveDeal
                  
   
Historical
    
Reclassifications
    
Historical
    
Reclassifications
    
Pro Forma
      
Pro Forma
    
   
Parent
    
(a)
    
LiveDeal
    
(b)
    
Adjustments
      
Combined
    
                                         
Net revenues
   $
36,881,164
     $ (4,923,217 )   $
2,201,433
     $ (12,505 )   $
-
       $
34,146,875
    
Cost of services
    
8,069,239
       (4,923,217 )    
1,960,083
       (1,930,770 )    
-
        
3,175,335
    
Gross profit
    
28,811,925
      
-
      
241,350
      
1,918,265
      
-
        
30,971,540
    
                                                     
Operating expenses:
                                                    
General and administrative expenses
    
13,800,456
      
1,434,554
      
765,460
      
4,095,770
      
276,000
  
(c)
          
                                     
201,000
   (d)  
   
   
                                      (48,842 )
(e)
    
20,524,398
    
Sales and marketing expenses
    
11,452,465
      
-
      
3,056,631
       (1,072,212 )    
-
        
13,436,884
    
Depreciation and amortization
    
1,434,554
       (1,434,554 )    
-
      
-
      
-
        
-
    
Research and development
    
-
      
-
      
1,105,293
       (1,105,293 )    
-
        
-
    
Equity in LiveDeal Canada
    
-
      
-
      
604,282
      
-
      
-
        
604,282
    
Litigation and related expenses
    
-
      
3,686,804
      
-
      
-
      
-
        
3,686,804
    
Total operating expenses
    
26,687,475
      
3,686,804
      
5,531,666
      
1,918,265
      
428,158
        
38,252,368
    
Operating income (loss)
    
2,124,450
       (3,686,804 )     (5,290,316 )    
-
       (428,158 )       (7,280,828 )  
Other income (expense):
                                                    
Interest expense
    
-
      
-
       (1,619 )    
-
      
1,619
  
(f)
    
-
    
Interest income
    
224,176
      
-
      
73,931
      
-
      
-
        
298,107
    
Gain on sale of investment
    
-
      
-
      
2,686,318
      
-
        -        
2,686,318
   (g)
Loss on attorneys general settlement
     (3,525,000 )    
3,525,000
      
-
      
-
      
-
        
-
    
Other income (expense)
     (186,325 )    
161,804
       (605 )    
-
      
-
         (25,126 )  
Total other income (expense)
     (3,487,149 )    
3,686,804
      
2,758,025
      
-
      
1,619
        
2,959,299
    
                                                     
                                                     
Loss before income taxes
     (1,362,699 )    
-
       (2,532,291 )    
-
       (426,539 )       (4,321,529 )  
Income tax benefit (provision)
    
311,779
      
-
       (800 )    
-
      
1,303,544
  
(h)
    
1,614,523
    
Net loss from continuing operations
   $ (1,050,920 )   $
-
     $ (2,533,091 )   $
-
     $
877,005
       $ (2,707,006 )  
                                                     
Net loss from continuing operations per common share:
                                                    
Basic
   $ (0.23 ) (j)                                    $ (0.44 ) (j) 
Diluted
   $ (0.23 ) (j)                                    $ (0.44 ) (j)
                                                     
Weighted average common shares outstanding:
                                                    
Basic
    
4,495,868
                              
1,675,006
  
(i)
     6,170,874   (j) 
Diluted
    
4,495,868
                              
1,675,006
        
6,170,874
    
 
See accompanying notes to the proforma condensed combined financial statements.
 
 
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENTS OF OPERATIONS

 
The Unaudited Pro Forma Condensed Combined Statements of Operations include the following proforma assumptions and adjustments:

(a)
During 2007, the Parent revisited its historical presentation of its income statement and made the following reclassifications:

 
·
Dilutions and chargebacks have been reclassified from cost of services to a reduction in net revenues.
 
·
Depreciation and amortization expenses that were previously separately stated are now included in general and administrative expenses.
 
·
Litigation and related expenses that were previously included in other income and expense are now separately stated as a component of operating expenses.

(b)
Represents reclassifications of LiveDeal historical financials to conform to the presentation of the Parent. Salaries, wages and other related costs related to the LiveDeal website operation, design and development were previously apportioned to cost of sales, research and development and marketing as required under LiveDeal's original business model.  To conform with Parent's business model and financial presentaion such costs are now included in general and administrative expense.  Also, certain costs associated with revenue sharing agreements that were previously recorded in cost of sales are now recorded as a reduction in net revenues to conform to Parent's busniess model and financial presentation.

