Softnet Technology (SOFN) 10QSB 2005 Q3 Quarterly report (small business)

Securities and Exchange Commission
Washington, D.C.

FORM 10QSB

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

       For the quarterly period ended September 30, 2005

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

       For the transition period from                            to                            

000-07693
(Commission file number)


SoftNet Technology Corporation
(Exact name of small business issuer as specified in its charter)

Nevada                                                                                13-4096315
              (State or other jurisdiction                                                            (IRS Employer                     
       of incorporation or organization)                                                  Identification No.)              

One Anderson Road, Suite 105
Bernardsville, New Jersey 07924
(Address of principal executive offices) (Zip Code)


(908) 204-9911
(Issuer's telephone number)


T & G2, Inc.
(Former name, former address and former fiscal year, if changed
since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ].

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of latest practicable date: Class A 399,619,692 shares of Common Stock, $0.001 par value, as of November 21, 2005; 5,000,000 Class B $0.001 par value as of November 21, 2005.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005 AND 2004

2

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)


INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheet as of September 30, 2005                                             4

Condensed Consolidated Statements of Operations for the Nine and Three Months Ended
   September 30, 2005 and 2004                                                                                                 5

Condensed Consolidated Statement of Comprehensive Income (Loss) for the
    Nine Months Ended September 30, 2005 and 2004                                                                 6

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
   September 30, 2005 and 2004                                                                                              7-8

Notes to Condensed Consolidated Financial Statements                                                          9-32

3

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G2 INC.)
CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2005
ASSETS
Current Assets:
Cash and cash equivalents	$         93,956
Accounts receivable, net	282,265
Current portion of notes receivable	225,000
Inventory	22,440
Prepaid expenses and other current assets	28,809
Total Current Assets	652,470
Notes receivable, net of current portion	140,000
Fixed assets, net of depreciation	22,304
Deposits	8,540
Customer lists, net of amortization	188,889
Goodwill, net of impairment	2,477,595
TOTAL ASSETS	$    3,489,798
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Current Liabilities:
Accounts payable and accrued expenses	$       825,722
Due to related parties	415,128
Current portion of notes payable	546,667
Total Current Liabilities	1,787,517
LONG-TERM LIABILITIES
Notes payable, net of current portion	500,000
Total Liabilities	2,287,517
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock, Series A, $1.00 Par Value; 5,000,000 shares
authorized, 0 shares issued and outstanding	-
Preferred Stock, Series B, $.001 Par Value; 5,000,000 shares
authorized, and 2,000,000 shares issued and outstanding	2,000
Common Stock, Class A, $.001  Par Value; 500,000,000
shares authorized, 399,619,692 shares issued ,
150,000,000 and 0 shares held in escrow and
and 249,619,692 shares outstanding	399,620
Common Stock, Class B, $.001  5,000,000 shares authorized
and 4,800,000 shares issued and outstanding	4,800
Subscriptions receivable	(2,000,000)
Stock issued as collateral for note payable	(900,000)
Additional paid-in capital	25,120,160
Accumulated other comprehensive income (loss)	81,606
Deficit	(21,505,905)
Total Stockholders' Equity (Deficit)	1,202,281
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$    3,489,798

The accompanying notes are an integral part of the condensed consolidated financial statements.
4

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G2 INC.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
	NINE MONTHS ENDED		THREE MONTHS ENDED
	SEPTEMBER 30,		SEPTEMBER 30,
	2005	2004	2005	2004
OPERATING REVENUES
Revenue	$           906,652	$         74,451	$         320,628	$       71,000
COST OF SALES	659,391	108,827	329,682	78,267
GROSS PROFIT	247,261	(34,376)	(9,054)	(7,267)
OPERATING EXPENSES
Professional fees and compensation expenses	1,027,906	527,752	288,567	135,893
Advertising and marketing expenses	581,058	72,317	337,425	18,929
General and administrative expenses	685,833	141,322	357,264	83,146
Depreciation, amortization and impairment	18,430	865,679	12,460	5,312
Total Operating Expenses	2,313,227	1,607,070	995,716	243,280
LOSS BEFORE OTHER EXPENSE	(2,065,966)	(1,641,446)	(1,004,770)	(250,547)
OTHER EXPENSE
Legal settlement	(200,000)	(17,500)	-	-
Interest expense, net	(36,243)	(59,931)	(15,536)	(1,645)
Total Other Expense	(236,243)	(77,431)	(15,536)	(1,645)
NET LOSS FROM CONTINUING OPERATIONS	(2,302,209)	(1,718,877)	(1,020,306)	(252,192)
DISCONTINUED OPERATIONS
Gain (loss) from discontinued operations, net of income taxes	-	8,482	-	8,482
Gain (loss) on disposal	-	16,082	-	16,082
Total Discontinued Operations	-	24,564	-	24,564
NET LOSS BEFORE PROVISION FOR INCOME TAXES	(2,302,209)	(1,694,313)	(1,020,306)	(227,628)
Provision for Income Taxes	-	-	-	-
NET LOSS APPLICABLE TO COMMON SHARES	$      (2,302,209)	$   (1,694,313)	$     (1,020,306)	$    (227,628)
NET LOSS PER BASIC AND DILUTED SHARES	$             (0.007)	$          (0.030)	$            (0.003)	$        (0.003)
From continuing operations	$             (0.007)	$          (0.030)	$            (0.003)	$        (0.003)
From discontinued operations	$                     -	$           0.000	$                   -	$         0.000
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING	317,029,186	56,568,967	396,236,389	78,885,614

The accompanying notes are an integral part of the condensed consolidated financial statements.
5

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G2, INC.)
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
Deficit, December 31, 2004	$     (19,203,696)
Net loss for the nine months ended September 30, 2005	(2,302,209)
TOTAL DEFICIT SEPTEMBER 30, 2005	$     (21,505,905)
Comprehensive loss, December 31, 2004, net of tax	$              (6,691)
Other comprehensive income, net of tax:
Foreign currency gain for nine months ended September 30, 2005	88,297
Accumulated other comprehensive income	$             81,606
Deficit, December 31, 2003	$    (17,145,109)
Net loss for the nine months ended September 30, 2004	(1,694,313)
TOTAL DEFICIT SEPTEMBER 30, 2004	$    (18,839,422)
Comprehensive loss, December 31, 2003, net of tax	��$                       -
Other comprehensive income, net of tax:
Foreign currency loss for the nine months ended September 30, 2004	(1,025)
Accumulated other comprehensive (loss)	$             (1,025)

The accompanying notes are an integral part of the condensed consolidated financial statements.
6

