U.
      S.
      Securities and Exchange Commission




Washington,
      D.C. 20549




**FORM
      10-QSB**




**(** **Mark
      One** **)**




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


For
      the
      quarterly periods ended June 30, 2008


or


o
      Transition Report
      Pursuant to Section 13 of 15(d) of the Securities Exchange Act of
      1934


For
      the
      transition period from ____________ to ______________





Commission
      File Number 000-23025




NOTIFY
      TECHNOLOGY CORPORATION





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




CALIFORNIA
              (State
                or other jurisdiction of
              incorporation
                or organization)
            
            77-0382248
              (IRS
                Employer Identification No.)





1054
      South De Anza Blvd.


San
      Jose,
      CA 95129





(Address
      of principal executive offices)




(408)
      777-7920


(Issuer’s
      telephone number)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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
            o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).




Yes
            o
            No
            x




As
      of
      June 30, 2008, there were 14,075,662 shares of Common Stock
      outstanding.




Transitional
      Small Business Disclosure Format




Yes
            o
            No
            x







INDEX




PART
                I. FINANCIAL INFORMATIONItem
                1.
            Condensed
                Financial Statements:Condensed
                Balance Sheets as of June 30, 2008 (unaudited) and September 30,
                2007
            3Condensed
                Statements of Operations for the three-month and nine-month periods
                ended
                June 30, 2008 and 2007 (unaudited)
            4Condensed
                Statements of Cash Flows for the nine-month periods ended June 30,
                2008
                and 2007 (unaudited)
            5Notes
                to Condensed Financial Statements
            6Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            8Item
                3A(T).
            Controls
                and Procedures
            17PART
                II. OTHER INFORMATIONItem
                5.
            Other
                Information
            17Item
                6.
            Exhibits
            18SIGNATURES
            18




2


**PART
      I. FINANCIAL INFORMATION (unaudited)**





**Item
      1.**  **Financial
      Statements**





**NOTIFY
      TECHNOLOGY CORPORATION**


**CONDENSED
      BALANCE SHEETS**




**June 30,**
            
            **September 30,****2008**
            
            **2007**(unaudited)
            
            (1)**Assets**Current
                assets:Cash
                and cash equivalents
            
            $
            971,318
            
            $
            839,775Accounts
                receivable, net
            
            
            519,641
            
            
            588,295Other
                current assets
            
            
            28,732
            
            
            51,692Total
                current assets
            
            
            1,519,691
            
            
            1,479,762Non-current
                assetsProperty
                and equipment, net
            
            
            107,502
            
            
            98,983Deposit
                on property and equipment(2)
            
            
            56,228
            
            
            —Total
                non-current assets
            
            
            163,730
            
            
            98,983Total
                assets
            
            $
            1,683,421
            
            $
            1,578,745**Liabilities
                and shareholders' deficit**Current
                liabilities:Current
                portion of capital lease obligations
            
            $
            4,373
            
            $
            7,243Accounts
                payable
            
            
            21,587
            
            
            31,915Accrued
                payroll and related liabilities
            
            
            254,183
            
            
            260,216Deferred
                revenue
            
            
            2,480,425
            
            
            2,126,518Other
                accrued liabilities
            
            
            180,936
            
            
            143,189Total
                current liabilities
            
            
            2,941,504
            
            
            2,569,081Long
                term portion of capital lease obligations
            
            
            11,823
            
            
            15,519Total
                liabilities
            
            
            2,953,327
            
            
            2,584,600Commitments
                and contingencies
            
            
            0
            
            
            0Shareholders'
                deficit:Preferred
                stock, $0.001 par value, 5,000,000 shares authorized
            
            
            —
            
            
            —Common
                stock, $0.001 par value, 30,000,000 shares authorized, 14,075,662
                and
                13,968,995 shares issued and outstanding on June 30, 2008 and September
                30, 2007, respectively
            
            
            14,076
            
            
            13,969Additional
                paid-in capital
            
            
            23,387,395
            
            
            23,354,759Accumulated
                deficit
            
            
            (24,671,377
            )
            
            (24,374,583
            )Total
                shareholders’ deficit
            
            
            (1,269,906
            )
            
            (1,005,855
            )Total
                liabilities and shareholders' deficit
            
            $
            1,683,421
            
            $
            1,578,745





(1)
      The
      information in this column was derived from our audited financial statements
      for
      the year ended September 30, 2007.


