================================================================================
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  For the quarterly period ended June 30, 2005

                         Commission File Number: 0-21683
                             ----------------------

                               GraphOn Corporation
             (Exact name of Registrant as specified in its charter)

                             ----------------------


            Delaware                                    13-3899021
(State or other jurisdiction of                       (IRS Employer
 incorporation or organization)                    Identification No.)


                               3130 Winkle Avenue
                            Santa Cruz, CA 95065-1913
                    (Address of principal executive offices)

                  Registrant's telephone number: (800) 472-7466

                             ----------------------

      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 [ ]

      Indicate by check mark whether the registrant is an
accelerated filer (as defined in Exchange Act Rule 12b-2).  Yes
[  ] No [X]

      As of August 4, 2005, there were issued and outstanding 46,147,047 shares
of the Registrant's Common Stock, par value $0.0001.

================================================================================



<PAGE>


                               GRAPHON CORPORATION

                                    FORM 10-Q

                                Table of Contents


                                                                            Page
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
        Condensed Consolidated Balance Sheets as of June 30, 2005
         (unaudited) and December 31, 2005                                     2
        Unaudited Condensed Consolidated Statements of Operations and
         Comprehensive Income (Loss) for the three months ended
         June 30, 2005 and 2004 and for the six months ended June 30, 2005
         and 2004                                                              3
        Unaudited Condensed Consolidated Statements of Cash Flows              4
        Notes to Unaudited Condensed Consolidated Financial Statements         5

Item 2. Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                                10

Item 3. Quantitative and Qualitative Disclosures About Market Risk            23

Item 4. Controls and Procedures                                               24

PART II.OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds           24

Item 6. Exhibits                                                              24

Signatures                                                                    25




<PAGE>


PART I--FINANCIAL INFORMATION

ITEM 1 Financial Statements

                               GRAPHON CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                        June 30,     December 31,
                                                          2005           2004
      ASSETS                                         ------------    ------------
   ------------                                       (Unaudited)
Current Assets:
<S>                                                  <C>             <C>
  Cash and cash equivalents ......................   $  3,133,200    $    675,300
  Accounts receivable, net of allowance for
   doubtful accounts of $62,000 and $46,800 ......        732,400         518,900
  Prepaid expenses and other current assets ......         13,300          24,100
                                                     ------------    ------------
  Total Current Assets ...........................      3,878,900       1,218,300
                                                     ------------    ------------

Property and equipment, net ......................         70,300          75,400
Capitalized software, net ........................        176,900         273,700
Patents, net .....................................      5,007,600               -
Deferred acquisition costs .......................              -         269,700
Note receivable - related party ..................              -         350,000
Other assets .....................................         13,600          37,300
                                                     ------------    ------------
    TOTAL ASSETS .................................   $  9,147,300    $  2,224,400
                                                     ============    ============
    LIABILITIES AND STOCKHOLDERS' EQUITY
  -----------------------------------------
Current Liabilities:
  Accounts payable ...............................   $     90,400    $    250,200
  Accrued expenses ...............................        245,500         231,400
  Accrued wages ..................................        380,900         260,100
  Deferred revenue ...............................        813,900         689,800
                                                     ------------    ------------
  Total Current Liabilities ......................      1,530,700       1,431,500
                                                     ------------    ------------
Long-term Liabilities:
  Deferred revenue ...............................        542,200         426,600
                                                     ------------    ------------
    TOTAL LIABILITIES ............................      2,072,900       1,858,100
                                                     ------------    ------------
Commitments and contingencies

Stockholders' Equity:
Preferred stock, $0.01 par value, 5,000,000 shares
 authorized, no shares issued and outstanding ....              -               -
Common stock, $0.0001 par value, 195,000,000
 shares authorized, 46,147,047 and 21,716,765
 shares issued and outstanding ...................          4,600           2,200
Additional paid in capital .......................     54,526,400      46,930,700
Deferred Compensation ............................         (7,400)              -
Notes receivable - directors .....................              -         (50,300)
Note receivable - shareholder ....................       (347,400)              -
Accumulated other comprehensive loss .............              -            (400)
Accumulated deficit ..............................    (47,101,800)    (46,515,900)
                                                     ------------    ------------
    TOTAL STOCKHOLDERS' EQUITY ...................      7,074,400         366,300
                                                     ------------    ------------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...   $  9,147,300    $  2,224,400
                                                     ============    ============

<FN>

       See accompanying notes to condensed consolidated financial statements.

</FN>
</TABLE>




                                       2
<PAGE>


                                 GRAPHON CORPORATION
       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

<TABLE>
<CAPTION>

                                                Three Months Ended June 30,       Six Months Ended June 30,
                                                ----------------------------    ----------------------------
                                                    2005            2004            2005            2004
                                                ------------    ------------    ------------    ------------
                                                 (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)
Revenue:
<S>                                             <C>             <C>             <C>             <C>
Product licenses .........................      $    949,500    $    430,800    $  1,837,200    $  1,077,000
Service fees .............................           314,700         241,900         601,400         494,000
Other ....................................            11,600           4,700          17,600           9,300
                                                ------------    ------------    ------------    ------------
  Total Revenue ..........................         1,275,800         677,400       2,456,200       1,580,300
                                                ------------    ------------    ------------    ------------
Cost of Revenue:
Product costs ............................            53,400         230,800         103,800         457,100
Service costs ............................            77,200          73,800         147,900         157,700
                                                ------------    ------------    ------------    ------------
  Total Cost of Revenue ..................           130,600         304,600         251,700         614,800
                                                ------------    ------------    ------------    ------------
  Gross Profit ...........................         1,145,200         372,800       2,204,500         965,500
                                                ------------    ------------    ------------    ------------
Operating Expenses:
Selling and marketing ....................           342,100         404,700         676,900         762,800
General and administrative ...............           768,000         263,000       1,495,100         512,700
Research and development .................           313,000         440,000         636,700         859,600
                                                ------------    ------------    ------------    ------------
Total Operating Expenses .................         1,423,100       1,107,700       2,808,700       2,135,100
                                                ------------    ------------    ------------    ------------
Loss From Operations .....................          (277,900)       (734,900)       (604,200)     (1,169,600)
                                                ------------    ------------    ------------    ------------
Other Income (Expense):
  Interest and other income ..............            11,000           2,900          19,800           6,500
  Interest and other expense .............              (400)              -          (1,500)              -
                                                ------------    ------------    ------------    ------------
  Total Other Income (Expense) ...........            10,600           2,900          18,300           6,500
                                                ------------    ------------    ------------    ------------
Net Loss .................................      $   (267,300)   $   (732,000)   $   (585,900)   $ (1,163,100)
Other Comprehensive Income (Loss), net of tax
  Foreign currency translation gain (loss)                 -            (100)              -             500
                                                ------------    ------------    ------------    ------------
Comprehensive Loss .......................      $   (267,300)   $   (732,100)   $   (585,900)   $ (1,162,600)
                                                ============    ============    ============    ============
Basic and Diluted Loss per Common Share ..      $      (0.01)   $      (0.03)   $      (0.02)   $      (0.06)
                                                ============    ============    ============    ============
Weighted Average Common Shares Outstanding        46,147,047      21,647,086      37,432,395      20,869,550
                                                ============    ============    ============    ============