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G2 INC.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
	2005	2004
CASH FLOW FROM OPERTING ACTIVIITES
Continuing Operations:
Net loss	$   (2,302,209)	$  (1,694,313)
Adjustments to Reconcile Net Loss to Net Cash
used in operating activities:
Depreciation, amortization and impairment	18,430	865,679
Common stock issued for organizational costs	210,000	-
Common stock issued for consulting services	233,211	331,650
Common stock issued for legal	-	3,300
Common stock issued for settlement of legal proceeding	200,000	-
Foreign currency change	88,297	(1,025)
Net cash received in acquisition of subsidiary	58,235	10,325
Changes in assets and liabilities
(Increase) decrease in accounts receivable	30,392	(73,061)
(Increase) decrease in prepaid expenses and other assets	9,640	23,614
Increase in inventory	(22,440)	-
Increase (decrease) in accounts payable and
and accrued expenses	100,168	(12,872)
Total adjustments	925,933	1,147,610
Net cash used in operating activities -
continuing operations	(1,376,276)	(546,703)
Discontinued Operations:
Gain from discontinued operations	-	(8,482)
Adjustments to Reconcile Net Cash (used in)
discontinuing operations	-	9,997
Net cash (used in) operating activities -
discontinued operations	-	1,515
Net cash used in Operating Activities	(1,376,276)	(545,188)
CASH FLOWS FROM INVESTING ACTIVITIES:
Continuing Operations:
(Increase) decrease in amounts due to related parties	351,761	(8,290)
Increase in notes receivable	(165,000)	-
Payment received on note receivable	100,000	-
Acquisition of fixed assets	(11,237)	(2,252)
Net cash provided by (used in) investing activities	275,524	(10,542)

The accompanying notes are an integral part of the condensed consolidated financial statements.
7

SOFTNET TECHNOLOGY CORP., AND SUBSIDIARIES
(FORMERLY T & G2 INC.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
	2005	2004
CASH FLOWS FROM FINANCING ACTIVITES
Continuing Operations:
Proceeds from common stock issuances and stock subscriptions	$     122,769	$      548,731
Net payments of notes payable	(8,333)	7,086
Net proceeds from issuance of notes payable - other	1,030,000	-
Net cash provided by financing activities	1,144,436	555,817
NET INCREASE IN CASH
AND CASH EQUIVALENTS	43,684	87
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD	50,272	16,754
CASH AND CASH EQUIVALENTS - END OF PERIOD	$         93,956	$        16,841
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
CASH PAID DURING THE PERIOD FOR:
Interest expense	$         36,519	$        19,053
SUPPLEMENTAL DISCLOSURE OF NONCASH
ACTIVITIES:
Issuance of common stock for:
Acquisitions
Consulting services	$       233,211	$      331,650
Organization costs	$       210,000	$                  -
Legal	$                -	$          3,300
Legal settlement	$       200,000	$                  -
Accrued expenses	$                -	$          7,500
Preferred stock issued for investment	$                -	$   2,000,000
Cancellation of stock for collateral for note payable	$                  -	$      900,000
Acquisition of Indigo Technologies and Net Centric Solutions:
Cash received in acquisition	$         58,235	$        10,325
Accounts receivable	14,170	-
Goodwill	1,277,595	1,249,964
	$    1,350,000	$   1,260,289
Acquisition of Cord Consulting:
Customer lists	$       200,000	-
Note payable	(25,000)	-
Common stock	(175,000)	-

The accompanying notes are an integral part of the condensed consolidated financial statements.
8

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005 AND 2004

 NOTE 1 -    ORGANIZATION AND BASIS OF PRESENTATION

The unaudited condensed consolidated financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  The condensed consolidated financial statements and notes are presented as permitted on Form 10-QSB and do not contain information included in the Company’s annual consolidated statements and notes.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.  It is suggested that these condensed consolidated financial statements be read in conjunction with the December 31, 2004 audited financial statements and the accompanying notes thereto.  While management believes the procedures followed in preparing these condensed consolidated financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.

These condensed consolidated unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the consolidated operations and cash flows for the periods presented.

On January 12, 2002, International Mercantile Corporation acquired Solutions Technology, Inc. (“STI”), formerly known as Clickese.com (“Clickese”) for 20,511,365 shares of the Class A common stock, and the former owners of STI acquired the 1,142,858 shares of the Class B common stock for $1. Upon this acquisition, STI became a wholly owned subsidiary of International Mercantile Corporation. STI designs, develops and manufactures biometrical time clocks for tracking employees’ time and attendance.

On February 14, 2002, International Mercantile Corporation changed its name to T & G² (the “Company”). In addition, the Company changed its domicile to Nevada, which brought about a reverse 8 to 1 stock split, and a change in the par value of the stock to $0.001.

9

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEPTEMBER 30, 2005 AND 2004

NOTE 1 -    ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

In addition to STI being a wholly owned subsidiary, the Company acquired Zingo Sales Ltd. (“Zingo”) in March 2002 in a 2,500,000 share Class A common stock acquisition. Zingo’s mission is to design, develop, manufacture and market easy to use complete solutions using the latest available technologies. Their first product was a fixed based bingo unit, for which sales had been generated late in 2002. The Company sold this segment in July 2004 for $300,000. This amount is currently a note receivable on the condensed consolidated balance sheet.

The Company has reflected the results of this subsidiary in the discontinued operations section of the statements of operations, and has reclassified the 2004 numbers to show retroactive treatment for this disposal in accordance with SFAS 144.

In November 2002, the Company issued a board resolution authorizing an increase to the authorized capital to 100,000,000 Class A common shares and the Class B common shares to remain at the 2,000,000 share level. In February 2003, the Company issued another board resolution authorizing a further increase in its authorized capital. Under this resolution, the Company increased its Class A common shares and Class B common shares to 250,000,000 shares and 5,000,000 shares authorized, respectively. With this change, the Company issued a board resolution to cancel the 1,142,858 Class B common shares, and issue to its officers 2,500,000 Class B common shares each (5,000,000 total) at par value. Of this amount, 200,000 were converted to Class A common shares in June 2005.

On April 25, 2001, Secure Time, Inc. merged into Clickese.com at which time the resulting company changed its name to STI. The transaction was valued at $1 per share for 10,500,000 shares.

International Mercantile Corporation was originally incorporated in the State of Missouri, on March 10, 1971. Their business purpose included among other things, maintaining an Internet based personal computer manufacturing business selling build-to-order systems throughout the United States to value added retailers and other marketers of micro-computer systems. The Company has terminated all of these business activities.

