Mail Stop 0407

      							March 30, 2006


Mr. Paul F. DePond
Chief Executive Officer
Notify Technology Corporation
1054 S. De Anza Blvd. Suite 105
San Jose, California, 95129

	Re:	Notify Technology Corporation
      Form 10-K SB for Fiscal Year Ended September 30, 2005
		Filed December 23, 2005

		Form 10-QSB for Fiscal Quarter Ended December 31, 2005
		File No. 0-23025

Dear Mr. DePond:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Please address the following comments
in
future filings.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

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


Form 10-KSB
Finanacial Statements

1. In view of the uncertainties concerning your continued
existence
as a going concern, please provide in future filings a more
detailed
description of management`s specific viable plans that are
intended
to mitigate the effects of such conditions; and management`s
assessment of the likelihood that such plans can be effectively
implemented.  Those elements of the plans that are particularly
significant or critical to overcoming your present financial
difficulties should be clearly identified and discussed.
Additionally, there should be a reasonably detailed discussion of
your ability or inability to generate sufficient cash to support
your
operations during the twelve month period following the date of
the
most recent balance sheet presented.  The viable plan description
should be included in management`s discussion and analysis of
liquidity and in the footnotes to the financial statements.  This
discussion should be updated quarterly as necessary.

8. Shareholders` Equity (Deficit)

2. Please tell us how you have applied the guidance in EITF 00-19
in
evaluating whether the warrants issued in connection with your
offering of Series A preferred stock are required to be classified
as
liabilities, initially measured at fair value with subsequent
changes
in fair value reported in earnings.  In this regard, we note that
your registration rights agreement and warrant agreement require
you
to fully comply at all times with the rules and regulations of the
applicable NASDAQ market, which includes the requirement to file
timely periodic reports with the SEC.  If you breach this
agreement,
the number of shares to be issued upon exercise of the warrants
increases by 5% per month.  The agreements do not appear to
contain a
limit on the time period in which you could incur damages.
Because
the Task Force concluded in EITF 00-19 that the ability to make
timely filings with the SEC is not within a company`s control, it
appears to us that this obligation could result in you having to
issue an indeterminate number of shares.  With respect to this
provision, tell us your consideration of paragraph 20 of EITF 00-
19
in determining whether you are required to account for the
warrants
and any other non-employee options as liabilities at fair value.



*    *    *    *



      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

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

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

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

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

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

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

      You may contact Joseph M. Kempf, Senior Staff Accountant, at
(202) 551-3352 or Robert S. Littlepage, Accounting Branch Chief,
at
(202) 551-3361 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
551-3810 with any other questions.

								Sincerely,



								Larry Spirgel
								Assistant Director

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M. Paul F. DePond
Notify Technology Corporation
March 30, 2003
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