<FN>

       See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>



                                       3
<PAGE>


                               GRAPHON CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                          Six Months Ended June 30,
                                                         --------------------------
                                                             2005           2004
                                                         -----------    -----------
                                                          (Unaudited)    (Unaudited)
Cash Flows From Operating Activities:
<S>                                                      <C>            <C>
Net loss .............................................   $  (585,900)   $(1,163,100)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
  Depreciation and amortization ......................       491,500        517,400
  Amortization of deferred compensation ..............         1,500              -
  Provision for doubtful accounts ....................        15,200              -
  Interest accrued on notes receivable - directors ...          (300)          (700)
  Interest accrued on note receivable - shareholder ..        (6,400)             -
  Proceeds from interest accrued on notes receivable -
    directors ........................................         4,300              -
  Proceeds from accrued interest on note receivable -
    Shareholder ......................................         1,200              -
Changes in operating assets and liabilities:
  Accounts receivable ................................      (228,700)      (195,200)
  Prepaid expenses and other assets ..................        10,800         (1,000)
  Accounts payable ...................................         8,700         56,900
  Accrued expenses ...................................         4,300        (36,900)
  Accrued wages ......................................       120,800        (20,000)
  Deferred revenue ...................................       239,700        145,800
                                                         -----------    -----------
Net Cash Provided By (Used In) Operating Activities ..        76,700       (696,800)
                                                         -----------    -----------
Cash Flows From Investing Activities:
Cash paid for NES acquisition ........................      (674,800)             -
Capital expenditures .................................       (19,200)       (18,600)
Other assets .........................................             -          1,100
                                                         -----------    -----------
  Net Cash Used In Investing Activities ..............      (694,000)       (17,500)
                                                         -----------    -----------
Cash Flows From Financing Activities:
Proceeds from private placement
 of common stock .....................................     3,335,000      1,150,000
Costs of private placement of common stock ...........      (315,900)      (213,400)
Proceeds from notes receivable - directors ...........        50,300              -
Proceeds from note receivable - shareholder ..........         2,600              -
Proceeds from sale of common stock under
 employee stock purchase plan ........................         4,600          3,600
Proceeds from exercise of warrants ...................             -          6,900
                                                         -----------    -----------
  Net Cash Provided By Financing Activities ..........     3,076,600        947,100
                                                         -----------    -----------
Effect of exchange rate fluctuations on cash and
  cash equivalents ...................................        (1,400)           500
                                                         -----------    -----------
Net Increase in Cash and Cash Equivalents ............     2,457,900        233,300
Cash and Cash Equivalents, beginning of period .......       675,300      1,025,500
                                                         -----------    -----------
Cash and Cash Equivalents, end of period .............   $ 3,133,200    $ 1,258,800
                                                         ===========    ===========



<FN>

   See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>


                                       4
<PAGE>


                               GRAPHON CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1. Basis of Presentation

   The unaudited condensed consolidated financial statements of GraphOn
Corporation (the Company) and its subsidiaries included herein have been
prepared in accordance with the instructions for Form 10-Q and, therefore, do
not include all information and footnotes necessary for a complete presentation
of the Company's results of operations, financial position and cash flows.

   The unaudited condensed consolidated financial statements included herein
reflect all adjustments (which include only normal, recurring adjustments in the
three and six-month periods ended June 30, 2005 and 2004) that are, in the
opinion of management, necessary to state fairly the results for the periods
presented. This Quarterly Report on Form 10-Q should be read in conjunction with
the Company's audited financial statements contained in the Company's Annual
Report on Form 10-K for the year ended December 31, 2004, which was filed with
the Securities and Exchange Commission (the Commission) on April 15, 2005. The
interim results presented herein are not necessarily indicative of the results
of operations that may be expected for the full fiscal year ending December 31,
2005, or any future period.

   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 disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. These estimates include the allowance for
doubtful accounts, the estimated lives of intangible assets, depreciation of
fixed assets and accrued liabilities, among others. Actual results could differ
materially from those estimates.

   Significant intercompany accounts and transactions are eliminated upon
consolidation.

2. Patents (Network Engineering Software Acquisition).

   On January 31, 2005, the Company acquired all of the outstanding common stock
of Network Engineering Software ("NES") in exchange for 9,599,993 shares of the
Company's common stock, valued at $3,916,800, and approximately $897,800 in cash
payments to settle various claims against NES prior to the acquisition.

   Approximately $665,000 of the $897,800 cash payments was made in December
2004 by AIGH Investment Partners, LLC ("AIGH"), an affiliate of a principal
stockholder (Orin Hirschman), to settle, on the Company's behalf, certain third
party litigation against NES. The Company reimbursed this amount through a
partial credit against the price of our securities acquired by AIGH in the 2005
private placement (See Note 3).

   The Company incurred $563,500 of transaction costs, resulting in a purchase
price of $5,378,100. The acquisition was accounted for as a business
combination. Accordingly, the assets acquired (primarily consisting of patents,
patent applications, and in-process patent applications) have been recorded at
their estimated fair value.

   In connection with the acquisition, the Company recorded a deferred tax
liability of $2,151,200, resulting from a difference between the tax basis and


                                       5
<PAGE>

financial statement basis of the assets acquired. Furthermore, the Company has
recorded a corresponding $2,151,200 reduction in its valuation allowance on its
deferred tax assets as of March 31, 2005 to reflect management's estimate that
it is more likely than not that the Company will realize the tax benefits from
utilization of certain of its tax net operating loss carryforwards from future
reversals of the taxable temporary differences arising from the NES acquisition.
These amounts have been netted together on the Company's condensed balance
sheet.

   The estimated cost of the patent related assets is being amortized over a
6-year period using the straight-line method. For the three and six-month
periods ended June 30, 2005, approximately $224,200 and $370,500 of amortization
was charged against the cost of the patent related assets. No such amortization
was charged in the corresponding periods of the prior year. The estimated cost
of these assets and their estimated useful lives may change as a result of the
completion of a valuation study and as all direct acquisition costs are
finalized. The final adjustments to the estimated costs of these assets are not
expected to be material.

   As of December 31, 2004, prior to the consummation of the acquisition, the
Company had deferred approximately $269,700 of the acquisition costs. These
deferred acquisition costs are included in the transaction costs above.

   The following unaudited pro forma information presents the consolidated
results of the Company as if the NES acquisition had occurred at the beginning
of the respective period. The pro forma information is not necessarily
indicative of what would have occurred had the acquisition been made as of such
period, nor is it indicative of future results of operations. The pro forma
amounts give effect to appropriate adjustments for the fair value of the
patents, amortization and income taxes.

<TABLE>
<CAPTION>
                                         Six Months Ended June 30,
                                             2005          2004
                                         -------------------------
   <S>                                   <C>            <C>
   Revenue                               $2,456,200     $1,580,300
   Net loss                                (692,000)    (1,998,500)
   Loss per share - basic and diluted         (0.02)         (0.10)
</TABLE>

3. Stockholders' Equity

   During the first quarter of 2005, the Company issued 15,489 shares of common
stock to employees under provisions of the Employee Stock Purchase Plan (the
ESPP), resulting in cash proceeds of approximately $4,600.

   During the first quarter of 2005, the Company completed a private placement
(the "2005 private placement"), which, after the Company's stockholders approved
an amendment to the Company's Certificate of Incorporation, resulted in the
issuance of 14,814,800 shares of common stock and gross cash proceeds of
approximately $3,335,000, net of the $665,000 credit issued to AIGH (See Note
2).

   Also during the first quarter of 2005, the Company issued 9,599,993 shares of
common stock, with a value of $3,916,800, to consummate its acquisition of NES
(See Note 2).