10

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEPTEMBER 30, 2005 AND 2004

NOTE 1 -    ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

On or about March 29, 2004, the Company entered into an acquisition agreement with Holtermann & Team, GmbH, a German Company (“Holtermann”), to acquire, effective April 1, 2004, 100% of the assets and equity interests of Holtermann in exchange for 10,000,000 restricted shares of the Company’s Class A Common Stock. Under the terms of the Acquisition Agreement, the Company is the successor in interest to a certain Loan Agreement under which Holtermann is to receive $950,000 by the end of 2004. The shares of common stock were issued in April 2004. The Company in January 2005 changed the name of its German subsidiary to SoftNet International GmbH. The Company issued them an additional 1,000,000 shares in June 2005 to meet certain foreign capital requirements.

The Company acquired WholesaleByUs (“WBU”) on July 9, 2004. WBU is a technology driven company that developed proprietary technology to sell products through the Internet. The Company acquired WBU for $112,000 and 20,000,000 restricted Class A Common Shares of stock. The Company issued 15,000,000 of these shares to WBU that are issued based on sales criteria. Should this criteria not be reached, these shares are to be returned to the Company. The shares were valued at $800,000 and is included in goodwill on the condensed consolidated balance sheet at September 30, 2005.

The Company announced on July 22, 2004 a name change to Softnet Technology Corp.

The Company acquired Indigo Technology Services (Indigo), a technology company based in Atlanta, Georgia for 9,000,000 shares of restricted Class A Common Shares of stock. The Company in this transaction acquired $14,170 of accounts receivable and $58,235 in cash. The shares were valued at $.15 per share at the time of the transaction for a value of $1,350,000. The remaining $1,277,595 was recognized as goodwill. Management has determined that there is no impairment on this goodwill as of September 30, 2005. In April 2005, the Company acquired Net Centric Solutions, Inc. for 3,000,000 of the 9,000,000 shares that Indigo received in the acquisition by the Company.

11

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEPTEMBER 30, 2005 AND 2004

NOTE 1 -    ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

Indigo is a provider of business technology consulting and technology products and solutions designed to help companies integrate technology into everyday lives. Indigo is the creator of Guest Worx High Speed Internet Access.

On August 1, 2005, the Company acquired the customer lists of Cord Consulting for $200,000. In this acquisition, the Company issued to Cord Consulting a note in the amount of $25,000, and issued to the sole owner of Cord Consulting 727,620 shares of common stock with a value of $175,000. The customer lists are being amortized over 3 years commencing August 1, 2005.

NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

12

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEPTEMBER 30, 2005 AND 2004

NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition

The Company recognizes revenue in accordance with Staff Accounting Bulletin (SAB) 104.

Pursuant to SAB 104, the general criteria for recognition of revenue are:

1)         Persuasive evidence of an arrangement exists;
2)         Delivery has occurred or services have been rendered;
3)         The seller’s price to the buyer is fixed or determinable, and
4)                  Collectibility is reasonably assured.

For Solutions Technology, Inc.:

The only revenue generated in this company is service revenue relating to consulting and maintenance services on the company’s time clocks.

1)      The company would have an arrangement in the form of a service agreement.
2)      Delivery of the services occurred when the services were rendered, hence revenue recorded at that time.
3)      Buyer knew the terms of the agreement which were a fixed price.
4)      Collectibility was reasonably assured at the time the revenue recorded and services performed.

For Softnet International GmbH:

The only revenue generated in this company is service revenue relating to consulting services.

1)   The company would have an arrangement in the form of a service agreement.
2)   Delivery of the services occurred when the services were rendered, hence revenue recorded at that time.
3)   Buyer knew the terms of the agreement which were a fixed price.
4)   Collectibility was reasonably assured at the time the revenue recorded and services performed.

13

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEPTEMBER 30, 2005 AND 2004

NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition (Continued)

For WholesaleByUs:

This company recognizes revenue upon the sales orders being placed. This company sells all of its goods over the internet, and payment occurs at the time the product is ordered (prior to shipment, which usually occurs within two to three days depending on inventory levels).

1)      There is always evidence that an arrangement exists prior to recognition of revenue.
2)      The only service being rendered in this case is the ordering of the product. Delivery occurs within two to three days after ordering the product.
3)      Buyer and seller both know the terms of the arrangement and price is fixed or determinable.
4)      Collectibility is assured. Should a credit card be rejected for any purpose, the shipment is cancelled.

For Indigo Technology Services (including Net Centric Solutions and Cord Consulting):

This company mainly provides consulting services as well. Their revenue recognition is much like Solutions Technology, Inc.

Segment Information

The Company follows the provisions of SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information”. This standard requires that companies disclose operating segments based on the manner in which management disaggregates the Company in making internal operating decisions.

14

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEPTEMBER 30, 2005 AND 2004

NOTE 2 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other short-term investments with an initial maturity of three months or less to be cash equivalents.

The Company maintains cash and cash equivalent balances at several financial institutions that are insured by the Federal Deposit Insurance Corporation up to $100,000.

Fixed Assets

Fixed assets are stated at cost. Depreciation is computed primarily using the straight-line method over the estimated useful life of the assets.

Furniture and fixtures                                           7    Years
Office equipment                                             3 to 5 Years
Time clock equipment                                         1.5  Years
Time clock software                                             3    Years

Income Taxes

The income tax benefit is computed on the pretax loss based on the current tax law. Deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates.

Comprehensive Income

The Company adopted Statement of Financial Accounting Standards No, 130, “Reporting Comprehensive Income,” (SFAS No. 130). SFAS No. 130 requires the reporting of comprehensive income in addition to net income from operations. 

Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income.

15

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEPTEMBER 30, 2005 AND 2004

NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Advertising

Costs of advertising and marketing are expensed as incurred. Advertising and marketing costs were $581,058 and $72,317 for the nine months ended September 30, 2005 and 2004, respectively.

Goodwill and Other Intangible Assets

In June 2001, the FASB issued Statement No. 142 “Goodwill and Other Intangible Assets”. This statement addresses financial accounting and reporting for acquired goodwill and other intangible assets and supersedes APB Opinion No. 17, Intangible Assets. It addresses how intangible assets that are acquired individually or with a group of other assets (but not those acquired in a business combination) should be accounted for in financial statements upon their acquisition. This Statement also addresses how goodwill and other intangible assets should be accounted for after they have been initially recognized in the financial statements.

Inventory

Inventory is valued at the lower of cost or market determined on a first-in-first-out basis.  Inventory consisted only of finished goods.

Loss Per Share of Common Stock

Historical net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) includes additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be antidilutive for the periods presented.

16

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEPTEMBER 30, 2005 AND 2004

NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Loss Per Share of Common Stock (Continued)

The following is a reconciliation of the computation for basic and diluted EPS:

                                                                  September 30,           September 30,
                                                                        2005                            2004

Net Loss                                                      ($2,302,209)           ($1,694,313) 

Weighted-average common shares
  outstanding (Basic)                                     317,029,186            56,568,967

Weighted-average common stock
   equivalents:
      Stock options                                                       -                                -
      Warrants                                                              -                                -

Weighted-average common shares
    outstanding (Diluted)                                317,029,186            56,568,967
                                                                   =========            ========

The Company had 9,400,000 options outstanding in each period to purchase stock. These options were not included in the computation of diluted EPS because inclusion would have been antidilutive.

