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			HEIMERL LAW FIRM

				                                                         1 Anderson Road, Suite 105                            New York Office:

						                                                  Bernardsville, New Jersey 07924                              67 Wall Street

				Wolfgang Heimerl                                                                                            Suite 2211, PMB-8370

				Admitted in NJ & NY                                                                              New York, New York 10005

				                                                           Tel: (908) 766-3385                                Tel.: (212) 709-8370

				   Fax: (908) 766-4821

				E-Mail: HeimerlLawFirm@ATT.net

			December 14, 2005

			Via Facsimile

					Mr. Stephen G. Krikorian

				Branch Chief – Accounting

				Division of Corporate Finance

				United States Securities and Exchange Commission

				450 Fifth Street N.W.

				Washington, D.C. 20549

				Re:      SoftNet Technology Corporation

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

					             Form 10-QSB for Fiscal Quarters Ended March 31 and June 30, 2005

					             File No. 0-07693

			Dear Mr. Krikorian:

				            We are in receipt of your comment letter dated November 3, 2005 to SoftNet Technology Corporation (the “Company”) to whom we are legal counsel.

		            Please note, that certain of the comments produced by the Securities and Exchange Commission staff (the “Commission”) relate to one of the Company’s subsidiaries, WholesaleByUs, LLC (WBU). Upon receipt of the initial August 23, 2005 comment letter, the Company’s Board of Directors, key management personnel, and its corporate counsel determined that many of the issues raised by the Commission along with the recent acquisitions of Indigo Technology, Net Centric and Cord Consulting, the Company would dispose of and sell back the WBU subsidiary to the former members of that company. The details of the transaction have been disclosed in the Company’s Form 8-K of November 4, 2005.  The Company will answer these comments raised; however, the Company urges the Commission to consider that this subsidiary will no longer be part of the Company going forward.

			            On behalf of the Company we have addressed your comment letter by reproducing each comment below (in bold) and providing the Company’s response immediately following.

			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.

		The Company clearly understands the importance of accurate and timely reporting to its investors and shareholders. Upon filing each report, there is a substantial cost to the Company with respect to its independent publicly registered accounting firm and its SEC Counsel to review each document. The Company was anticipating getting clearance on some of the issues raised by the Commission to disclose accurately once, therefore minimizing the costs to the Company. The Company’s management team is currently in the process of amending these reports and will get them to the respective independent registered public accounting firm and counsel as soon as practical.

		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 communication issued prior to, and subsequent to, our letter also represent reporting obligations under From 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.

		The Company recognizes that your comment was only an example of the items that would be considered reportable events under Form 8-K. The Company has recently issued Forms 8-K (on October 27, 2005, November 4, 2005 and December 13, 2005) to cover the reportable events raised by the Commission. The Company is also undertaking a review of all press releases issued since the inception of current management, and upon completion of that review, will file the applicable Form 8-K as deemed appropriate. The Company has and will continue to comply with the provisions of filing these forms and will issue where appropriate.

			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.

						FY 2003

						FY 2004

						FQ 3/31/05

						FQ 6/30/05

						Total

				Softnet - Parent

						 $           -

						 $            -

						 $           -

						 $           -

						 $             -

				Solution Technology

						       14,834

						          6,211

						         2,244

						           748

						         24,037

				Softnet International

						              -

						        46,267

						              -

						              -

						         46,267

				WholesaleByUs

						              -

						      291,282

						      155,308

						     198,554

						       645,144

				Indigo Technology

						              -

						               -

						       76,375

						     152,795

						       229,170

				Total

						 $     14,834
===========

						 $    343,760
===========

						 $   233,927
===========

						 $  352,097
===========

						 $     944,618
=============

		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.

		The statement regarding the Company not entering into multiple element arrangements was period specific to the year ended December 31, 2004, for which prior comment 1 was addressed. We understand how this may be considered contradictory to the statement made in the Business section of the filing. The Company’s subsidiary, Solutions Technology has in the past recognized multiple element arrangements, and may do so in the future. The Company in accordance with SAB 104, as stated in the response to the prior comment letter dated August 23, 2005, does recognize revenue when the general criteria for recognition is present. Those being:

			Persuasive evidence of an arrangement exists;

				Delivery has occurred or services have been rendered;

				The seller’s price to the buyer is fixed or determinable, and

				Collectibility is reasonably assured.