   During the first quarter of 2005, the Company reclassified note receivable -
third party from the long-term assets section of its balance sheet to the equity
section under the title note receivable - shareholder to reflect the replacement
of the NES stock that had been collateralizing the note, as of December 31,


                                       6
<PAGE>

2004, with Company stock, upon the consummation of the acquisition of NES (See
Note 2) on January 31, 2005.

   During the first quarter of 2005, the Company received an aggregate of
approximately $54,600 as payment in full of the principal and accrued interest
due from the notes receivable - directors.

4. Litigation

   The Company is currently not involved in any litigation that it believes
would have a materially adverse affect upon its financial results or financial
position.

5. Stock-Based Incentive Programs

   The Company accounts for stock-based compensation under the intrinsic value
method of accounting for stock awards, in accordance with Accounting Principles
Board Opinion number 25, "Accounting for Stock Issued to Employees" (APB 25) as
permitted by Statement of Financial Accounting Standards number 123,
"Stock-Based Compensation" (SFAS 123). The Company has not changed to the fair
value method of accounting for stock-based employee compensation. Had the
Company applied the fair value recognition provisions of SFAS 123 to stock-based
compensation, the Company's net loss and basic and diluted loss per share would
have been changed from the "as reported" amounts to the "pro forma" amounts as
follows for each of the respective periods:

                                                Three months ended June 30,
                                                   2005             2004
   Net loss:                                   ----------       ----------
      As reported:                             $ (267,300)      $ (732,000)

      Add: stock-based compensation expense
      included in net loss, net of related
      tax effects                                   1,000                -

      Deduct: total stock-based compensation
      expense determined under fair-value
      method for all awards, net of related
      tax effects                                (110,800)         (44,400)
                                               ----------       ----------
      Pro forma net loss                       $ (377,100)      $ (776,400)
                                               ==========       ==========
   Basic and diluted loss per share:
      As reported                              $    (0.01)      $    (0.03)
      Pro forma                                $    (0.01)      $    (0.04)

                                                Six months ended June 30,
                                                   2005             2004
   Net loss:                                   ----------       -----------
      As reported:                             $ (585,900)      $(1,163,100)

      Add: stock-based compensation expense
      included in net loss, net of related
      tax effects                                   1,500                 -

      Deduct: total stock-based compensation
      expense determined under fair-value


                                       7
<PAGE>

      method for all awards, net of related
      tax effects                                (194,300)          (73,000)
                                               ----------       -----------
      Pro forma net loss                       $ (778,700)      $(1,236,100)
                                               ==========       ===========
   Basic and diluted loss per share:
      As reported                              $    (0.02)      $     (0.06)
      Pro forma                                $    (0.02)      $     (0.06)

6.  Commitments and Contingencies

   In October 2004, the Company renewed its operating lease for an approximate
3,300 square foot facility in New Hampshire. This lease is cancelable by the
landlord or the Company upon 30-days written notice. Monthly rental payments for
this facility are approximately $5,300.

   The Company currently occupies approximately 1,000 square feet of office
space in Santa Cruz, California. The office space is rented pursuant to a
one-year operating lease, which became effective August 1, 2004. The lease was
extended for the month of August 2005 as the new office space, discussed below,
was not ready for occupancy on August 1, 2005. Rent on thhis facility for the
month of August 2005 is approximately $1,400.

   The Company has signed a three-year operating lease for approximately 1,900
square feet of office space in Santa Cruz, California that it will begin
occupying during August 2005, prior to the expiration of its current office
lease. Rent on this new facility will approximate $2,900 per month over the
course of the lease. The Company has an option to extend the lease term for one
additional three-year period.

   The Company has been occupying leased facilities in Rolling Hills Estates,
California, on a month-to-month basis since October 2002. Rent on this facility
is approximately $1,000 per month.

   The Company has also been renting an office in Berkshire, England, United
Kingdom since December 2002. This operating lease runs through December 2005.
Rent on this office, which can fluctuate depending on exchange rates, is
approximately $400 per month.

   As a condition of a private placement that occurred during January 2004 (the
"2004 private placement"), the Company entered into an Investment Advisory
Agreement with Orin Hirschman, a significant stockholder of the Company,
pursuant to which it was agreed that in the event the Company completes a
transaction with a third party introduced by Mr. Hirschman, the Company shall
pay to Mr. Hirschman 5% of the value of that transaction. The agreement, as
amended, expires on January 29, 2008.

7.  Supplemental Disclosure of Cash Flow Information

   The Company disbursed no cash for the payment of either income taxes or
interest expense during either the three or six-month period ended June 30, 2005
or either of the similar periods in 2004.

   In conjunction with its acquisition of NES (See Note 2), the Company issued
9,599,993 shares of its common stock, with a value of $3,916,800.

   As of December 31, 2004, the Company had capitalized approximately $179,500
and $31,000 of deferred acquisition costs, related to the NES acquisition, that
were included in accounts payable and accrued expenses, respectively.


                                       8
<PAGE>

Additionally, the Company accrued approximately $32,500 of deferred financing
costs, related to the 2005 private placement, as other assets, as of December
31, 2004.

   During the second quarter of 2005, the Company capitalized approximately
$6,100 and $63,100 of costs related to the NES acquisition that were included in
accounts payable and accrued expenses, respectively. Additionally, the Company
accrued approximately $10,200 of costs related to the 2005 private placement.
Also, approximately $4,900 of costs related to the 2005 private placement was
included in accounts payable.

8.  Loss Per Share

   Potentially dilutive securities have been excluded from the computation, as
their effect is antidilutive. For the quarters ended June 30, 2005 and 2004,
22,457,157 and 9,450,762 shares, respectively, of common stock equivalents were
excluded from the computation of diluted loss per share since their effect would
be antidilutive.

9.  New Accounting Pronouncements

   In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS
No. 123R, "Share-Based Payment," which requires companies to expense the value
of employee stock options and similar awards. As of the effective date, the
Company will be required to expense all awards granted, modified, cancelled or
repurchased as well as the portion of prior awards for which the requisite
service has not yet been rendered, based on the grant-date fair value of those
awards as calculated for pro forma disclosures under SFAS No. 123. The Company
will apply SFAS No. 123R using a modified version of prospective application.


   Under this method, compensation cost is recognized on or after the required
effective date for the portion of outstanding awards for which the requisite
service has not yet been rendered, based on the grant-date fair value of those
awards calculated under SFAS No. 123 for either recognition or pro forma
disclosures. On April 14, 2005, the SEC announced a deferral of the effective
date of Statement 123(R) for calendar year companies until the beginning of
2006. The Company expects to adopt Statement 123(R) on January 1, 2006.



                                       9
<PAGE>


ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations

Forward-Looking Statements

   The following discussion of our financial condition and results of operations
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Actual results and the timing of certain events could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors. Such factors, including:

  o  our history of operating losses, and expectation that those
     losses will continue;
  o  the uncertainty as to whether or not we will realize the
     anticipated benefits of acquiring NES;
  o  that a significant portion of our revenue has been and
     continues to be earned from a very limited number of
     significant customers;
  o  that our stock price has been volatile and you could lose your
     investment; and
  o  other factors set forth under "Risk Factors" in our Annual Report on
     Form 10-K for the year ended December 31, 2004 and in other documents we
     filed with the Securities and Exchange Commission, could have a material
     adverse effect upon our business, results of operations and financial
     condition.