Software Development Costs

Internal use software costs are recorded in accordance with Statement of Position (SOP) No. 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use".  Qualifying costs incurred during the application development stage, which consist primarily of outside services are capitalized and amortized over the estimated useful life of the asset. All other costs are expensed as incurred. The Company has determined that all costs for the nine months ended September 30, 2005 and 2004, do not relate to the application development stage and therefore have expensed these costs as they were incurred.

17

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEPTEMBER 30, 2005 AND 2004

NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value of Financial Instruments

The carrying amount reported in the condensed consolidated balance sheet for cash and cash equivalents, accounts receivable, prepaid expenses, deposits, accounts payable, accrued expenses, due to related parties, and notes payable approximate fair value because of the immediate or short-term maturity of these financial instruments.

Stock-Based Compensation

The Company has elected to follow Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB No. 25), and related interpretations, in accounting for their employee stock options rather than the alternative fair value accounting allowed by SFAS No. 123, “Accounting for Stock-Based Compensation”, and has adopted the enhanced disclosure provisions of SFAS No. 148, “Accounting for Stock Based Compensation – Transition and Disclosures”, an amendment of SFAS No. 123. APB No. 25 provides that the compensation expense relative to the Company’s employee stock options is measured based on the intrinsic value of the stock option.  SFAS No. 123 requires companies that continue to follow APB No. 25 to provide a pro-forma disclosure of the impact of applying the fair value method of SFAS No. 123.

Reclassifications

Certain amounts for the nine months ended September 30, 2004 have been reclassified to conform to the presentation of the September 30, 2005 amounts. The reclassifications have no effect on net income for the nine months ended September 30, 2004.

18

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEPTEMBER 30, 2005 AND 2004

NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements

On December 16, 2004, FASB published SFAS No. 123 (Revised 2004), “Share-Based Payment” (“SFAS 123R”).  SFAS 123R requires that compensation cost related to share-based payment transactions be recognized in the financial statements. Share-based payment transactions within the scope of SFAS 123R include stock options, restricted stock plans, performance-based awards, stock appreciation rights, and employee share purchase plans.  The provisions of SFAS 123R, as amended, are effective for issuers beginning as of the next fiscal year after June 15, 2005.  Accordingly, the Company will implement the revised standard in the first quarter of fiscal year 2006.  Currently, the Company accounts for its share-based payment transactions under the provisions Accounting Principles Board (“APB”) 25, which does not necessarily require the recognition of compensation cost in the financial statements.  Management is assessing the implications of this revised standard, which may materially impact the Company’s consolidated results of operations in the first quarter of fiscal year 2006 and thereafter.

On December 16, 2004, FASB issued SFAS No. 153, “Exchanges of Non-monetary Assets, an amendment of APB Opinion 29, Accounting for Non-monetary Transaction” ("SFAS 153").  This statement amends APB Opinion 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance.  Under SFAS 153, if a non-monetary exchange of similar productive assets meets a commercial-substance criterion and fair value is determinable, the transaction must be accounted for at fair value resulting in recognition of any gain or loss. SFAS 153 is effective for non-monetary transactions in fiscal periods that begin after June 15, 2005.  The Company does not anticipate that the implementation of this standard will have a material impact on its consolidated financial position, results of operations or cash flows.

19

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEPTEMBER 30, 2005 AND 2004

NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (Continued)

In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"), Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.  FIN 46 is effective for all new variable interest entities created or acquired after January 31, 2003.  For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003.  The adoption of FIN 46 did not have a significant impact on the Company' results of operations or financial position.

NOTE 3 -    ACCOUNTS RECEIVABLE

The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated credit risk by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts has not been established at September 30, 2005, since Management is of the opinion that all accounts receivable are fully collectible.

NOTE 4 -    FIXED ASSETS

Fixed assets consist of the following at September 30, 2005:

Office equipment                                       $   30,605
Furniture and fixtures                                        2,646
Time clock equipment                                     38,730
Time clock software                                       54,144
                                                                    126,125
                                                                   (103,821)
                                Total                         $    22,304  

Depreciation expense was $7,319 for the nine months ended September 30, 2005.                                                                                               

20

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEPTEMBER 30, 2005 AND 2004

NOTE 5 -    NOTES PAYABLE - BANK

On April 3, 2001, the Company entered into a line of credit agreement with a bank. The note, which is due on demand bears interest at prime plus 2.25% and provides for maximum borrowings up to $63,100. The line of credit is guaranteed by a majority shareholder. The outstanding balance at September 30, 2005 was $0. The line of credit was STI’s, and was assigned over to the Company upon the acquisition. There was no interest expense charged to operations for the nine months ended September 30, 2005 and 2004, respectively.

NOTE 6 -    NOTES PAYABLE

In April 2005, the Company entered into an agreement with a company to borrow money. The amount funded by this company at September 30, 2005 was $530,000. There is no interest being charged on this note, the note is due on demand, and has been classified by the Company as a current liability.

In February 2005, the Company entered into a loan agreement with a foreign company in the amount not to exceed $500,000. This foreign company funded the entire $500,000 to the Company in February 2005. The term of the agreement is for three years, and the Company is obligated to make quarterly payments of interest at 10% only, with a balloon payment due on the maturity date. As of September 30, 2005, the outstanding liability is $500,000, which is reflected as a long-term liability in the condensed consolidated balance sheet. Interest for the nine months ended September 30, 2005 and accrued interest at September 30, 2005 is $31,288.

The Company in June 2005 entered into a loan agreement whereby 100,000,000 Class A common shares were issued as security. As of September 30, 2005, no amounts have been loaned to the Company and a precautionary stop was put on the shares issued as security.

The Company entered into a $25,000 note agreement with the owner of Cord Consulting per the acquisition of his company dated August 1, 2005. The Company agreed to pay the note in three installments of $8,333 on the 30th day after acquisition, $8,333 on the 60th day after acquisition; and the remaining $8,334 on the 90^th day after the acquisition.

21

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEPTEMBER 30, 2005 AND 2004

NOTE 7 -    RELATED PARTY TRANSACTIONS

Amounts due to related parties at September 30, 2005 were $415,128 and consists of the following:

Note receivables to a company through common ownership in the amount of $383,125 at September 30, 2005, at 5.5% interest, payable monthly, due on demand. At September 30, 2005, the Company has approximately $25,804 in accrued interest to this company.

The Company has $9,200 outstanding to another entity related through common ownership at September 30, 2005. At June 30, 2005, the Company has approximately $1,167 in accrued interest to this company.

