SecProbe.io

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Room 4561
								November 3, 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 your responses to the comments raised in
our
letter dated August 23, 2005 and have the following comments.

      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.

General

1. We note your intent to "amend and restate where necessary" upon
the clearance of the comment process.  You are reminded that
amendments are considered to contain information material to
investors and accordingly should be filed as soon as possible.
You
should not delay filing the amendments until the completion of the
comment process.

2. With regard to your reporting obligations under Form 8-K, you
are
advised that the Staff has not undertaken a review of all of your
press releases.  Press releases referred to in our comment letter
of
August 23, 2005 were provided as examples only.  You should
determine
whether other communications issued prior to, and subsequent to,
our
letter also represent reporting obligations under Form 8-K and
report
accordingly.  Similarly, you should also ensure that documents
filed
as exhibits are provided in their entirety so as to include all
related schedules and appendices.

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

Prior comment 1:

3. Tell us the amount of revenue generated by each of your
subsidiaries in each of the two most recent fiscal years and each
quarter in 2005.

4. We note your statement that the Company does not enter into
multiple element arrangements.  Please refer to the discussion
within
the Business section wherein you describe the Solutions Technology
subsidiary as providing "turnkey solutions."  The discussion
suggests
that these "solutions" include a variety of elements, including,
installation and integration services, hardware, software,
maintenance services and payroll processing services.  Please
clarify
why you do not believe that your arrangements contain multiple
elements.  Describe a standard customer agreement, how your
revenue
recognition policies address each element in the agreement and
provide a copy of your most significant customer agreement for our
review.

5. With regard to the revenue recognition policies of
WholesaleByUS
we have the following comments:

a. Clarify how your recognition of revenue "upon the sales orders
being placed" satisfies the delivery requirements of SAB No. 104.
Although, according to your response, "delivery occurs within two
to
three days after" the customer places an order, it is not clear
whether orders are shipped on the same day and what your shipping
terms are.  That is, when do title and the significant risks and
rewards of ownership pass to the customer?  Tell us whether
shipments
occur on the same day on which orders are placed and whether your
shipping terms are FOB destination or shipping point.  Tell us how
your accounting differs when an item is categorized as a "special
order" and shipment does not occur for an extended period of time.

b. Your discussion within the Business section suggests that you
are
providing the underlying technology for sellers to transact sales
over the internet, that is, your WBU system provides a forum for
sellers to reach buyers, rather than actually selling products.
You
state that "WBU bundles an accounting package along with the most
advanced shipping and tracking system around further reducing the
cost" for suppliers selling on the internet.  Please clarify
whether
you are selling products, providing services or both.

6. With regard to your analysis of EITF 99-19 we have the
following
comments:

a. Tell us why you believe you are the primary obligor for product
sales on WholesaleByUs. Your response should include, but not be
limited to, your responsibility for product fulfillment, including
the acceptability of the product purchased by the customer, under
what circumstances you accept returns from your customers and
whether
you may, in turn, return products to your suppliers.

b. Tell us why you believe you have latitude in establishing
product
pricing.  Statements within your Business section indicate that
individual sellers upload their products onto your site in order
to
reach buyers.  Such statements suggest that these individual
sellers
would also determine pricing for their products.  Clarify whether
the
Company offers products for sale or whether products for sale
through
the site have been posted by individual sellers.

c. We understand from your response that you obtain credit card
information from customers when orders are placed and that card
rejections result in the cancellation of product shipment.  We
note
from your filing that the WBU system "automatically pay[s] the
supplier" following an internet sale.  Tell us whether you remit
the
total purchase price charged to a customer`s credit card or
whether
the Company retains a portion of the customer payment.

d. Your response addressed only a portion of the indicators of
gross
revenue reporting set forth in EITF 99-19.  Please tell us how you
have considered each of the factors described in paragraphs 8, 10,
11, 12 and 13 in determining that recognition of gross revenue is
appropriate for sales through WholesaleByUs.
Prior comment 2:

7. Your response to prior comment 2 fails to demonstrate how the
disclosures in the intangible asset footnote comply with
paragraphs
44 through 46 of SFAS No. 142.  Revise your filing to provide the
required disclosures.  You may wish to refer to the disclosure
illustration presented in Appendix C, Note C.

In addition, ensure that footnote disclosures are consistent with
the
amounts presented in the financial statements.  That is,
disclosures
on page 11 state that goodwill of $400,000 exists as of December
31,
2004 while the balance sheet reflects a goodwill balance of
$1,200,000. Revise accordingly.

Prior comment 3b:

8. With regard to the "organizational expenses to improve [your]
German subsidiaries` financial standing" for which you issued
1,000,000 shares, tell us

a. to whom the shares were issued,

b. the nature of the "organizational expenses" to which you refer,

c. the accounting literature that supports your intended
accounting,
that is, the classification of $210,000 as "organizational
expenses".

9. Also with respect to the Holtermann acquisition, it does not
appear that you have filed the audited financial statements or the
pro forma financial information required by Regulation S-B Items
310(c) and 310(d), respectively.  We note that you filed a Form 8-
K
on April 28, 2004 to report the acquisition, however, you appear
to
have excluded the financial statements and pro forma financial
information required to be filed under Item 7.  Your notation
within
the filing that financial statements of the business acquired are
"available through request of the Company" is not appropriate.  It
is
also not clear why you believe the pro forma financial information
required by Item 7b is "Not Applicable".  Please revise or tell us
why you do not believe a revision is necessary.