Overview

   We are developers of business connectivity software, including Unix, Linux
and Windows server-based software, with an immediate focus on web-enabling
applications for use by independent software vendors (ISVs), application service
providers (ASPs), corporate enterprises, governmental and educational
institutions, and others.

    Server-based computing, sometimes referred to as thin-client computing, is a
computing model where traditional desktop software applications are relocated to
run entirely on a server, or host computer. This centralized deployment and
management of applications reduces the complexity and total costs associated
with enterprise computing. Our software architecture provides application
developers with the ability to relocate applications traditionally run on the
desktop to a server, or host computer, where they can be run over a variety of
connections from remote locations to a variety of display devices. With our
server-based software, applications can be web enabled, without any modification
to the original application software required, allowing the applications to be
run from browsers or portals. Our server-based technology can web-enable a
variety of Unix, Linux or Windows applications.

   On January 31, 2005, we acquired NES, which is engaged in the development and
patenting of proprietary technologies relating to the submission, storage,
retrieval and security of information remotely accessed by computers, typically
through computer networks or the Internet. In a contemporaneous transaction, we
issued, in the 2005 private placement newly authorized Series A Preferred Stock
and warrants to purchase newly authorized Series B Preferred Stock.

    These transactions are described in our Current Report on Form 8-K, filed
with the Securities and Exchange Commission (SEC) on February 4, 2005.

                                       10
<PAGE>

   In order to ensure that we will be able to realize our assets and settle our
liabilities within the normal course of our business operations, we must
consider several aggressive strategic initiatives aimed at increasing revenue or
securing additional alternative sources of financing. If we were unsuccessful in
increasing revenues or finding additional alternative sources of financing, we
would face a severe constraint on our ability to sustain operations in a manner
that would create future growth and viability, and we may need to cease
operations entirely.

Critical Accounting Policies

   The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States requires us
to make judgments, assumptions and estimates that affect the amounts reported in
the Condensed Financial Statements and accompanying notes. Estimates are used
for, but not limited to, the accounting for the allowance for doubtful accounts,
the impairment of intangible assets, contingencies and other special charges and
taxes. Actual results could differ materially from these estimates. The
following critical accounting policies are impacted significantly by judgments,
assumptions and estimates used in the preparation of the Condensed Consolidated
Financial Statements.

Revenue Recognition

   Generally, software license revenues are recognized when a non-cancelable
license agreement has been signed and the customer acknowledges an unconditional
obligation to pay, the software product has been delivered, there are no
uncertainties surrounding product acceptance, the fees are fixed or determinable
and collection is considered probable. Delivery is considered to have occurred
when title and risk of loss have been transferred to the customer, which occurs
when the customer is given access to the licensed programs. If collectibility is
not considered probable, revenue is recognized when the fee is collected.

   Revenue earned on software arrangements involving multiple elements is
allocated to each element arrangement based on the relative fair values of the
elements. If there is no evidence of the fair value for all the elements in a
multiple element arrangement, all revenue from the arrangement is deferred until
such evidence exists or until all elements are delivered. We recognize revenue
from the sale of software licenses when all the following conditions are met:

  o Persuasive evidence of an arrangement exists;
  o Delivery has occurred or services have been rendered;
  o Our price to the customer is fixed or determinable; and
  o Collectibility is reasonably assured.

   Revenues recognized from multiple-element software arrangements are allocated
to each element of the arrangement based on the fair values of the elements,
such as licenses for software products, maintenance or customer training. The
determination of fair value is based on objective evidence. We limit our
assessment of objective evidence for each element to either the price charged
when the same element is sold separately or the price established by management
having the relevant authority to do so, for an element not yet sold separately.
If evidence of fair value of all undelivered elements exists but evidence does
not exist for one or more delivered elements, then revenue is recognized using
the residual method. Under the residual method, the fair value of the


                                       11
<PAGE>

undelivered elements is deferred and the remaining portion of the arrangement
fee is recognized as revenue.

   Certain of our Independent Software Vendors ("ISVs"), Value-Added Resellers
("VARs") or Application Service Provider ("ASPs") customers (who we refer to as
"resellers") prepay for licenses they intend to resell. Upon receipt of the
prepayment, if all other revenue recognition criteria outlined above have been
met, we recognize licensing revenue when the reseller is given access to the
licensed programs. The resellers provide monthly sell-through reports that
detail, for the respective month, the number of licenses purchased from us, the
number they have sold to other parties, the ending balance of licenses they hold
as inventory available for future sale and in some cases certain information
pertaining to their customers such as customer name, licenses purchased,
purchase date and contact information. We monitor and reconcile the resellers'
inventory records to our records via the monthly sell-through reports.

   Other resellers will only purchase licenses from us when they have already
closed a deal to sell the product(s) to another party. These resellers will
typically submit a purchase order in order to receive product that they can
deliver to their customer. In these cases, assuming all other revenue
recognition criteria, as set forth above, have been satisfied, we recognize
licensing revenue when the reseller has been given access to the licensed
programs. There are no rights of return granted to resellers or other purchasers
of our software programs.

   We recognize revenue from service contracts ratably over the related contract
period, which generally ranges from 1-5 years.

Allowance for Doubtful Accounts

   The allowance for doubtful accounts is based on our assessment of the
collectibility of specific customer accounts and the aging of the accounts
receivable. If there is a deterioration of a major customer's credit worthiness
or actual defaults are higher than our historical experience, our estimates of
the recoverability of amounts due us could be adversely affected.

Capitalized Software Development Costs

   Software development costs incurred in the research and development of new
products are expensed as incurred until technological feasibility, in the form
of a working model, has been established, at which time such costs are typically
capitalized until the product is available for general release to customers.
Capitalized costs are amortized based on either estimated current and future
revenue for the product or straight-line amortization over the shorter of three
years or the remaining estimated life of the product, whichever produces the
higher expense for the period.

Patents

   The estimated cost of the patents and patent-related assets acquired in the
NES acquisition is being amortized over a 6-year period using the straight-line
method. The estimated cost of these assets and their estimated useful lives may
change as a result of the completion of a valuation study and as all direct
acquisition costs are finalized. The final adjustments to the estimated costs of
these assets are not expected to be material.

                                       12
<PAGE>

Impairment of Intangible Assets

   We perform impairment tests on our intangible assets on an annual basis or
when circumstances indicate that a potential impairment may have occurred. In
response to changes in industry and market conditions, we may strategically
realign our resources and consider restructuring, disposing of, or otherwise
exiting businesses, which could result in an impairment of intangible assets.

Loss Contingencies

   We are subject to the possibility of various loss contingencies arising in
the ordinary course of business. We consider the likelihood of the loss or
impairment of an asset or the incurrence of a liability as well as our ability
to reasonably estimate the amount of loss in determining loss contingencies. An
estimated loss contingency is accrued when it is probable that a liability has
been incurred or an asset has been impaired and the amount of the loss can be
reasonably estimated. We regularly evaluate current information available to us
to determine whether such accruals should be adjusted.

Stock Compensation

   We apply Accounting Principles Board (APB) Opinion No. 25, "Accounting for
Stock Issued to Employees" and related interpretations thereof (hereinafter
collectively referred to as APB 25) when accounting for our employee and
directors stock options and employee stock purchase plans. In accordance with
APB 25, we apply the intrinsic value method in accounting for employee stock
options. Accordingly, we generally recognize no compensation expense with
respect to stock-based awards to employees.