The Company’s subsidiary, Wholesale By Us, borrowed $10,000 from the officer of the Company in May 2005. There are no terms of repayment, and no interest is being charged on the note.

The Company has a note payable to a related company that bears no interest at September 30, 2005 in the amount of $12,803.

NOTE 8 -    ACQUISITIONS

On January 12, 2002, the Company acquired STI as a wholly owned subsidiary for 20,511,365 shares of common stock. At the time of the acquisition, STI’s book value of their net assets was approximately $0. The acquisition of the 20,511,365 shares were valued at the Company’s fair value at the time of the issuance which approximated $.15 per share, $3,177,556. In accordance with FASB 142, the Company impaired the goodwill for that amount.

In March, 2002, Zingo was acquired as a wholly owned subsidiary by the Company for 2,500,000 shares of common stock. Zingo Sales, Ltd., a relatively new company had very little activity and also had a net book value of approximately $0. The shares issued were valued at $1.95, the fair value of the stock at the time of issuance. The $4,875,000, was recorded as goodwill and subsequently impaired to $0. The impairment is included in the consolidated statements of operations for the year ended December 31, 2002. The Company sold Zingo in July 2004, and has accounted for this disposal in accordance with SFAS 144.

22

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEPTEMBER 30, 2005 AND 2004

NOTE 8 -    ACQUISITIONS (CONTINUED)

On or about March 29, 2004, the Company entered into an acquisition agreement with Holtermann & Team, GmbH, a German Company (“Holtermann”), to acquire, effective April 1, 2004, 100% of the assets and equity interests of Holtermann in exchange for 10,000,000 restricted shares of the Company’s Class A Common Stock.

Under the terms of the Acquisition Agreement, the Company is the successor in interest to a certain Loan Agreement under which Holtermann was to receive $950,000 by the end of 2004. The shares of common stock were issued in April 2004. The Company in January 2005 changed the name of its German subsidiary to SoftNet International GmbH. The Company issued them an additional 1,000,000 shares in June 2005.

The Company acquired WholesaleByUs (“WBU”) on July 9, 2004. WBU is a technology driven company that developed proprietary technology to sell products through the Internet. The Company acquired WBU for $112,000 and 5,000,000 restricted Class A Common Shares of stock.

The Company acquired Indigo Technology Services (Indigo), a technology company based in Atlanta, Georgia for 9,000,000 shares of restricted Class A Common Shares of stock. The Company in this transaction acquired $14,170 of accounts receivable and $58,235 in cash. The shares were valued at $.15 per share at the time of the transaction for a value of $1,350,000. The remaining $1,277,595 was recognized as goodwill. Management has determined that there is no impairment on this goodwill as of September 30, 2005. In April 2005, the Company acquired Net Centric Solutions, Inc. for 3,000,000 of the 9,000,000 shares that Indigo received in the acquisition by the Company. Net Centric Solutions, Inc. is a wholly owned subsidiary of the Company.

Indigo is a provider of business technology consulting and technology products and solutions designed to help companies integrate technology into everyday lives. Indigo is the creator of Guest Worx High Speed Internet Access.

On August 1, 2005, the Company acquired the customer lists of Cord Consulting for $200,000. In this acquisition, the Company issued to Cord Consulting a note in the amount of $25,000, and issued to the sole owner of Cord Consulting 727,620 shares of common stock with a value of $175,000. The customer lists are being amortized over 3 years commencing August 1, 2005.

23

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEPTEMBER 30, 2005 AND 2004

NOTE 9 -    STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

At September 30, 2005, there are 5,000,000 shares of Class A Preferred Stock, par value $1.00 authorized and 0 shares issued and outstanding. In April, 2003, the Company passed a board resolution to re-instate the Series A Preferred Stock changing its par value to $.001.

Additionally, the Company passed a board resolution to authorize 5,000,000 shares of Class B Preferred Stock, par value $.001. As of September 30, 2005, the Company has 2,000,000 shares issued and outstanding. 282,703 of these shares were issued to Mercatus Partners, Ltd. in connection with an amended loan agreement

These shares were issued when the Company cancelled the 66,666,667 shares of Class A Common Stock that were issued as collateral to the original loan agreement. The amended loan agreement was terminated by the Company and all 282,703 shares have been cancelled of record. As of June 30, 2005 certificates representing 117,885 have been surrendered to the Company. 

An additional 668,000 shares were issued to a Bermuda company as collateral for a promissory note. These shares were valued at the par value and recorded against additional paid in capital as the preferred shares have no readily determinable market value. Effective April 9, 2004, the Company terminated this agreement due to this company’s failure to make loan advances as set forth in the agreement.  All shares have been surrendered to the Company.

The remaining 2,000,000 shares of the Class B Preferred Stock were issued in accordance with a March 24, 2004 Investment Exchange Agreement (the “Agreement”) with Cross Capital Fund, LLC. (“Cross Capital”). The Company entered into the Agreement that provides for Cross Capital to make an equity investment in the Company and the Company will receive from Cross Capital an Investor Membership Interest in an aggregate amount equal to $2,000,000 over the next twelve months (March 2005). The 2,000,000 shares were issued in exchange for the Investor Membership Interest. The Company has recorded the $2,000,000 as a subscription receivable on the condensed consolidated balance sheet at September 30, 2005. The Preferred shares convert to the Company’s Class A Common Shares as set forth in the agreement. Cross Capital Fund, LLC. has defaulted on the agreement. The Company is attempting to recapture the shares issued.

24

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEPTEMBER 30, 2005 AND 2004

NOTE 9 -    STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

Common Stock

As of September 30, 2005, there were 500,000,000 shares authorized, and 399,619,692 shares issued, 150,000,000 shares in escrow and 249,619,692 shares outstanding respectively, of the Company’s common stock A with a par value of $.001. In February 2003, the Company upon an approved board resolution increased the authorized limit of the Class A common shares to 250,000,000 and increased it to 500,000,000 in 2004.

As of September 30, 2005, there were 5,000,000 shares authorized, and 5,000,000 shares issued and outstanding of the Company’s common stock B with a par value of $.001, respectively. In February 2003, the Company upon an approved board resolution increased the authorized limit of the Class B common shares to 5,000,000. Subsequent to this board resolution, the Company cancelled the outstanding 1,142,858 shares and issued the entire 5,000,000 shares to two of its officers. Of this amount, 200,000 were converted to Class A common shares in June 2005.

The following shares of common stock Class A were issued for the nine months ended September 30, 2005 and year ended December 31, 2004:

The Company in the quarter ended September 30, 2005 issued 200,000 shares of common stock for services valued at $44,000 ($.22 per share average).

