Room 4561
								January 24, 2006

James Farinella
Chairman, Chief Executive Officer and President
SoftNet Technology Corporation
One Anderson Road, Suite 105
Bernardsville, NJ  07924

Re:	SoftNet Technology Corporation
Form 10-KSB for Fiscal Year Ended December 31, 2004
Forms 10-QSB for Fiscal Quarters Ended March 31, June 30 and
September 30, 2005
		File No. 0-07693

Dear Mr. Farinella:

      We have reviewed your responses to the comments raised in
our
letter dated November 3, 2005 and have the following comments.

      We welcome any questions you may have about our comments or
any
other aspect of our review.  Feel free to call us at the telephone
numbers listed at the end of this letter.

Prior comment 4:
1. We have considered your response to prior comment 4, and while
revenue generated from the Solutions Technology subsidiary may not
have been significant in the past, revenue from your Indigo
Technology Services subsidiary is significant.  In your September
9,
2005 response you stated that revenue recognition for Indigo
Technology Services arrangements are "much like Solutions
Technology,
Inc." Tell us how your accounting policies address the allocation
of
revenue to the various elements of multiple element arrangements
and
how your accounting complies with EITF 00-21.
Prior comment 5(a):
2. Your response to prior comment 5(a) indicates that you
recognize
revenue when an order is placed because that is the point at which
your service has been delivered.  Please clarify what service is
being purchased upon the placement of an order and why you believe
delivery is complete without consideration of the product being
ordered.  Recognizing revenue at this point in the transaction
requires that you have no further obligation to the customer and
is
inconsistent with your assertion, in your response to prior
comment
6(a), that you are the primary obligor in such arrangements.
Please
tell us why you believe recognition of revenue at the time an
order
is placed is appropriate when it appears that the purpose of the
customer`s order is to obtain a specific product that will not be
delivered until some later date.
3. Were you to defer revenue recognition until delivery of the
product, quantify the impact on revenue in each of the quarters in
your 2004 and 2005 fiscal years.  Provide us with your analysis of
materiality using the guidance in SAB 99.
Prior comment 5(b):
4. Your response to prior comment 5(b) indicates that you believe
WholesaleByUs revenue includes both a product and a service
element.
As you indicated in your response to prior comment 5(a), all
revenue
is recognized upon the delivery of the service element.  Tell us
why
you believe that the service element should be considered a
separate
unit of accounting.  That is, tell us how the service element
meets
the criteria of EITF 00-21 paragraph 9.
5. In addition, paragraph 7 of EITF 00-21 requires that revenue be
allocated among the separate units of accounting based on their
relative fair values.  Tell us why you have allocated all revenue
from these transactions to the service element and how your
allocation complies with EITF 00-21.

Prior comment 6:
6. In order to fully consider your response to prior comments
6(a),
(b) and (c), we have the following comments:
a. Tell us what you mean when you say that you have
"responsibility
to ensure the completion" of customer orders.  Tell us whether you
ship products to customers or whether products are shipped
directly
to the customer by the vendor.  If both situations are true,
please
quantify what portion of your revenues and cost of revenues, for
each
quarter in 2004 and 2005, related to products shipped by you vs.
vendors.
b. For each quarter in 2004 and 2005, tell us the value of
products
returned to you by customers and the value of products your
vendors
permitted you to return.
c. Your response to prior comment 6(b) states that WholesaleByUs
offers its own products for sale in addition to permitting "other
companies [to] use [the] site as a portal for which to sell their
products."  Please quantify, for each type of transaction, the
amounts of revenue, fees, and cost of revenue  you recorded in
each
quarter in fiscal 2004 and 2005.  In addition, your response
suggests
that you recognize revenue from both types of transactions on a
gross
basis.  If true, please tell us why you believe that recognizing
revenue on a gross basis when third parties have paid a fee for
using
your site is appropriate.  Provide us with a copy of a standard
customer agreement for such arrangements.
d. Please address why you believe you have assumed credit risk
when
it appears that you obtain customer payments via credit card prior
to
fulfilling their purchase.  Your response should quantify your
credit
losses in each of the quarters in fiscal 2004 and 2005.
e. Your response to prior comment 6(d) suggests that you do not
take
title to products at any time in the sale process.  Please confirm
if
this correct.
f. Your response to prior comment 6(d) indicates that you have the
ability to establish selling prices.  Tell us about your
arrangements
with third parties who use your site as a portal for selling their
goods and how you are able to control the selling price of their
products.
g. Please expand upon your statement, in response to prior comment
6(d), that you are "involved in determining the nature, type,
characteristics or specifications of the product or service by the
customer".  Our understanding is that customers visit the site,
locate products they wish to purchase and place orders.  Please
clarify your involvement in determining the nature, type and
characteristics of products offered on your site.
Prior comment 8:
7. We have considered your response to prior comment 8 and
disagree
with your proposed accounting for the $210,000 related to the
issuance of common shares to your subsidiary.  According to
paragraph
13 of ARB 51, within the consolidated financial statements, parent
shares held by a subsidiary should not be treated as outstanding
stock of the parent. Further, paragraph 28(a) of APB 9 requires
that
adjustments, charges or credits resulting from transactions in a
company`s own capital stock be excluded from the statement of
operations under all circumstances.  We believe that your
restatement
of goodwill related to the Holtermann acquisition should be made
accordingly.  Please advise.