   We have determined pro forma information regarding net income and earnings
per share as if we had accounted for employee stock options under the fair value
method as required by Statement of Financial Accounting Standards (SFAS) No.
123, "Accounting for Stock-Based Compensation" as amended by SFAS 148
(hereinafter collectively referred to as SFAS 123). The fair value of these
stock-based awards to employees was estimated using the Black-Scholes
option-pricing model. Had compensation cost for our stock option plans and
employee stock purchase plan been determined consistent with SFAS 123, our
reported net loss and net loss common per share would have been changed to the
amounts discussed elsewhere in this Form 10-Q.

Loss Per Share of Common Stock

   Basic loss per share includes no dilution and is computed by dividing income
available to common shareholders by the weighted-average number of common shares
outstanding for the period. Diluted loss per share reflects the potential
dilution of securities by adding other common stock equivalents, including
common stock options, warrants and redeemable convertible preferred stock, in
the weighted average number of common shares outstanding for a period, if
dilutive. Potentially dilutive securities have been excluded from the
computation, as their effect is antidilutive. For the quarters ended June 30,
2005 and 2004, 22,457,157 and 9,450,762 shares, respectively, of common stock
equivalents were excluded from the computation of diluted loss per share since
their effect would be antidilutive.

                                       13
<PAGE>

Results of Operations for the Three and Six-Month Periods Ended June 30, 2005
Versus the Three and Six-Month Periods Ended June 30, 2004.

   Revenue

   Product line revenue for the three-month periods ended June 30, 2005 and
2004, was as follows:

<TABLE>
<CAPTION>
                                                          Change in
   Product licenses         2005         2004       Dollars      Percent
   ----------------     -----------   ----------   ----------   ---------
   <S>                  <C>           <C>          <C>             <C>
   Windows              $   520,300   $  179,200   $  341,100      190.3%
   Unix                     429,200      251,600      177,600       70.6
                        -----------   ----------   ----------
                            949,500      430,800      518,700      120.4
                        -----------   ----------   ----------
   Service fees
   Windows                  161,200      116,300       44,900       38.6
   Unix                     153,500      125,600       27,900       22.2
                        -----------   ----------   ----------
                            314,700      241,900       72,800       30.1
                        -----------   ----------   ----------
   Other (1)                 11,600        4,700        6,900      146.8
                        -----------   ----------   ----------
   Total Revenue        $ 1,275,800   $  677,400   $  598,400       88.3%
                        ===========   ==========   ==========
</TABLE>

   (1) Amortization of private labeling and other fees. Private labeling fees
       are derived when we contractually agree to allow a customer to brand our
       product with their name. We defer these fees upon contract signing and
       recognize the revenue ratably over the initial term of the contract,
       typically, three years.

   Product line revenue for the six-month periods ended June 30, 2005 and 2004,
was as follows:

<TABLE>
<CAPTION>
                                                          Change in
   Product licenses         2005         2004       Dollars      Percent
   ----------------     -----------   ----------   ----------   ---------
   <S>                  <C>           <C>          <C>              <C>
   Windows              $ 1,141,100   $  608,900   $  532,200       87.4%
   Unix                     696,100      468,100      228,000       48.7
                        -----------   ----------   ----------
                          1,837,200    1,077,000      760,200       70.6
                        -----------   ----------   ----------
   Service fees
   Windows                  304,300      253,200       51,100       20.2
   Unix                     297,100      240,800       56,300       23.4
                        -----------   ----------   ----------
                            601,400      494,000      107,400       21.7
                        -----------   ----------   ----------
   Other (1)                 17,600        9,300        8,300       89.2
                        -----------   ----------   ----------
   Total Revenue        $ 2,456,200   $1,580,300   $  875,900       55.4%
                        ===========   ==========   ==========
</TABLE>

   (1) Amortization of private labeling and other fees.

   The increases in both Windows and Unix-based product licenses revenue for the
three and six-month periods ended June 30, 2005, as compared with the same
periods in 2004 were reflective of how such revenue varies because a significant
portion of this revenue has been, and continues to be earned from a very limited
number of significant customers. Consequently, if any of these significant
customers change their order level or fail to order during the reporting period,
our revenue could be materially adversely impacted. We expect this situation to
continue throughout 2005.

   During the second quarter of 2005, we recognized approximately $200,000 of
Windows-based product revenue from our distributor in Japan as compared with $0
during the same period of 2004. Additionally, we recognized approximately
$97,000 and $89,700 more revenue from two of our OEM's, respectively, during the
second quarter of 2005 as compared with the same period in 2004.

                                       14
<PAGE>

   Partially offsetting these amounts were decreases of approximately $54,600,
$37,800 and $31,300 in Windows-based product revenue from three resellers who
generated revenues for us during the second quarter of 2004 but generated no
such revenues for us during the second quarter of 2005.

   The increase in Unix-based product revenue was primarily due to one Unix
reseller who had not generated Unix-based product revenue for us since December
2003. During the second quarter of 2005, this reseller generated $130,000 of
Unix-based product revenue, reflecting one large sale that closed during the
period.

   The remainder of the increases in second quarter 2005 Windows and Unix-based
product revenue, as compared with the first quarter of 2004, was due to a
combination of the demand by and composition of our various smaller customers.

   During the first six months of 2005, our distributor in Japan generated
approximately $212,300 more Windows-based product revenue than during the same
period in 2004. One of our larger resellers generated approximately $153,600
more Windows-based product revenue during the first six months of 2005, as
compared with the first six months of 2004. Additionally, we recognized $72,000
of Windows-based product revenue during the first six months of 2005 from a
one-time sale to a new enterprise customer.

   Unix-based product revenue for the six-month period ended June 30, 2005, as
compared with the same period in 2004, increased primarily due to the $130,000
reseller transaction that closed during the second quarter of 2005, as outlined
above.

   The remainder of the increases in Windows and Unix-based product revenue for
the first six months of 2005, as compared with the same period of 2004, was due
to a combination of the demand by and composition of our various smaller
customers.

   Our customers typically purchase a maintenance contract at the time they
license our product. Our Windows-based maintenance contracts are primarily for a
one-year time period and generally are renewed upon expiration. Our Unix-based
maintenance contracts vary in term from one to five years and generally are
renewed upon expiration. Service fees associated with maintenance contracts are
deferred and recognized as revenue ratably over the underlying service period of
the maintenance contract.

   The increase in both Windows and Unix-based service fees for the three and
six-month periods ended June 30, 2005, as compared with the same periods of the
prior year was primarily due to higher levels of maintenance contract purchases
that began approximately during the third quarter of 2004 and have continued
into 2005.

   Cost of Revenue

   Cost of revenue consists primarily of the amortization of capitalized
technology developed in-house, customer service costs and the amortization of
purchased technology costs. Shipping and packaging materials are immaterial as
virtually all of our deliveries are made via electronic means over the Internet.
Under accounting principles generally accepted in the United States, research
and development costs for new product development, after technological
feasibility is established, are recorded as "capitalized software" on our
balance sheet. Such capitalized costs are subsequently amortized as cost of
revenue over the shorter of three years or the remaining estimated life of the
products.

                                       15
<PAGE>

   Cost of revenue decreased by $174,000, or 57.1%, to $130,600 for the second
quarter of 2005, from $304,600 for the second quarter of 2004. Product costs
decreased by $177,400, or 76.9%, to $53,400 for the second quarter of 2005, from
$230,800 for the second quarter of 2004. Service costs increased by $3,400, or
4.6%, to $77,200 for the second quarter of 2005, from $73,800 for the second
quarter of 2004.