(2)
      Consists of a project in process to install a new accounting
      system.





See
      accompanying notes to condensed financial statements


3


**NOTIFY
      TECHNOLOGY CORPORATION**


**CONDENSED
      (UNAUDITED) STATEMENTS OF OPERATIONS**





**Three-Month Periods**
            
            **Nine-Month Periods****Ended June 30,**
            
            **Ended June 30,****2008**
            
            **2007**
            
            **2008**
            
            **2007**Revenue:Product
                revenue
            
            $
            1,144,800
            
            $
            937,607
            
            $
            3,331,443
            
            $
            2,720,694Service
                revenue
            
            
            —
            
            
            —
            
            
            —
            
            
            237,991Total
                revenue
            
            
            1,144,800
            
            
            937,607
            
            
            3,331,443
            
            
            2,958,685Cost
                of Revenue:Product
                cost
            
            
            2,590
            
            
            5,371
            
            
            11,455
            
            
            13,677Royalty
                payments
            
            
            30,647
            
            
            25,543
            
            
            105,284
            
            
            75,656Total
                cost of sales
            
            
            33,237
            
            
            30,914
            
            
            116,739
            
            
            89,333Gross
                profit
            
            
            1,111,563
            
            
            906,693
            
            
            3,214,705
            
            
            2,869,352Operating
                expenses:Research
                and development
            
            
            414,788
            
            
            328,035
            
            
            1,186,960
            
            
            945,062Sales
                and marketing
            
            
            472,378
            
            
            369,618
            
            
            1,374,160
            
            
            1,247,004General
                and administrative
            
            
            310,079
            
            
            302,926
            
            
            956,859
            
            
            977,692Total
                operating expenses
            
            
            1,197,245
            
            
            1,000,579
            
            
            3,517,979
            
            
            3,169,758Loss
                from operations
            
            
            (85,682
            )
            
            (93,886
            )
            
            (303,274
            )
            
            (300,406
            )Other
                income net
            
            
            2,615
            
            
            120
            
            
            6,479
            
            
            2,677Net
                loss
            
            $
            (83,067
            )
            $
            (93,766
            )
            $
            (296,795
            )
            $
            (297,729
            )Basic
                net loss per share
            
            $
            (0.01
            )
            $
            (0.01
            )
            $
            (0.02
            )
            $
            (0.02
            )Basic
                weighted average shares outstanding
            
            
            14,075,662
            
            
            13,968,995
            
            
            14,046,336
            
            
            13,968,995





See
      accompanying notes to condensed financial statements


4


**NOTIFY
      TECHNOLOGY CORPORATION**


**CONDENSED
      STATEMENTS OF CASH FLOWS**





**Nine-Month Periods****Ended June 30,****2008**
            
            **2007**(Unaudited)**Cash flows provided by (used in) operating activities:**Net
                loss
            
            $
            (296,795
            )
            $
            (297,729
            )Adjustments
                to reconcile net loss to cash provided by operating
                activities:Depreciation
                and amortization
            
            
            43,641
            
            
            31,607Gain
                from the sale of property and equipment
            
            
            —
            
            
            (3,000
            )SFAS
                123(R) expense
            
            
            4,810
            
            
            29,303Changes
                in operating assets and activities:Accounts
                receivable
            
            
            68,654
            
            
            15,886Other
                current assets
            
            
            22,960
            
            
            8,881Accounts
                payable
            
            
            (10,624
            )
            