		Solutions Technology’s basic agreements are driven off of the fact that this company will install and integrate the system, and then service that system with basic maintenance and support. In 2004, the company entered into contracts to install, with

		services rendered to maintain the system in 2005. As you can see by the chart in comment 3 above, this subsidiary did not generate significant revenue for these periods. The Company has attached a copy of an agreement as requested for your 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 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.

				Within general criteria number 2 of SAB No. 104 as noted above, it states, delivery has occurred or services have been rendered. To better clarify the arrangement that exists, WBU, acts as a consignee, whereby WBU “purchases” the goods simultaneously with the sale of the goods to the customer. The service is rendered when the order is placed and it can take up to 3 to 5 days to ship that order. The service however is performed at placement, and therefore the revenue is recognized at that point. As far as when title and significant risks and rewards pass to the customer, this occurs upon shipment, i.e. FOB shipping point. If a customer were to order a product that falls above the 3 to 5 day shipment window, WBU classifies these as “special orders”. Again, WBU still recognizes revenue upon placement of that order, not shipping date. The accounting does not differ.

				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.

				WBU believes they are both selling a product and providing a service. As noted in response 5a, they simultaneously, “purchase” the goods and sell the goods as a service over the internet. They do, however, perform these services at a rate that reduces cost for the suppliers.

		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.

				WBU considers themselves the primary obligor for their product sales. When a customer orders the goods, it is WBUs’ responsibility to ensure completion of that order. WBU additionally takes responsibility for that order and it is their obligation to either return the money to the customer, or replace the goods with goods acceptable to the customer. Not withstanding that the terms that WBU has with its suppliers provide that the suppliers must accept back the goods if for any reason the goods were not acceptable to the customer, WBU’s suppliers reserve the right to not accept the return of goods if the goods are deemed not to be defective or unacceptable.  Thus, WBU bears the risk that a product returned by a customer will not be accepted for return by the supplier.

				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.

				The answer to your question is that WBU both, offers products for sale on consignment, and has other companies use their site as a portal for which to sell their products. For the later, the Company receives a fee for having the site available for a service, and for the former sells merchandise. WBU under EITF 99-19, still bears the obligation to the supplier, and bares all of the risk in the transaction.

				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.

				As noted in the previous responses above, the sale is actually a consignment sale whereby, the transaction is simultaneous. The customer will order the merchandise, provide payment information, and upon approval WBU will purchase the goods to be sold. No retainage is kept by WBU, they recognize the sale at gross price, and remit the purchase. Any profit on the sale is recognized by WBU.

				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 the recognition of gross revenue is appropriate for sales through WholesaleByUs.

				Factors considered in EITF 99-19, include:

			1)      Primary obligor in an arrangement – responsibility for the fulfillment of the order, including the acceptability of the product or service to the customer. In this case, WBU is responsible – indicating WBU should recognize revenue gross.

				2)      Inventory risk – general inventory risk exists if a company takes title to a product before the product is ordered by a customer or will take title to the product if the customer returns it. WBU orders and sells simultaneous, however, as indicated bears the risk if the goods are unacceptable, therefore should recognize revenue gross.

				3)      Physical loss inventory risk – this exists if the title to the product is transferred at the shipping point and then transferred to the customer upon delivery. As noted above, terms are FOB shipping point.

				4)      Establishment of selling price – WBU establishes selling price, therefore should recognize revenue gross.

				5)      Earnings fixed – this is not the case with WBU. This indicates revenue should be recognized gross.

				6)      Changing the product or perform part of the service – WBU clearly performs part of the service, therefore should recognize revenue gross.

				7)      Multiple suppliers – WBU does utilize a number of suppliers, therefore indicating revenue should be recognized gross.

				8)      Company involved in determining the nature, type, characteristics or specifications of the product or service by the customer – WBU is involved in all of these and therefore should recognize revenue gross.

				9)      Credit risk for the amount billed to the customer – WBU bears credit risk in  their transactions, indicating revenue should be recognized gross.

		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 the footnote disclosures are consistent