   Cost of revenue decreased by $363,100, or 59.1%, to $251,700 for the six
months ended June 30, 2005, from $614,800 for the same period of 2004. Product
costs decreased by $353,300, or 77.3%, to $103,800 for the six months ended June
30, 2005, from $457,100 for the same period of 2004. Service costs decreased by
$9,800, or 6.2%, to $147,900 for the six months ended June 30, 2005, from
$157,700 for the same period of 2004.

   The decrease in product costs for both the three and six-month periods ended
June 30, 2005, as compared with the same periods in 2004 was because our
purchased technology became fully amortized as of June 30, 2004. Product costs
incurred during both the three and six-month periods ended June 30, 2005
primarily consisted of the amortization of capitalized software development
costs. We expect these costs to remain consistent throughout 2005.

   The increase in second quarter 2005 service costs, as compared with the same
period in 2004, was primarily a result of salary adjustments that took effect
during the third quarter of 2004 and increases in other employee-related costs.

   The decrease in service costs for the six months ended June 30, 2005, as
compared with the same period in 2004, resulted from certain engineers spending
more time in other engineering-related tasks than customer service in 2005, as
compared with 2004. The amount of time our engineers spend in customer service
is a function of the number of customer service inquiries received, and their
complexity. Whenever the resolution of customers' inquiries permit, engineers
whose first priority is customer service will assist with other
engineering-related tasks.

   We expect costs of revenue to remain fairly constant over the next few
reporting periods. Cost of revenue was approximately 10.2% and 45.0% of revenue
for the second quarter of 2005 and 2004, respectively, and 10.2% and 38.9% of
revenue for the six-month periods ended June 30, 2005 and 2004, respectively.

   Selling and Marketing Expenses

   Selling and marketing expenses primarily consist of employee costs,
consulting services and travel and entertainment. Selling and marketing expenses
for the second quarter of 2005 decreased by $62,600, or 15.5%, to $342,100 from
$404,700 for the second quarter of 2004. Selling and marketing expenses for the
first six months of 2005 decreased by $85,900, or 11.3%, to $676,900 from
$762,800 for the first six months of 2004.

   Expense categories that were primary contributors to the net decrease in the
second quarter of 2005 as compared with the second quarter of 2004 are
summarized as follows:


                                       16
<PAGE>


<TABLE>
<CAPTION>
                                      Increase
                                     (Decrease)
           Expense                    From 2004
           -------                    ---------
           <S>                        <C>
           Employees costs            $ (39,000)
           Commissions and bonuses       43,500
           Consulting services          (27,000)
           Recruitment                  (17,000)
           Other items                  (23,100)
                                      ---------
                                      $ (62,600)
                                      =========
</TABLE>

   Expense categories that were primary contributors to the net decrease in the
first six months of 2005 as compared with the same period of 2004 are summarized
as follows:
<TABLE>
<CAPTION>
                                      Increase
                                     (Decrease)
           Expense                    From 2004
           -------                    ---------
           <S>                        <C>
           Employees costs            $(57,000)
           Commissions and bonuses     107,400
           Consulting services         (79,000)
           Recruitment                 (17,000)
           Travel & entertainment      (18,000)
           Other items                 (22,300)
                                      --------
                                      $(85,900)
                                      ========
</TABLE>

   The decrease in employee costs for the three and six-month periods ended June
30, 2005, as compared with the same periods in 2004, resulted primarily from
having two fewer sales representatives during these periods of 2005 as compared
with 2004.

   The increase in commissions and bonuses for the three and six-month periods
ended June 30, 2005, as compared with the same periods in 2004, resulted from an
increase in new orders during these periods in 2005, as compared with 2004, and
the attainment of certain performance objectives during each of these periods in
2005, respectively.

    Consulting services were decreased during both the three and six-month
periods ended June 30, 2005, as compared with the same periods in 2004, as we
began deferring certain planned selling and marketing activities towards the end
of the fourth quarter of 2004 and have continued doing so in 2005 as we strive
to determine the most cost effective use of our marketing expenditures.

   Recruitment expenses were lower during the three and six-month periods ended
June 30, 2005, as compared with the same periods in 2004, as we did not fill
either of the two positions of the terminated sales representatives, discussed
above.

   Cumulative travel and entertainment expense for the first six months of 2005
is lower than that for the same period in 2004 primarily as a result of having
two fewer sales representatives, as discussed above.

   We anticipate that selling and marketing expenses for 2005 will approximate
2004 levels. Selling and marketing expenses were 26.8% and 59.7% of revenue for
the second quarter of 2005 and 2004, respectively, and 27.6% and 48.3% of
revenue for the first six months of 2005 and 2004, respectively.

                                       17
<PAGE>

   General and Administrative Expenses

   General and administrative expenses primarily consist of employee costs,
legal, professional and other outside services, amortization and depreciation,
travel and entertainment, certain costs associated with being a publicly held
corporation, and bad debts expense. Additionally included in general and
administrative costs are the costs associated with deriving economic benefits
from the patent-related assets acquired from NES. General and administrative
expenses for the second quarter of 2005 increased by $505,000, or 192.0%, to
$768,000 from $263,000 for the second quarter of 2004, and by $982,400, or
191.6%, to $1,495,100 for the first six months of 2005, as compared with
$512,700 for the same period of 2004.

   Expense categories that were primary contributors to the net increase in
second quarter 2005 as compared with 2004 are summarized as follows:

<TABLE>
<CAPTION>
                                           Increase
                                          (Decrease)
           Expense                         From 2004
           -------                         ---------
           <S>                             <C>
           Employee costs                  $ 122,000
           Professional services             103,000
           Depreciation and amortization     224,000
           Bad debts expense                  15,200
           Other items                        40,800
                                           ---------
                                           $ 505,000
                                           =========
</TABLE>

   Expense categories that were primary contributors to the net increase in
general and administrative expense for the first six months of 2005 as compared
with the same period in 2004 are summarized as follows:
<TABLE>
<CAPTION>

                                           Increase
                                          (Decrease)
           Expense                         From 2004
           -------                         ---------
           <S>                             <C>
           Employee costs                  $ 222,000
           Professional services             288,000
           Depreciation and amortization     370,000
           Bad debts expense                  15,200
           Other items                        87,200
                                           ---------
                                           $ 982,400
                                           =========
</TABLE>

   The increase in employee costs in the three and six-month periods ended June
30, 2005, as compared with the same periods in 2004, was primarily due to having
more employees. Two of these employees, hired during the first quarter of 2005,
have been tasked with developing revenue opportunities for the patents and
patent applications we acquired in conjunction with the NES acquisition.
Additionally, these employees are also responsible for developing additional
patent applications. An employee was hired into the accounting department during
the second quarter of 2005, replacing an outside consultant.

   The primary reason for the increases in professional services for both the
three and six-month periods ended June 30, 2005, as compared with the same
periods in 2004, was legal fees related to the administration of the patent
portfolio, which we began incurring upon the consummation of the NES acquisition
in January 2005, as well as legal fees pertaining to general corporate
operations, due to the integration of the NES acquisition, as described above.

   Depreciation and amortization expense increased in both the three and
six-month periods ended June 30, 2005, as compared with the same periods in


                                       18
<PAGE>

2004, primarily due to the commencement of amortization of the patent-related
assets acquired from NES in January 2005. We expect depreciation and
amortization to be significantly higher for the remainder of 2005 due to the
amortization of the patent-related assets.

   As a result of the increased volume of new business and related
uncertainties, we increased our allowance for doubtful accounts during the
second quarter of 2005.