            5,938Deferred
                revenue
            
            
            353,907
            
            
            345,653Other
                accrued liabilities
            
            
            32,009
            
            
            (49,285
            )Net
                cash provided by (used in) operating activities
            
            
            218,562
            
            
            87,254**Cash
                flows provided by (used in) investing activities:**Purchase
                of property and equipment
            
            
            (52,160
            )
            
            (28,628
            )Deposit
                on property and equipment
            
            
            (56,228
            )
            
            —Proceeds
                from the sale of fixed assets
            
            
            —
            
            
            3,000Net
                cash used in investing activities
            
            
            (108,388
            )
            
            (25,628
            )**Cash
                flows provided by (used in) financing activities:**Proceeds
                from exercise of options
            
            
            27,933
            
            
            —Principal
                payments on capital lease obligations
            
            
            (6,564
            )
            
            (13,544
            )Net
                cash provided by (used in) financing activities
            
            
            21,369
            
            
            (13,544
            )Net
                increase (decrease) in cash and cash equivalents
            
            
            131,543
            
            
            48,082Cash
                and cash equivalents at beginning of period
            
            
            839,775
            
            
            829,406Cash
                and cash equivalents at end of period
            
            $
            971,318
            
            $
            877,488Supplemental
                disclosure of cash informationCash
                paid for interest
            
            $
            1,497
            
            $
            1,164Cash
                paid for taxes
            
            $
            2,430
            
            $
            —




See
      accompanying notes to condensed financial statements




5




**NOTIFY
      TECHNOLOGY CORPORATION**





1.  BASIS
      OF
      PRESENTATION





The
      accompanying unaudited condensed financial statements of Notify Technology
      Corporation (referred to as “the Company”, “we”, “us” and “our” unless the
      context otherwise requires) have been prepared in accordance with accounting
      principles generally accepted in the United States of America for interim
      financial information and the instructions of Regulation S-B Item 310(b) and
      Article 10 of Regulation S-X. The condensed financial statements included herein
      are unaudited but include all adjustments (consisting only of normal recurring
      adjustments), which we consider necessary for a fair presentation of the
      financial position at such date and the operating results and cash flows for
      those periods. Although we believe that the disclosures in these condensed
      financial statements are adequate to make the information presented not
      misleading, certain information normally included in financial statements and
      related footnotes prepared in accordance with accounting principles generally
      accepted in the United States of America have been condensed or omitted pursuant
      to the rules and regulations of the Securities and Exchange Commission. The
      accompanying condensed financial statements should be read in conjunction with
      the financial statements and notes thereto included in our Annual Report on
      Form
      10-KSB for the year ended September 30, 2007.





Results
      for any interim period are not necessarily indicative of results for any other
      interim period or for the entire year.





2.  NET
      INCOME (LOSS) PER SHARE





The
      net
      loss per share for the nine-month period ended June 30, 2008 was a loss of
      $(0.02) compared to a loss of $(0.02) for the same period in the prior year.
      Options to purchase 2,773,000 and 2,961,000 shares of common stock and warrants
      to purchase 1,871,651 and 1,871,651 shares of common stock were outstanding
      at
      June 30, 2008 and 2007, respectively. The outstanding options and warrants
      were
      not included in the computation of diluted net loss per share for the
      three-month and nine-month periods ended June 30, 2008 and 2007 as the effect
      would be anti-dilutive.





3. FINANCING
          ACTIVITIES




On
      May
      29, 2007, Commonwealth Associates, L.P., along with a number of other investors,
      sold all of their interest in the Company, including options to purchase Series
      A Preferred Stock in the form of Unit Purchase Options, to 21X Investments,
      LLC.
      Commonwealth Associates, L.P. and the other investors had originally acquired
      their interest in the July 2001 Preferred Stock Offering of the Company.




21X
      Investments, LLC is beneficially owned by David Brewer, a director and chairman
      of the Audit Committee of the Company since February 2000. As a result of the
      May 29, 2007 transaction, Mr. Brewer acquired approximately 55% beneficial
      ownership of the stock of the Company.