(c)
Total other income (expenses) include the non-recurring gain on LiveDeal's sale of a portion of their investment in LiveDeal Canada.

(d)
Represents an increase in intangible asset amortization expense resulting from the purchase price allocation related to LiveDeal’s intangible assets (see notes to the Unaudited Pro Forma Condensed Combined Balance Sheet).  Note that these pro forma combined condensed financial statements reflect a preliminary allocation to property and equipment, liabilities, goodwill and other intangible assets.  The final purchase price allocation may result in a different purchase price allocation than that presented in these pro forma combined condensed financial statements.

(e)
Represents a reduction in depreciation expense resulting from the purchase price allocation related to LiveDeal’s property and equipment (see notes to the Unaudited Pro Forma Condensed Combined Balance Sheet).  Note that these pro forma combined condensed financial statements reflect a preliminary allocation to property and equipment, liabilities, goodwill and other intangible assets.  The final purchase price allocation may result in a different purchase price allocation than that presented in these pro forma combined condensed financial statements.

(f)
Represents the elimination of interest expense associated with a note that was repaid as part of the acquisition.  The note payable to shareholder of $1,021,667 was satisfied through the issuance of 146,371 shares of the Parent common stock (1,463,706 shares prior to the 1-for-10 reverse split previously described).  Interest on the note payable to shareholder was previously recorded at a fixed rate of 5 percent per annum.

(g)
Total other income (expenses) includes the non-recurring gain on LiveDeal's sale of a portion of their investment in LiveDeal Canada.

(h)
The combined provision for income taxes is a result of pro forma adjustments and the combination of the Parent and LiveDeal at an estimated statutory rate of 37 percent for the periods presented.

(i)
The weighted average shares reflect the 1,675,006 shares (16,750,061 shares on a pre-split basis) issued in connection with the acquisition and settlement of the note payable to shareholder as discussed above.
 
(j)
Net loss (income) from continuing operations per share and weighted average common shares outstanding reflect the 1-for-ten reverse stock split previously described.
 
 
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2006

 
   
Historical Parent
    
Historical LiveDeal
    
Pro Forma
      
Pro Forma
  
   
September 30, 2006
    
December 31, 2006
    
Adjustments
      
Combined
  
                           
                           
Assets
                          
Cash and cash equivalents
   $
6,394,775
     $
1,202,956
     $ (391,845 ) (b)   $
7,205,886
  
Certificates of deposit and other investments
    
3,082,053
      
-
                
3,082,053
  
Accounts receivable, net
    
8,015,600
      
335,636
       (207,047 ) (b)     
8,144,189
  
Prepaid expenses and other current assets
    
235,250
      
63,292
       (40,115 ) (b)     
258,427
  
Deferred tax asset
    
1,781,736
      
-
                
1,781,736
  
Total current assets
    
19,509,414
      
1,601,884
       (639,007 )      
20,472,291
  
Accounts receivable, long term
    
1,140,179
      
-
                
1,140,179
  
Property and equipment, net
    
178,883
      
243,519
       (173,519 ) (c)     
248,883
  
Deposits and other assets
    
91,360
      
10,000
      
846
   (b)    
102,206
  
Intangible assets, net
    
5,722,604
      
-
      
2,130,000
   (d)     
7,852,604
  
Goodwill
    
-
      
-
      
7,389,951
   (e)     
7,389,951
  
Deferred tax asset, long term
    
1,334,787
      
-
      
3,545,618
   (f)    
4,880,405
  
Total assets
   $
27,977,227
     $
1,855,403
     $
12,253,889
       $
42,086,519
  
                                   
Liabilities and Stockholders' Equity
                                  
                                   
Liabilities:
                                  
Accounts payable
   $
773,653
     $
287,140
     $
588,141
   (b)    $
1,648,934
  
Accrued liabilities
    
4,565,439
      
451,453
      
413,235
   (a)        
                     
39,049
   (g)     
5,469,176
  
Income taxes payable
    
261,762
      
-
                
261,762
  
Notes payable and capital lease obligations
    
-
      
1,002,229
       (1,000,000 ) (h)     
2,229
  
Total current liabilities
    
5,600,854
      
1,740,822
      
40,425
        
7,382,101
  
Capital lease obligations, long-term
    
-
      
537
       (537 ) (b)     
-
  
Total liabilities
    
5,600,854
      
1,741,359
      
39,888
        
7,382,101
  
Total stockholders' equity
    
22,376,373
      
114,044
       (114,044 ) (i)        
                     
12,328,045
   (a)     
34,704,418
  
                                   
Total liabilities and stockholders' equity
   $
27,977,227
     $
1,855,403
     $
12,253,889
       $
42,086,519
  

See accompanying notes to the proforma condensed combined financial statements.
 