10. With respect to the WholesaleByUs acquisition, it does not
appear
that you have filed the audited financial statements or the pro
forma
financial information required by Items 310(c) and 310(d),
respectively, of Regulation S-B.  We note that you filed a Form 8-
K
on September 23, 2004 to report the acquisition, however, you
appear
to have excluded the financial statements and pro forma financial
information required to be filed under Item 9.01.  It is also not
clear why you believe the financial statements of the business
acquired and the pro forma financial information required by Item
9.01, paragraphs a and b, are "Not Applicable".  Please revise or
tell us why you do not believe a revision is necessary.

Prior comment 4:

11. Your disclosures regarding the number of shares issued in the
WholesaleByUs acquisition are inconsistent in your filings.  For
example, within Note 1 in the Form 10-KSB you state that WBU was
acquired for cash and 20,000,000, while in Note 8 you refer to
5,000,000 shares.  Please revise future filings to indicate the
actual number of shares issued in the acquisition.  This comment
is
also applicable to your filings on Forms 10-QSB.

12. We note your statement in Note 1 that if the sale criteria set
forth in the WholesaleByUs acquisition are not reached " these
shares
are to be returned to the Company." According to the Acquisition
Agreement filed with From 8-K on September 23, 2004, it appears
that
SoftNet "reserves the right to repurchase" certain shares if
revenue
targets are not attained.  Revise future filings to reflect the
terms
of the repurchase option, including that the shares may be
repurchased at par value.

Prior comment 5:

13. With regard to the Cross Capital transaction we have the
following further comments:

a. It appears that, in addition to convertible preferred shares,
you
issued warrants to purchase shares of common stock.  Tell us how
you
have accounted for these instruments and why you have not provided
disclosures regarding them in your financial statements.

b. It appears that the consideration received in exchange for the
preferred shares and warrants is an "Investment Interest".  Please
tell us the business purpose behind your "investment" and how you
determined that "funds" were to be received from this investment.

c. Tell us the basis for your "cancellation" of the agreement, as
it
is not clear from documents available to us that you have the
right
of cancellation.

d. Your response indicates that you no longer believe the
"subscription receivable" is collectible.  Tell us why you believe
that you have a valid receivable, that is, why the receivable has
not
been written off.

14. We note that you filed the Cross Capital Fund, LLC Investment
Exchange Agreement as an exhibit to Form 8-K filed on April 28,
2004.
Provide us with, and amend the filing to include, all related
documents and schedules, including (but not limited to) the
"Operating Agreement" and Schedule A "the Warrant".
Prior comment 9a:

15. We have considered your response to prior comment 9, wherein
you
state that disclosures required by paragraph 58 of SFAS No. 141
have
not been provided because you do not consider the Indigo
Technology
Services acquisition to have been a material business combination.
We disagree with your assessment, primarily due to the fact that
the
value of consideration paid for the acquisition ($1,350,000)
exceeds
75% of your total assets as of December 31, 2004.  Accordingly, we
believe that you should revise your filings to provide all
disclosures required by paragraph 58 of SFAS No. 141.

16. In addition, with regard to the Indigo acquisition, it does
not
appear that you have filed the audited financial statements or the
pro forma financial information required by Items 310(c) and
310(d),
respectively, of Regulation S-B.  We note that you filed a Form 8-
K
on May 10, 2005 to report the Indigo acquisition, however, you
appear
to have excluded the financial statements and pro forma financial
information required to be filed under Item 9.01.  It is also not
clear why you believe the financial statements of the business
acquired and the pro forma financial information required by Item
9.01, paragraphs a and b, are "Not Applicable".  Please revise or
tell us why you do not believe a revision is necessary.

Prior comment 11:

17. Clarify why you believe that Indigo and Net Centric were both
acquired for 9,000,000 shares of common stock.  It appears, from
your
disclosures and your response, that Indigo, a corporation, was
acquired for 9,000,000 shares on February 22, 2005.  Indigo`s
shareholders would have become, at that time, former Indigo
shareholders.  Following the acquisition of Indigo by SoftNet in
February 2005, it is unclear how shares received as consideration
in
the previous transaction were used by certain former shareholders
of
Indigo to acquire Net Centric in April 2005.  Please advise.

Press release dated August 18, 2005

18. We note that in an August 18, 2005 press release you stated
that
due to "recent changes in accounting procedures, approximately
$100,000 plus in additional booked revenue is not reflected in
this
statement" and that you intend to file an amended Form 10-QSB for
the
second quarter.  Please tell us what changes have been made to
your
accounting procedures or policies, the reasons for these changes
and
the amount by which revenue was misstated in the Form 10-QSB that
you
filed on the same day that you made these statements. Tell us when
you intend to file an amendment to your previously filed Form 10-
QSB.

June 2005 Loan Agreement

19. We note that in June 2005 you entered into a loan agreement
whereby 100,000,000 Class A common shares were issued as security.
Tell us the significant terms of this loan agreement and provide
us
with a copy of all documents associated with this transaction.
Tell
us why you have not filed these documents as exhibits.

      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.

	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
November 3, 2005
Page 7

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