The
      warrants mentioned in note 2 above and the Unit Purchase Options mentioned
      in
      this note 3 expired on July 20, 2008 leaving 14,075,662 shares of common stock
      and options to purchase 2,773,000 shares of common stock as the only issued
      and
      outstanding securities of the Company. There were no remaining obligations
      associated with the expiring warrants and options.





In
      October 2007, we entered into a line-of-credit arrangement with Smith Barney
      that provides borrowing privileges up to amounts secured by any current eligible
      cash balances. On June 30, 2008, we had $300,000 in eligible funds. The loan
      balances carry a variable interest rate of 3⁄4% below prime. In November 2007, we
      used $22,172 of this line-of-credit, which was outstanding as of June 30,
      2008.





4. ACCOUNTING
          FOR STOCK BASED COMPENSATION




Statement
      of Financial Accounting Standards No. 148 (SFAS 148), "Accounting for
      Stock-Based Compensation—Transition and Disclosure, an Amendment of FASB
      Statement No. 123," amends the disclosure requirements of Statement of Financial
      Accounting Standards No. 123 (SFAS 123), "Accounting for Stock-Based
      Compensation," to require more prominent disclosures in both annual and interim
      financial statements regarding the method of accounting for stock-based employee
      compensation and the effect of the method used on reported results.




6
 
  **NOTIFY
          TECHNOLOGY CORPORATION**


On
      October 1, 2006, we adopted Statement of Financial Accounting Standards (SFAS)
      No. 123 (revised 2004), “Share-Based Payment,” requiring us to recognize expense
      related to the fair value of our employee stock option awards. We recognize
      the
      cost of all share-based awards on a graded vesting basis over the vesting period
      of the award. We recognized stock based employee compensation of $4,810 and
      $29,303 in the nine-month periods ended June 30, 2008 and 2007, respectively.
      Our option plan expired in January 2007 and we did not approve a replacement
      stock-based plan in fiscal 2007.




We
      recognized no compensation expense during the first nine months of fiscal 2008
      or in fiscal 2007 related to the grant of options to non-employees.





5.
            PRODUCT
                WARRANTY




We
      warrant our products to current paid-up customers and make available for
      download service update releases that contain the most up-to-date version of
      our
      products. These software updates are continually maintained and released when
      available. As such, we do not maintain a separate warranty reserve but expense
      the cost to create and post any maintenance release as a part of normal
      operations.




6.
            RECENT
                ACCOUNTING PRONOUNCEMENTS




In
      June
      2006, the FASB issued Interpretation No. 48 (“FIN 48”), *“Accounting
      for Uncertainty in Income Taxes,”* which
      clarifies the accounting for uncertainty in income taxes recognized in the
      financial statements in accordance with FASB Statement No. 109, *“
      Accounting for Income Taxes”* .
       FIN 48 provides guidance on the financial statement recognition and
      measurement of a tax position taken or expected to be taken in a tax
      return.  FIN 48 also provides guidance on derecognition,
      classification, interest and penalties, accounting in interim periods,
      disclosures, and transition.  FIN 48 is effective for fiscal years
      beginning after December 15, 2006.  For the nine-month period ended
      June 30, 2008, FIN 48 has had no impact on the condensed financial
      statements.





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      (SFAS) No. 157, *“Fair
      Value Measurements”* .  SFAS
      No. 157 defines fair value, establishes a framework for measuring fair value
      and
      expands disclosures about fair value.  SFAS No. 157 is effective for
      fiscal years beginning after November 15, 2007.  The Company is
      currently evaluating the impact of this standard on the condensed financial
      statements.