 
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
BALANCE SHEET


The Unaudited Pro Forma Condensed Combined Balance Sheet includes the following pro forma assumptions and adjustments:

(a)
The aggregate purchase price is based on the fair value per share of the Parent common stock and the number of shares of the Parent common stock issued at June 6, 2007 plus an estimated $413,235 of acquisition-related expenses.  The value of the approximate 1,675,006 shares of the Parent common stock  (16,750,061 on a pre-split basis) assumed to be granted at September 30, 2006 is based on the average closing price of the Parent’s common stock for the period from two days prior to two days after the effective date of the transaction.

The following is based on a preliminary assessment of fair value of the assets acquired and liabilities assumed of LiveDeal.  The table below represents a preliminary allocation of the above consideration to LiveDeal’s tangible and intangible assets and liabilities based on the Parent management’s preliminary estimate of their respective fair value as of the date of the acquisition:

Current assets
   $
962,877
  
Property, plant and equipment
    
70,000
  
Goodwill
    
7,389,951
  
Intangible assets
    
2,130,000
  
Deferred tax assets
    
3,545,618
  
Other non-current assets
    
10,846
  
Total assets acquired
    
14,109,292
  
         
Current liabilities
    
1,368,012
  
Total liabilities assumed
    
1,368,012
  
Net assets acquired
   $
12,741,280
  
 
The amounts in the preceding table are preliminary based on the following:

 
·
The Company is awaiting the final valuation report on its intangible assets and property, plant and equipment.
 
·
The Company is performing further analysis of the realizability of the acquired deferred tax assets.
 
·
Included in the preliminary purchase price are estimated accruals for service providers for which the Company has not received final invoices.

For purposes of the preliminary allocation, the Parent has estimated a fair value adjustment for LiveDeal’s property, plant and equipment based on a review of LiveDeal’s historical costs and management’s intended future use.  The fair value of the assets will be depreciated over estimated useful lives of two years.

The Company has estimated the fair value of LiveDeal’s identifiable intangible assets as $2,130,000, allocated as follows:

       
Average
   
Estimated
  
Remaining
   
Fair Value
  
Useful Life
Asset class:
        
Marketing-based intangible assets
   $
1,500,000
  
20 years
Technology-based intangible assets
    
630,000
  
5 years
    $
2,130,000
    

 
   Marketing-based intangible assets include trademarks, trade names and internet domain names, whereas technology-based intangible assets include computer software, technology, databases, and trade secrets.

(b)
Represents adjustments to current assets and liabilities to reflect actual amounts of current asset and liabilities acquired as of the date of the acquisition.

(c)
Represents adjustment to reflect the fair value of property, plant and equipment based on independent valuations.  Such equipment consists primarily of computer software and hardware and has an average estimated useful life of two years.

(d)
Represents adjustment to reflect the fair value of identifiable intangible assets based on independent valuations, consisting of marketing-based intangible assets of $1,500,000 and technology-based intangibles of $630,000 with estimated useful lives of 20 years and 5 years, respectively.

(e)
Represents residual goodwill created from the acquisition.

(f)
Represents adjustment to reflect fair value of deferred tax assets consisting of net operating losses from LiveDeal.  Such assets were estimated based on federal limitations on the use of such losses and internal estimates of realizability.

(g)
Represents adjustment to record payroll tax liability associated with debt related to employee loans that was forgiven as of the date of the acquisition.

(h)
Represents the elimination of note payable to shareholder that was repaid as part of purchase price. The note payable to shareholder of $1,021,667 was satisfied through the issuance of 146,371 shares of Parent's common stock (1,463,706 shares prior to the 1-for-10 reverse stock split previously described). Interest on the note payable to shareholder was previously recorded at a fixed rate of 5 percent per annum.

(i)
Represents elimination of LiveDeal’s historical net book equity, as equity is restated to reflect the purchase price of the acquisition.