   We anticipate that aggregate general and administrative expenses for 2005
will be substantially higher than 2004, primarily due to the additional
personnel, the amortization of the patent-related assets and the professional
costs associated with the process of realizing the anticipated benefits of the
NES acquisition. General and administrative expenses were approximately 60.2%
and 38.8% of revenues for the second quarter of 2005 and 2004, respectively, and
approximately 60.9% and 32.4% of revenue for the six-month periods ended June
30, 2005 and 2004, respectively.

   Research and Development Expenses

   Research and development expenses consist primarily of employee costs,
payments to contract programmers, rent, depreciation and computer related
supplies. Research and development expenses for the second quarter of 2005
decreased by $127,000, or 28.9%, to $313,000 from $440,000 for the second
quarter of 2004, and by $222,900, or 25.9%, to $636,700 for the first six months
of 2005, as compared with $859,600 for the same period in 2004.

   Under accounting principles generally accepted in the United States, all
costs of product development incurred once technological feasibility has been
established, but prior to general release of the product, are typically
capitalized and amortized to expense over the estimated life of the underlying
product, rather than being charged to expense in the period incurred. No product
development costs were capitalized during either the three or six-month periods
ended June 30, 2005 or 2004.

   Expense categories that were primary contributors to the net decrease in
second quarter 2005 as compared with 2004 are summarized as follows:
<TABLE>
<CAPTION>

                                       Increase
                                      (Decrease)
           Expense                     From 2004
           -------                    ----------
           <S>                        <C>
           Employee costs             $  (81,000)
           Contract programmers          (14,000)
           Depreciation                  (13,000)
           Other items                   (19,000)
                                      ----------
                                      $ (127,000)
                                      ==========
</TABLE>

   Expense categories that were primary contributors to the net decrease in the
first six months of 2005 as compared with the period in 2004 are summarized as
follows:

<TABLE>
<CAPTION>
                                       Increase
                                      (Decrease)
           Expense                     From 2004
           -------                    ----------
           <S>                        <C>
           Employee costs             $ (135,000)
           Contract programmers          (43,000)
           Depreciation                  (32,000)
           Other items                   (12,900)
                                      ----------
                                      $ (222,900)
                                      ==========
</TABLE>

                                       19
<PAGE>

   The decrease in employee costs for the three-month period ended June 30,
2005, as compared with the same period of 2004 was primarily due to having two
fewer engineers. The decrease in employee costs for the six-month period ended
June 30, 2005, as compared with the same period of 2004 was primarily due to
having three fewer engineers and one engineer on unpaid maternity leave.

   The decrease in contract programmers for the three and six-month periods
ended June 30, 2005, as compared with the same periods of 2004, was due to the
non-renewal of certain contracts upon their expiration. Once certain elements of
the work being performed for us was completed, the underlying programmers'
contracts were not renewed as their services were not immediately required. We
believe that we will be able to enter into new contracts with these engineers,
or ones with similar talents, without difficulty in the future, should we need
their services again. We chose not to immediately renew their contracts in
effort to reduce our cash expenditures in order use our research and development
dollars most efficiently.

   Depreciation expense was lower in the both the three and six-month periods
ended June 30, 2005, as compared with the same periods of 2004, because during
2003 and 2004, we purchased virtually no new capitalizable assets in support of
our research and development efforts. Since the beginning of 2003, various
assets have become fully depreciated more quickly than we have replaced them and
hence, depreciation expense has steadily declined. We expect to make more fixed
asset purchases in 2005 than we did in 2004, however, we do not expect to
replace all the assets that have, or will, become fully depreciated.
Consequently, we expect depreciation expense for 2005 to remain lower than 2004
levels.

   We anticipate that research and development expenses for 2005 will be lower
than those incurred during 2004, primarily due to the lower number of engineers
and lower depreciation, as outlined above. Research and development expenses
were approximately 24.5% and 65.0% of revenues for the second quarter of 2005
and 2004, respectively, and approximately 25.9% and 54.4% of revenue for the
six-month periods ended June 30, 2005 and 2004, respectively.

   Interest and other income

   During the three and six-month periods ended June 30, 2005, interest and
other income consisted primarily of interest income on excess cash and note
receivable - shareholder. During the three and six-month periods ended June 30,
2004, interest and other income consisted primarily of interest income on excess
cash. Also included in interest and other income for the six-month period ended
June 30, 2004 was interest income on notes receivable - directors.

   Interest and other income for the second quarter of 2005 increased by $8,100,
or 279.3%, to $11,000 from $2,900 for the second quarter of 2004. Interest and
other income for the first six months of 2005 increased by $13,300, or 204.6%,
to $19,800 from $6,500 for the same period of 2004.

   Interest income on excess cash for both the three and six-moth periods ended
June 30, 2005, approximately $7,800 and $13,200, respectively, as compared with
the same periods of 2004, approximately $2,900 and $5,800, respectively, was
higher, primarily due to higher average cash balances and rates of interest
being earned on those balances in 2005 as compared with 2004. The increase in
the average cash balances in 2005, as compared with 2004, was primarily due to
the net proceeds of the 2005 private placement, approximately $3,019,100, as


                                       20
<PAGE>

compared with the net proceeds of the 2004 private placement, approximately
$936,600. Our excess cash is held in interest bearing money market accounts with
minimum net assets greater than or equal to one billion U.S. dollars.

   Interest income on the note receivable - shareholder was approximately $3,200
and $6,300 for the three and six-month periods ended June 30, 2005, as compared
with $0 and $0 for the corresponding periods of 2004, respectively.

   We anticipate that interest income for the remainder of 2005 will be higher
than comparable periods from 2004 as we expect that we will continue to have
higher average cash balances for the remainder of the year, as compared with the
prior year.

   Net Loss

   As a result of the foregoing items, net loss for the second quarter of 2005
was $267,300, a decrease of $464,700, or 63.5%, from a net loss of $732,000 for
the second quarter of 2004. Net loss for the first six months of 2005 was
$585,900, a decrease of $577,200, or 49.6%, from a net loss of $1,163,100 for
the same period of 2004. As a result of our continued operating loss we intend
to continue to pursue revenue growth opportunities through all available means.

Liquidity and Capital Resources

   We continue to manage our operations to bring our cash expenditures in line
with our revenues in order to determine the most cost effective use of our cash
on hand. We are simultaneously looking at ways to improve our revenue stream.
Additionally, we continue to review potential merger opportunities as they
present themselves to us and at such time as a merger might make financial sense
and add value for our shareholders, we will pursue that merger opportunity. We
believe that improving or maintaining our current revenue stream, coupled with
our cash on hand, including the cash raised in the 2005 private placement will
sufficiently support our operations during 2005.

   On January 31, 2005, we acquired NES for 9,599,993 shares of common stock,
the assumption of approximately $232,800 of NES' indebtedness and the
reimbursement to AIGH Investment Partners, LLC ("AIGH"), an affiliate of a
principal stockholder (Orin Hirschman), of $665,000 for its advance on our
behalf of a like sum in December 2004 to settle certain third party litigation
against NES. We reimbursed the advance through a partial credit against the
price of our securities acquired by AIGH in the 2005 private placement.

   The 2005 private placement, which was consummated on February 2, 2005, raised
a total of $4,000,000, inclusive of the $665,000 credit issued to AIGH. As of
June 30, 2005 we had consumed approximately $315,900 and $796,300 of the cash
raised paying for expenses related to the 2005 private placement and the NES
acquisition, respectively. We estimate that we will disburse an additional
$49,800 and $105,300 of cash paying for expenses related to the 2005 private
placement and the NES acquisition, respectively, however, there can be no
guarantees that these amounts will be final.

