SecProbe.io

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Room 4561
								August 23, 2005

James Farinella
Chairman, Chief Executive Officer and President
SoftNet Technology Corporation
One Anderson Road, Suite 105
Bernardsville, NJ  07924

Re:	SoftNet Technology Corporation
Form 10-KSB for Fiscal Year Ended December 31, 2004
Forms 10-QSB for Fiscal Quarters Ended March 31, 2005 and June 30,
2005
		File No. 0-07693

Dear Mr. Farinella:

      We have reviewed the above referenced filings and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-KSB for the Fiscal Year Ended December 31, 2004

Note 2 - Summary of Significant Accounting Policies

Revenue Recognition, page 10

1. With regard to your revenue recognition policies we have the
following comments:

a. We note that you recognize revenue when sales orders are
placed.
For each of your subsidiaries, please clarify how your policies
for
recognizing revenue

address all of the four general criteria identified in SAB 104.
Your
response should also describe how you considered the applicability
of
SOP 97-2 and EITF 99-19.

b. Identify the individual deliverables included in each type of
transaction and the timing under which you provide the
deliverables,
incur costs and are paid by customers, including any up-front fees
you receive. For arrangements consisting of multiple elements,
tell
us how you allocate revenue to the various elements, including the
relevant accounting guidance on which your allocations are based.

c. Tell us the payment terms you offer and what you believe your
normal and customary payment terms are.

Goodwill and Other Intangible Assets, page 11

2. Demonstrate how your disclosures comply with the requirements
of
paragraphs 44 through 46 of SFAS No. 142.

Note 8 - Acquisitions, pages 18 and 19

3. With regard to the Holtermann & Team GmbH and WholesaleByUs,
LLC
acquisitions.

a. Demonstrate how your disclosures meet the requirements of
paragraphs 51 through 57 of SFAS No. 141.

b. Tell us how you valued the shares issued as consideration in
each
acquisition and tell us how your methodology complies with EITF
99-
12. Your response should also address your accounting for any
additional shares subsequently issued, such as the 1 million
shares
issued in June 2005 in connection with the Holtermann acquisition.

4. Consideration paid in connection with the WholesaleByUs
acquisition appears to include contingent consideration based on
the
achievement of specified earnings levels.  Tell us how your
accounting for the issuance of these shares complies with
paragraph
28 of SFAS No. 141.

Note 9 - Stockholders` Equity (Deficit), pages 19 through 24

5. Your disclosure on page 20 suggests that the Class B Preferred
Stock is convertible.  Tell us the conversion terms of your
preferred
stock issuances and how you considered EITF 98-5 and EITF 00-27 in
determining the amount of any beneficial conversion feature.

6. We note that you are to receive an "Investor Membership
Interest"
from Cross Capital in satisfaction of the $2,000,000 subscription
receivable.  Tell us the nature of the "Investor Membership
Interest", how it is valued and whether the subscription
receivable
has been repaid, either in "Investor Membership Interest" or in
exchange for other consideration.

Other

7. Within the Business section you describe what appear to be four
distinct businesses - Solutions Technology, Inc., WholesaleByUs,
LLC,
Indigo Technology Services and SoftNet International GmbH.  Tell
us
why these do not qualify as segments under SFAS No. 131 and how
your
disclosures comply with the requirements SFAS No. 131.  Please
provide an example of the financial information your Chief
Operating
Decision Maker reviews for decisions about resource allocation and
performance assessment as part of your response.

8. It does not appear that you have provided disclosures regarding
Controls and Procedures as required by Items 307 and 308 of
Regulation S-B.  In this regard, your disclosure in Item 7
Controls
and Procedures refers to December 31, 2003 instead of December 31,
2004.  This evaluation should be performed at the end of the
reporting period that is included in the periodic filing.  Please
advise.

Form 10-QSB for the Fiscal Quarter Ended March 31, 2005

Note 8 - Acquisitions, pages 18 and 19

9. With regard to the Indigo Technology Services acquisition,

a. Demonstrate how your disclosures meet the requirements of
paragraph 58 of SFAS No. 141.

b. Tell us how you valued the shares issued as consideration in
each
acquisition and tell us how your methodology complies with EITF
99-
12.

10. It does not appear that you have provided disclosures
regarding
Controls and Procedures as required by Items 307 and 308 of
Regulation S-B.  These disclosures are required to be included in
the
Form 10-QSB as well as the Form 10-KSB.  Please advise.

Form 10-QSB for the Fiscal Quarter Ended June 30, 2005

Note 8 - Acquisitions

11. With regard to the Net Centric Solutions acquisition in April
2005,

a. Demonstrate how your disclosures meet the requirements of
paragraph 58 of SFAS No. 141.

b. Tell us how you valued the shares issued as consideration in
this
transaction and clarify how Net Centric Solutions became a wholly
owned subsidiary of Indigo.  That is, it appears that the former
shareholders of Indigo issued the consideration used to acquire
Net
Centric instead of the company.  It appears that the company`s
shares
that were issued to acquire Indigo were issued to the former
shareholders of Indigo in exchange for their shares in Indigo.
Explain why Indigo would hold shares of the company when these
shares
would be held by the former shareholders of Indigo.  Please
advise.

Form 8-K reporting obligations

12. We note your issuance of recent press releases such as
"SoftNet
Technology Acquires Atlanta, Georgia Based Cord Consulting"
(August
2, 2005), "SoftNet Technology`s 2nd Quarter Revenue Surges Past
1st
Quarter - Generates Record Revenue With 30 Days Still Left In The
Quarter" (May 31, 2005), "SoftNet Technology`s Provides Revenue
Guidance For 3rd and 4th Quarters - 100% Growth Or Higher
Expected"
(July 14, 2005) and "SoftNet Technology Appoints Michael Pollack
To
The Board of Directors - Creates Audit and Controls and Procedures
Committees" (July 13, 2005).  Tell us what consideration you gave
to
potential reporting obligations under Form 8-K in each case.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Tamara Tangen at (202) 551-3443 if you have
questions regarding the above comments.  If you need further
assistance, you may contact me at (202) 551-3488.

      Sincerely,

      Stephen G. Krikorian
      Branch Chief - Accounting

Mr. James Farinella
SoftNet Technology Corporation
August 23, 2005
Page 5

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