SEC Comment Letter for hopTo Inc. (CIK 0001021435) — Oct 12, 2005

hopTo Inc. (CIK 0001021435)
Date: Oct. 12, 2005 · CIK: 0001021435 · Accession: 0000000000-05-052212

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AI Filing Summary & Sentiment

File numbers found in text: 000-21683

Referenced dates: September 29, 2005

Date

October 11, 2005

Author

Stephen Krikorian

Form

UPLOAD

Company

hopTo Inc. (CIK 0001021435)

Letter

Mail Stop 4561 October 11, 2005 William D. Swain Secretary and Chief Financial Officer GraphOn Corporation 3130 Winkle Avenue Santa Cruz, California 95065

Re: GraphOn Corporation Form 10-Q: For the Quarterly Period Ended March 31, 2005 Filed May 23, 2005 File No. 000-21683

Dear Mr. Swain,

We have received you response letter dated September 29, and have the following accounting comment on your financial statements.

Form 10-Q For the Period Ending March 31, 2005

Note 3. 2005 Private Placement, Page 6 1. We note in your response to prior comment # 4 that you continue to believe the holder`s lack of control over the ability to convert results in the inapplicability of the guidance in EITF 98-5. As previously requested, tell us what authoritative literature you relied upon to make this determination. That is, indicate the basis for your analysis of the "two essential criteria of a convertible security." The instruments were "preferred stock" and contained a conversion feature that even though it was automatic the instruments were still convertible. Further, since a beneficial conversion feature existed at the date of the private placement, tell us how you considered the guidance in paragraph 13 of EITF 98-5.

* * * * *

You may contact Stephen Krikorian, Accounting Branch Chief at (202) 551-3730 if you have question regarding comments on the financial statements and related matters.

Sincerely,
Stephen Krikorian
Accounting Branch Chief

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<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4561

      October 11, 2005

William D. Swain
Secretary and Chief Financial Officer
GraphOn Corporation
3130 Winkle Avenue
Santa Cruz, California 95065

	Re:	GraphOn Corporation
		Form 10-Q: For the Quarterly Period Ended March 31, 2005
		Filed May 23, 2005
		File No. 000-21683

Dear Mr. Swain,

      We have received you response letter dated September 29,
2005
and have the following accounting comment on your financial
statements.

Form 10-Q For the Period Ending March 31, 2005

Note 3.  2005 Private Placement, Page 6
1. We note in your response to prior comment # 4 that you continue
to
believe the holder`s lack of control over the ability to convert
results in the inapplicability of the guidance in EITF 98-5.  As
previously requested, tell us what authoritative literature you
relied upon to make this determination.  That is, indicate the
basis
for your analysis of the "two essential criteria of a convertible
security."  The instruments were "preferred stock" and contained a
conversion feature that even though it was automatic the
instruments
were still convertible.  Further, since a beneficial conversion
feature existed at the date of the private placement, tell us how
you
considered the guidance in paragraph 13 of EITF 98-5.

*	*	*	*	*

      You may contact Stephen Krikorian, Accounting Branch Chief
at
(202) 551-3730 if you have question regarding comments on the
financial statements and related matters.

							Sincerely,

							Stephen Krikorian
      						Accounting Branch Chief

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William D. Swain
GraphOn Corporation
October 11, 2005
Page 1

</TEXT>
</DOCUMENT>

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