   We anticipate incurring further costs associated with the development of the
patents and patent-related assets acquired from NES for the next several
reporting periods. We expect to fund these development costs through working
capital.

   Until the revenues we derive from either the sale of software products or the
licensing of patents are sufficient enough to generate positive cash flows from
operations, we will continue to experience operating losses. Although we believe


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that we will be able to attain sufficient sales levels to meet our operational
needs, there can be no certainty that we will be able to do so. Should the cash
flows generated from sales and working capital be insufficient to satisfy short
term operating needs, or should we be unsuccessful in securing alternative
sources of financing, we may have to significantly curtail the current nature of
our operations.

   As of June 30, 2005, cash and cash equivalents totaled $3,133,200, an
increase of $2,457,900, or 364.0%, from $675,300 as of December 31, 2004. The
increase in cash and cash equivalents was primarily attributable to the
$3,019,100 net cash infusion from the 2005 private placement, which comprises
the majority of the cash provided by our financing activities for the first six
months of 2005. The balance of the cash provided by our financing activities was
derived from the repayment of notes receivable - directors.

   Our net loss for the first six months of 2005 was $585,900. Included in the
net loss were non-cash charges, comprised of depreciation and amortization,
which aggregated approximately $493,000.

Accounts Receivable

   The increase in accounts receivable was primarily due to the timing of sales
transactions, as many transactions were closed towards the end of the second
quarter. The increase in accounts receivable was partially offset by an increase
in our allowance for doubtful accounts, which resulted from the increased volume
of new business and related uncertainties.

Deferred Revenue

   The increase in total deferred revenue, aggregate short and long-term,
generated $239,700 of cash flow during the first six months of 2005. Included in
deferred revenue as of June 30, 2005, were deferred private labeling and other
fees, aggregating approximately $104,000, which we expect to recognize as
revenue, generally, over the underlying term of the respective private labeling
agreement. These agreements typically are for a three-year period and the
revenue is recognized on a straight-line basis over such period.

   Also included in deferred revenue at June 30, 2005 was approximately $27,900
of deferred licensing sales. Generally, product sales that do not satisfy all
criteria for revenue recognition at the time of the transaction are deferred
until all such criteria are met. We anticipate recognizing this revenue during
the next twelve months.

Accounts Payable

   Accounts payable as of June 30, 2005 decreased by $159,800, or 63.9%, to
$90,400 from $250,200 as of December 31, 2004. Accounts payable as of June 30,
2005 were primarily comprised of various operating expenses. Accounts payable as
of December 31, 2004 were comprised of operating expenses and significant costs
associated with the NES acquisition and the 2005 private placement. The amounts
related to the NES acquisition and the 2005 private placement were paid during
the first quarter of 2004 and their payment was the primary reason for the
decrease in accounts payable.

Accrued Expenses

   Accrued expenses as of June 30, 2005 increased by $14,100, or 6.1%, to
$245,500 from $231,400 as of December 31, 2004. Accrued expenses are charges for
services rendered for which an invoice has not yet been received.

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   As of June 30, 2005, increases to December 31, 2004 accrued expenses
included; patent fees, which increased by approximately $13,200, private
placement fees, which increased by approximately $10,300 and advertising
expenses, which increased by approximately $9,000. Partially offsetting these
increases was a deceases of approximately $14,500 in accounting fees.

Accrued Wages

   Accrued wages as of June 30, 2005 increased by $120,800, or 46.4%, to
$380,900 from $260,100 as of December 31, 2004. The increase was primarily due
to increased hiring three new general and administrative employees during the
first six months of 2005, an increase in commissions and bonuses, based on first
quarter 2005 sales, as well as an increase in the costs of employee benefits.

Deferred Compensation

   During the first six months of 2005, we deferred, and amortized, compensation
totaling approximately $8,900 and $1,500, respectively, related to stock options
granted to our interim Chief Executive Officer, Robert Dilworth. We are
amortizing this amount monthly on the straight-line method, to compensation
expense over a three-year period ending in January 2008.

Notes Receivable - Directors

   During the first quarter of 2005, we received payment in full of our notes
receivable - directors, generating operating cash of $50,300. Also during the
first quarter of 2005, we received a $2,600 principal repayment of the note
receivable - shareholder.

Working Capital

   As of June 30, 2005, we had current assets of $3,878,900 and current
liabilities of $1,530,700, which netted to working capital of $2,348,200.
Included in current liabilities was the current portion of deferred revenue of
$813,900.

   We have been successful in significantly reducing operating costs through a
series of strategic restructurings and work force reductions that began in
September of 2001. Based on our current operating revenues and reduced operating
cost structure, and the cash raised in the 2005 private placement, we believe
that we will be able to support our operational needs with currently available
resources for at least the next twelve months. However, due to inherent
uncertainties associated with predicting future operations, there can be no
assurances that these resources will be sufficient to fund our anticipated
expenses during the next twelve months.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

   We are currently not exposed to any significant financial market risks from
changes in foreign currency exchange rates or changes in interest rates and do
not use derivative financial instruments. A substantial majority of our revenue
and capital spending is transacted in U.S. dollars. However, in the future, we
may enter into transactions in other currencies. An adverse change in exchange
rates would result in a decline in income before taxes, assuming that each
exchange rate would change in the same direction relative to the U.S. dollar. In
addition to the direct effects of changes in exchange rates, such changes
typically affect the volume of sales or foreign currency sales price as
competitors' products become more or less attractive.

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ITEM 4. Controls and Procedures

   Our management carried out an evaluation, with the participation of our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures as of June 30, 2005. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were effective to ensure that
information required to be disclosed by us in reports that we file or submit
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported, within the time periods specified in the rules and forms of the
Securities and Exchange Commission.

   There has not been any change in our internal control over financial
reporting in connection with the evaluation required by Rule 13a-15(d) under the
Exchange Act that occurred during the quarter ended June 30, 2005 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

PART II--OTHER INFORMATION

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

   During the three-month period ended June 30, 2005, we granted the following
stock options:

o       stock options to purchase an aggregate 20,000 shares of common stock, at
        exercise prices of $0.39 per share, were granted to a non-executive
        employee;

   The grant of such stock options to the above-listed person was not registered
under the Securities Act of 1933, because the stock options either did not
involve an offer or sale for purposes of Section 2(a)(3) of the Securities Act,
in reliance on the fact that the stock options were granted for no
consideration, or were offered and sold in transactions not involving a public
offering, exempt from registration under the Securities Act pursuant to Section
4(2).

ITEM 6. Exhibits

Exhibit 31 - Rule 13a-14(a)/15d-14(a) Certifications

Exhibit 32 - Section 1350 Certifications





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SIGNATURES

  Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

                                        GraphOn Corporation
                                           (Registrant)

                                    Date:  August 22, 2005
                                    By:  /s/ Robert Dilworth
                                         ---------------------------------
                                           Robert Dilworth,
                                    Chief Executive Officer (Interim) and
                                            Chairman of the Board
                                        (Principal Executive Officer)


                                    Date:  August 22, 2005
                                    By:  /s/ William Swain
                                    ---------------------------------
                                            William Swain,
                                        Chief Financial Officer
                                   (Principal Financial Officer and
                                     Principal Accounting Officer)



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