The Company in the quarter ended September 30, 2005 issued 727,620 shares of common stock in the acquisition of Cord Consulting valued at $175,000 ($.2405 per share average).

The Company in the quarter ended September 30, 2005 issued 10,000,000 shares of common stock in escrow as part of a Reg S offering. These shares are in escrow in a financial institution. The Company has not placed a net value on these shares due to the fact that they will be canceling the Reg S offering, and these shares will be cancelled. The Company anticipates this will occur prior to their year end.

25

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEPTEMBER 30, 2005 AND 2004

NOTE 9 -    STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

Common Stock (Continued)

The Company in the quarter ended September 30, 2005 issued the 9,000,000 shares of common stock in the acquisition of Indigo valued at $1,375,000 ($.1527 per share average).

The Company in the quarter ended June 30, 2005 issued 898,000 shares of common stock for services valued at $151,160 ($.168 per share average).

The Company in the quarter ended June 30, 2005 issued 10,000,000 shares of common stock in conversion of Class B common shares. This transaction resulted in $10,000 of consulting expenses.

The Company in the quarter ended June 30, 2005 issued 1,003,000 shares of common stock in settlement of a legal matter ($.20 per share).

The Company in the quarter ended June 30, 2005 issued 1,000,000 shares of common stock to Softnet International as additional capitalization of the Company valued at $210,000 ($.21 per share).

The Company in the quarter ended June 30, 2005 issued 100,000,000 shares of common stock for a stock as security regarding a loan agreement (See Note 6).

The Company retired the 281,400 shares they held in treasury during the quarter ended June 30, 2005.

The Company in the quarter ended March 31, 2005 issued 3,375,000 shares of common stock for cash in the amount of $67,500. Additionally, the Company received $55,269 in cash from prior share issuances.

The Company in the quarter ended March 31, 2005 issued 550,000 shares of common stock for services valued at $90,750 ($.165 per share).

The Company in the quarter ended December 31, 2004 issued 12,525,000 shares of common stock for cash in the amount of $536,000.

26

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEPTEMBER 30, 2005 AND 2004

NOTE 9 -    STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

Common Stock (Continued)

The Company issued 20,000,000 shares of common stock in its acquisition of WholesaleByUs. Of these shares, 15,000,000 shares were issued based on a certain sales criteria being met. Should those criteria not be met, the shares are to be returned. The shares are valued at $800,000 and are reflected as goodwill on the consolidated balance sheet at December 31, 2004.

The Company in the quarter ended September 30, 2004 issued 17,433,333 shares of common stock for cash in the amount of $205,500.

The Company in September 2004 issued 150,000,000 shares of common stock as collateral under a loan agreement. These shares are being held by an escrow agent, and are restricted. The Company has recorded these shares at the fair value of $900,000, and has classified them in their equity section as collateral under note agreement.

The Company in the quarter ended June 30, 2004 issued 13,858,059 shares of common stock for cash in the amount of $237,231. In addition, the Company has a subscription receivable of $39,930 due for a portion of these shares.

The Company in April 2004 issued 10,000,000 shares of common stock to Holtermann valued at $1,000,000 for the acquisition of that company.

On January 14, 2004, the Company entered into a Loan and Security Agreement and a Multiple Advance Promissory Note with a Bermuda company. This agreement establishes a multiple advance loan of a maximum of $2,600,000. As collateral for this note, the Company issued 668,000 shares of its Series B Preferred Stock. Additionally, the Company issued to the Bermuda company a warrant for the purchase of up to 6,000,000 shares of the Company’s common stock A at an exercise price of $.15 per share. The warrants carry no registration rights. Both the Series B Preferred Stock and the warrants have been cancelled due to the Bermuda company’s failure to fund the loan.

The Company issued 3,585,000 shares to consultants at various fair market value prices for a total expense of $331,650 (average value of $.09 per share) during the quarter ended March 31, 2004.

27

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEPTEMBER 30, 2005 AND 2004

NOTE 9 -    STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

Common Stock (Continued)

The Company issued 30,000 shares for legal services for $3,300 (value of $.11 per share) during the quarter ended March 31, 2004.

The Company issued 50,000 shares during the quarter ended March 31, 2004 in conversion of accrued expenses valued at $7,500 ($.15 per share).

The Company received $106,000 of subscriptions receivable in the quarter ended March 31, 2004 that related to stock issuances in 2003.

Treasury Stock

In January 2003, the Company instituted a buy back program of its own stock. For the three months ended March 31, 2005 and year ended December 31, 2004, the Company bought back no additional shares of its common stock and placed it in its treasury. For the year ended December 31, 2003, the Company bought back 281,400 shares of its common stock and placed it in its treasury.

The Company had accounted for its treasury stock utilizing the cost method. These shares during the quarter ended June 30, 2005 have been retired.

NOTE 10 -   NOTES RECEIVABLE

The Company sold a business segment in July 2004 for $300,000. This amount is currently a note receivable on the condensed consolidated balance sheet. The Company has received $100,000 of this balance in the quarter ended September 30, 2005, leaving a balance outstanding of $200,000. This amount has been accruing interest at 6% and as of September 30, 2005, there is $27,561 recognized as accrued interest receivable. The amount is classified as a current asset as it is due on demand.

Indigo entered into a loan agreement with Pearlnet LLC, an Atlanta, Georgia based limited liability companion March 1, 2005. Indigo lent Pearlnet LLC, $165,000, which is to be repaid in two annual installments of $25,000, and the remaining $115,000 in the third year. Interest is payable to Indigo at the rate of .007 percent compounded daily. As of September 30, 2005, all interest has been paid to date.

28

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEPTEMBER 30, 2005 AND 2004

NOTE 11 -   GOING CONCERN

As shown in the accompanying condensed consolidated financial statements, the Company incurred substantial net losses for the nine months ended September 30, 2005 and 2004, as well as the years ended December 31, 2004 and 2003. There is no guarantee whether the Company will be able to generate enough revenue and/or raise capital to support those operations.  This raises substantial doubt about the Company’s ability to continue as a going concern.

The Company has improved its operations through its acquisitions of Holtermann, WholesaleByUs, Indigo Technologies, Net Centric Solutions, Inc. and Cord Consulting, and has been affected by recent legislative mandates on the gaming industry that has lead to a portion of the Zingo unit revenue being diminished, which ultimately lead to the sale of that subsidiary. Management feels that through their recent acquisitions, the Company will develop positive operations and cash flows.

The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 12 -   COMMITMENTS

In November 2002, the Company installed its Securetime system in a restaurant at a major Las Vegas, Nevada casino. The Company has also received an order for the Securetime system from a Native American business in Oklahoma and the installation was completed in late November. Both of these installations signed contracts for continuing and ongoing services in March 2003. In the first quarter of 2004, Securetime has installed a biometric ID system in a bingo facility in Wyoming. All of these systems are currently being upgraded by the Company, and additionally, the Company has installed a system in a legal printing facility in Los Angeles.