Prior comments 9, 10 and 16:
8. Your response to prior comments 9, 10 and 16 notwithstanding,
we
continue to believe that, in the absence of a waiver from the
Office
of the Chief Accountant of the Division of Corporation Finance,
the
Holtermann, WholesaleByUs and Indigo acquisitions appear to
represent
significant business combinations that require the presentation of
audited financial statements and pro forma financial information
required by Items 310(c) and 310(d) of regulation S-B.
9. We note your statement in your supplemental response, dated
January 9, 2006, that you intend to comply with the requirements
of
Items 310(c) and 310(d) on or before February 28, 2006 for the
Holtermann and Indigo transactions and by March 31, 2006 for the
WholesaleByUs transaction, and we urge you to file the appropriate
amendments as soon as possible.
Prior comment 11:
10. Paragraph 28 of SFAS 141 requires consideration to be paid in
a
business combination that is contingent on achieving specified
earnings levels in future periods generally should be recorded
when
the contingency is resolved and the additional consideration is
distributable.  Your responses indicate that only 5,000,000 of the
20,000,000 shares were issued in connection with the WholesaleByUs
acquisition.  Based on your disclosures on page 11 of the Form 10-
QSB
filed on November 21, 2005, it appears that in recording the
acquisition of WholesaleByUs you have included the 15,000,000
contingent shares in computing the purchase price.  Based on what
you
have told us, we do not believe that your recording the contingent
consideration at the time of the acquisition complies with
paragraph
28 of SFAS 141.  Accordingly, we believe that goodwill should be
restated to exclude the value of the 15,000,000 contingently
issuable
shares.  In addition, the audited financial statements and
footnotes
should be restated to reflect the issuance of 5,000,000 shares.
Please advise.

Prior comment 13(a):
11. Your response to prior comment 13(a) suggests that you have
not
provided disclosures related to the convertible preferred shares
and
warrants issued in the Cross Capital transaction because the
transaction was subsequently cancelled.  Whether an arrangement is
later terminated has no bearing on your disclosure obligations
with
regard to instruments you have issued and the accounting for these
instruments in the periods between their issuance and
cancellation.
Revise to disclose the relevant rights and terms of the preferred
stock and warrants, including any conversion, dividend and
registration rights.  See SFAS 129.  Additionally, the impact on
earnings per share should also be disclosed.
12. Similarly, termination of an arrangement does not preclude
your
having to account for the transaction from its inception.  As
previously requested, tell us how you accounted for the preferred
shares and warrants issued as part of the Cross Capital
transaction.
Your response should address the relevant items described in
Section
II.B. of Current Accounting and Disclosure Issues in the Division
of
Corporation Finance, available on our website at
http://www.sec.gov/divisions/corpfin/acctdis120105.pdf.
13. Please file all documents and schedules related to the Cross
Capital transaction, including, but not limited to, the "Operating
Agreement" and Schedule A ("the Warrant"), along with your
correspondence, on EDGAR.

Prior comment 17:
14. We have reviewed your response and continue to believe that,
for
accounting purposes, the sequence of transactions you have
described
in your filing and in your response does not represent the
acquisition of Net Centric by Softnet. Once the 9,000,000 shares
were
issued to the Net Centric shareholders those shares are no longer
the
Company`s to use as consideration for Net Centric. If the former
shareholders of Indigo subsequently use the shares issued to them
to
acquire Net Centric, then it would appear that Net Centric has
been
acquired by the former Indigo shareholders, not the Company.  If
you
continue to believe that the 9,000,000 shares issued includes
consideration for the Net Centric acquisition, please identify for
us
the specific accounting literature upon which you have based your
accounting.
Prior comment 18:
15. As previously requested, please tell us the amount by which
revenue was misstated in the June 30, 2005 Form 10-QSB.  Your
response notwithstanding, provide us with your materiality
analysis
for the revenue and cost of revenue line items using the
guidelines
set forth in SAB 99.

Form 8-K filed on November 4, 2005
16. With regard to your disposal of WholesaleByUs on November 4,
2005, we have the following comments:
a. Your response indicates that when you received our comment
letter
dated August 23, 2005 you determined that you would dispose of the
WholesaleByUs subsidiary.  The Form 8-K filed on November 4, 2005
indicates that you entered into an agreement to sell WholesaleByUs
on
November 4, 2005, and closed the transaction on that same day.  We
note, however, that the "divestiture is effective for certain
purposes as of September 30, 2005."  For purposes of reporting
discontinued operations, tell us what you believe to be the
measurement date, in accordance with paragraph 30 of SFAS 144.  If
you do not believe the measurement date is September 30, 2005,
tell
us the reason(s) for designating September 30, 2005 as the
"effective
date".
b. Because the disposal is not reflected in your historical
financial
statements, you should revise your Form 8-K filed on November 4,
2005
to present unaudited pro forma financial information for the
interim
period and the two most recent fiscal year ends.  Further, MD&A
should clearly discuss the disposal in accordance with Item 303 of
Regulation S-B. Refer to Item 9.01 of Form 8-K.  Please advise.

      As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

	You may contact Tamara Tangen at (202) 551-3443 if you have
questions regarding the above comments.  If you need further
assistance, you may contact me at (202) 551-3488.


      Sincerely,



      Stephen G. Krikorian
      Branch Chief - Accounting
Mr. James Farinella
SoftNet Technology Corporation
January 24, 2006
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