29

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEPTEMBER 30, 2005 AND 2004

NOTE 13 -   LITIGATION

In an action commenced on or about March 28, 2002 in the Supreme Court of the State of New York, the plaintiff seeks $40,000 in damages from the Company as well as other defendants listed in this action, allegedly sustained as a result of third party payments made on behalf of all defendants, including, but not limited to the Company. An answer denying all material allegations was served upon the Plaintiff on May 1, 2002, within the time allotted by law to do so. The Plaintiff as of March 25, 2004, has failed to respond to the Company’s discovery demands. The Company will seek an Order of the Court dismissing this action due to the plaintiff’s failure to comply. Management is of the belief that all allegations involved in this action are without merit. No liability is recorded for this action as of September 30, 2005.

NOTE 14 -   PROVISION FOR INCOME TAXES

Deferred income taxes will be determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes will be measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s consolidated tax return.  Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

At September 30, 2005, deferred tax assets approximated the following:

Deferred tax assets                            $6,394,000
Amortization of goodwill                         200,000
Less:  valuation allowance                  (6,594,000)
                                                         $          -0- 
                                                         =========

At September 30, 2005, the Company had accumulated deficits approximating $21,505,905 available to offset future taxable income through 2025. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.

30

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEPTEMBER 30, 2005 AND 2004

NOTE 15 –  DISPOSAL OF BUSINESS

In July 2004, the Company sold Zingo Sales. The Company’s condensed consolidated financial statements have been reclassified to reflect these sales as discontinued operations for all periods presented. Summarized operating results of discontinued operations for the six months ended June 30, 2004 is as follows:

	Six Months
Revenues	$           158,977
Income (loss) before income taxes	8,482
Provision for taxes	-
Net income (loss)	8,482
	==============
Net income (loss) per share	$                  (.00)
Diluted income (loss) per share	$                  (.00)
	==============

NOTE 16 -  SEGMENT INFORMATION

The Company’s reportable operating segments include Internet Sales, Consulting and Services - General and Corporate. The Company allocates cost of revenues and direct operating expenses to these segments.

Operating segment data for the nine months ended September 30, 2005 and 2004 are as follows:

For the nine months ended September 30, 2005:

		Internet	Consulting and
	Corporate	Sales	Services	Total
Revenues	$          -	$ 500,326	$   406,326	$ 906,652
Direct costs of revenues	-	561,016	98,375	659,391
Gross profit (loss)	-	(60,690)	307,951	247,261
Operating expenses	1,409,241	296,449	589,107	2,294,797
Depreciation, amortization and impairment	1,502	1,016	15,912	18,430
Other income	(200,000)	-	-	(200,000)
Interest (net)	(20,136)	-	(16,107)	(36,243)
Net income (loss)	(1,630,879)	(358,155)	(313,381)	(2,302,209)
Segment assets	1,026,022	9,439	2,454,337	3,489,798
Fixed Assets, net of depreciation	14,750	6,614	940	22,304

31

SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
(FORMERLY T & G², INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
SEPTEMBER 30, 2005 AND 2004

NOTE 16 -  SEGMENT INFORMATION (CONTINUED)

For the nine months ended September 30, 2004:

		Internet	Consulting and
	Corporate	Sales	Services	Total
Revenues	$             -	$  68,851	$        5,600	$   74,451
Direct costs of revenues	-	62,692	46,135	108,827
Gross profit (loss)	-	6,159	(40,535)	(34,376)
Operating expenses	303,603	42,130	395,658	741,3941
Depreciation, amortization and impairment	1,130	335	864,214	865,679
Other income	7,064	-	-	7,064
Interest (net)	(36,875)	-	(23,056)	(59,931)
Net income (loss)	(334,544)	(36,306)	(1,323,463)	(1,694,313)
Segment assets	433,177	7,658	485,154	925,989
Fixed Assets, net of depreciation	16,235	1,650	839	18,724

32

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

INTRODUCTION AND FORWARD LOOKING STATEMENTS

          This document contains forward-looking statements which may involve known and unknown risks, uncertainties and other factors that may cause SoftNet Technology Corp’s (“SoftNet”) actual results and performance in future periods to be materially different from any future results or performance suggested by these statements. SoftNet cautions investors not to place undue reliance on forward-looking statements, which speak only to management’s expectations on this date.

          Certain statements contained herein, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Such forward-looking statements are identified by words such as “intends”, “anticipates”, “hopes” and “expects”, among others, and include, without limitation, statements regarding the Company’s plan of business operations, anticipated revenues, related expenditures, and the results of any business transactions. Factors that could cause actual results to differ materially include, among others, the following: acceptability of the Company’s services in the market place, general economic conditions, political and economic conditions in the United States and abroad, and competition.

          The following discussion and analysis highlights the financial position and results of operations of SoftNet as of and for the nine and three months ended September 30, 2005 compared to as of and for the nine and three months ended September 30, 2004. The business activities of the Company are now that of the four wholly owned subsidiaries: Solutions Technology Inc., WholesaleByUs, LLC, Indigo Technology Services, and SoftNet International GmbH. Comparisons are provided, however, it is important to understand that the Company’s first year of operations was in 2004.

          In 2004, the Company entered into a transaction to acquire a German based business entity for the distribution and furtherance of the Company’s business, acquired WholesaleByUs, LLC, and utilized funds to further the development of Solutions Technology Inc. to bring the SecureTime Biometric ID System to the point where it could be mass marketed.

          The Company anticipates that their sources of liquidity will come from the private sale of the Company’s securities to cover the funding of corporate expenses, such as legal and accounting and filing fees, as well as Sarbanes-Oxley compliance.

          In 2005, the Company acquired Indigo Technology Services and has expended funds to expand the WholesaleByUs business and engaged TVA Productions in Los Angeles, California to build brand name awareness for the Company’s products, which will assist the Company in achieving profitability. Additionally, new sales agents and a new facility in the southern California area have been obtained and a major marketing push is just being instituted. The development of SoftNet International is just about

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completed and preparations to begin sales are in the final stages for business operations in international markets. The Company’s management entered into a transaction for funding in the form of debt financing. With this debt funding, SoftNet issued 150,000,000 shares of the Company’s Class A Common Stock in certificate form. These shares are being held in escrow in certificate form in a reputable European Bank in Switzerland. The loan, if a closing occurs will have a three (3) year term at 6% interest. The loan can be paid off without penalty at anytime after the first anniversary. An equity financing may be an attractive alternative to retire the loan in the next year or two given the tremendous fundamental development of the overall Company, should future cash flows not be able to repay the loan.

NINE MONTHS ENDED SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004

          Revenues for 2005 were $906,652 as compared to $74,451 for 2004. As mentioned, the Company’s acquisition of WholesaleByUs, LLC, a company that is in its first full year of operations and Indigo Technology Services consulting revenue are the reasons that the Company experienced revenue growth. The Company’s consulting revenues remained consistent with 2004.

          Cost of revenue for 2005 was $659,391 compared to $108,827 for 2004. The increase in cost of revenue are mainly attributable to the WholesaleByUs business entity.

          The gross margin of 27% in 2005 is attributable to WholesaleByUs.

          Operating expenses for 2005 were $2,313,227 as compared to $1,607,070 in 2004, an increase of approximately $706,000 due in large part to the increases in corporate expenses for legal and accounting and operating expenditures for the WholesaleByUs subsidiary offset by the impairment of goodwill for the Company’s German subsidiary.

          Other income (expense) was $(236,243) for 2005 compared to $(77,431) for 2004. In 2004, the Company issued shares of common stock in settlement of a legal claim for $17,500 compared to $200,000 for the same purpose in 2005  which is attributable for this change.

          The gain (loss) on discontinued operations and gain (loss) on disposal was from the Company’s former subsidiary Zingo Sales. The Company disposed this subsidiary in July 2004, and in accordance with SFAS 144, restated the 2004 financial statements to reflect the discontinued operations of this subsidiary.

THREE MONTHS ENDED SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004

          Revenues for 2005 were $320,628 as compared to $71,000 for 2004. As mentioned, the Company’s acquisition of WholesaleByUs, LLC, a company that is in its first full year of operations and Indigo Technology Services consulting revenue are the reasons that the Company experienced revenue growth. The Company’s consulting revenues remained consistent with 2004.

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          Cost of revenue for 2005 was $329,682 compared to $78,267 for 2004. The increase in cost of revenue is attributable to the WholesaleByUs business entity.

          The gross margin of (3%) in 2005 is attributable to WholesaleByUs.

          Operating expenses for 2005 were $995,713 as compared to $243,280 in 2004, an increase of approximately $752,000 due in large part to the operating expenses of WholesaleByUs subsidiary as well as corporate legal and accounting expenses offset by impairment of goodwill for the Company’s German subsidiary in 2004.

          Other income (expense) was $(15,536) for 2005 compared to $(1,645) for 2004. The change was all attributable to interest charged on the Company’s debt, which was greater in 2005 versus 2004.

          The gain (loss) on discontinued operations and gain (loss) on disposal was from the Company’s former subsidiary Zingo Sales. The Company disposed this subsidiary in July 2004, and in accordance with SFAS 144, restated the 2004 financial statements to reflect the discontinued operations of this subsidiary.

LIQUIDITY AND CAPITAL RESOURCES

          At September 30, 2005, the Company had a net working capital deficit of $1,135,047. The working capital deficit was mainly due to the Company incurring additional debt due within one year and an increase in accounts payable of the WholesaleByUs subsidiary.

          The Company used  $1,376,276 in operating activities in 2005 mostly due to the operating loss of  $2,302,209 for the nine months ended 2005, compared to using $546,703 in 2004 and a net loss of $1,694,313 for the nine months ended September 30, 2004. Changes in operating assets and liabilities were fairly consistent period to period with the exception of shares issued for stock for organizational costs and legal proceedings in 2005 and the impairment charge for the German subsidiary in 2004 contributing to the lower cash used in operations in 2004.

          The Company had  $275,524 in cash provided by investing activities in 2005 compared to cash used in investing activities of $10,542 in 2004. This change was attributable to the Company’s changes in their related party advances during 2005 and the recognition of a note receivable from Indigo Technology Services of $165,000.

          The Company had net cash provided by financing activities of  $1,144,436 in 2005 compared to $555,817 in 2004. This change was attributable to the Company borrowing $735,000 from a foreign company in 2005.

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          In pursuing its business strategy, the Company may require additional cash for operating and investing activities. The Company expects future cash requirements, if any to be funded from operating cash flow and cash flow from financing activities.

          The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has suffered recurring losses from operations and at September 30, 2005 had working capital deficits as noted above. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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ITEM 7. CONTROLS AND PROCEDURES

(a)    Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This term refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the required time periods. The Company’s Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2005. The Chief Executive Officer and Chief Financial Officer has concluded that, as of that date, our disclosure controls and procedures were effective at ensuring that required information will be disclosed on a timely basis in our reports filed under the Exchange Act.

(b)   Changes in Internal Control over Financial Reporting

In April 2003, the Company implemented an Internal Control Policy allowing for the confidential receipt and treatment of complaints in regards to the Company’s internal accounting controls and auditing matters. A director, officer or employee may file a confidential and anonymous concern regarding questionable accounting or auditing matters to an independent representative of the Company’s Audit Committee. As of June 30, 2005, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s internal control over financial reporting. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer has concluded that, as of that date, our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) were effective.

There was no change in our internal control over financial reporting during 2005 from 2004 that was materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

CODE OF ETHICS

In September 2002, the Company implemented a Code of Ethics by which directors, officers and employees commit and undertake to personal and corporate growth, dedicate themselves to excellence, integrity and responsiveness to the marketplace, and work together to enhance the value of the Company for the shareholders, vendors, and customers.

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TRADING POLICY

During 2003, the Company implemented a Trading Policy whereby if a director, officer or employee has material non-public information relating to the Company, neither that person nor any related person may buy or sell securities of the Company or engage in any other action to take advantage of, or pass on to others, that information. Additionally, insiders may purchase or sell Company securities if such purchase or sale is made within 30 days after an earnings or special announcement to include the 10-KSB, 10-QSB and 8-K in order to insure that investors have available the same information necessary to make investment decisions as insiders.

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PART II. OTHER INFORMATION


Item 1. Legal Proceedings

          The Company is not engaged in any legal proceedings except litigation in the ordinary course of its business. In the opinion of management, the amount of ultimate liability with respect to any such proceedings will not be material to the Company's financial position or results of operations.

Item 2. Changes in Securities

          None.

Item 3. Defaults Upon Senior Securities

          None.

Item 4. Submission of Matters to a Vote of Securities Holders

          No matters were submitted to a vote of the security holders of the Company during its fiscal quarter ended September 30, 2004.

Item 5. Other Information

          None.

Item 6. Exhibits and Reports on Form 8-K

          (a) Exhibits

31.1 Certification of the Principal Executive Officer and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Principal Executive Officer and Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

          (b) Reports on Form 8-K.

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

                                                                                           SoftNet Technology Corporation



Date: November 19, 2005                                                   By: /s/ James Farinella                       
                                                                                                  James Farinella
                                                                                                  Chairman, Chief Executive Officer
                                                                                                   and President

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