In
      February 2007, the FASB issued Statement of Financial Accounting Standards
      (SFAS) No. 159, *“The
      Fair Value Option for Financial Assets and Financial
      Liabilities”* ,  SFAS
      No. 159 provides an option to report selected financial assets and financial
      liabilities using fair value.  The standard establishes required
      presentation and disclosures to facilitate comparisons with companies that
      use
      different measurements for similar assets and liabilities.  SFAS No.
      159 is effective for fiscal years beginning after November 15, 2007, with early
      adoption allowed only if SFAS No. 157 is also adopted.  The Company is
      currently evaluating the impact of this standard on the condensed financial
      statements.




In
      December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business
      Combinations" ("SFAS 141R"). SFAS 141R establishes principles and
      requirements for how an acquirer recognizes and measures in its financial
      statements the identifiable assets acquired, the liabilities assumed, any
      noncontrolling interest in the acquiree and the goodwill acquired.
      SFAS 141R also establishes disclosure requirements to enable the evaluation
      of the nature and financial effects of the business combination. SFAS 141R
      is effective for fiscal years beginning after December 15, 2008. For the
      nine-month period ended June 30, 2008, FIN 48 has had no impact on the condensed
      financial statements.




In
      December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
      Consolidated Financial Statements—an amendment of Accounting Research Bulletin
      No. 51" ("SFAS 160"). SFAS 160 establishes accounting and
      reporting standards for ownership interests in subsidiaries held by parties
      other than the parent, the amount of consolidated net income attributable to
      the
      parent and to the noncontrolling interest, changes in a parent's ownership
      interest, and the valuation of retained noncontrolling equity investments when
      a
      subsidiary is deconsolidated. SFAS 160 also establishes disclosure
      requirements that clearly identify and distinguish between the interests of
      the
      parent and the interests of the noncontrolling owners. SFAS 160 is
      effective for fiscal years beginning after December 15, 2008. For the
      nine-month period ended June 30, 2008, FIN 48 has had no impact on the condensed
      financial statements.




7


**NOTIFY
        TECHNOLOGY CORPORATION**


**Item2.**
              **Management’s
                  Discussion and Analysis of Financial Condition and Results of Operations**




**FORWARD
      LOOKING STATEMENTS**




This
      Quarterly Report on Form 10-QSB 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, which involve risks and
      uncertainties. Forward-looking statements generally include words such as “may,”
“will,” “plans,” “seeks,” ”expects,” “anticipates,” “outlook,” “intends,”
“believes” and words of similar import as well as the negative of those terms.
      In addition, any statements that refer to expectations, projections or other
      characterizations of future events or circumstances, including any underlying
      assumptions, are forward-looking statements. All forward-looking statements
      in
      this Quarterly Report on Form 10-QSB, include, but are not limited
      to:




·  statements
      regarding the future growth of our wireless product line;


·  statements
      regarding future revenue from our products;


·  statements
      regarding our future success;


·  statements
      regarding future costs;


·  statements
      regarding future research and development efforts;


·  statements
      regarding competition in the market for wireless products;


·  statements
      regarding future financial results;


·  statements
      regarding future plans to extend our product line;


·  statements
      regarding the sufficiency of our existing cash balances to fund our operations;
      and


·  statements
      regarding the effect of future financings on our existing
      shareholders




These
      statements are based on current expectations and are subject to important
      factors that could cause actual results to differ materially from those
      projected in the forward-looking statements. Such important factors include,
      but
      are not limited to, those discussed below under “Risk Factors” and elsewhere in
      this Quarterly Report and in other documents we file with the U.S. Securities
      and Exchange Commission. When reading the sections titled "Results of
      Operations" and "Financial Condition," you should also read our unaudited
      condensed financial statements and related notes included elsewhere herein,
      our
      Annual Report on Form 10-KSB for the fiscal year ended September 30, 2007,
      and
      the section below entitled "Risk Factors." We disclaim any obligation to update
      any forward-looking statements as a result of developments occurring after
      the
      date of this Quarterly Report.





**RESULTS
      OF OPERATIONS**




***Three-Month
      Periods Ended June 30, 2008 and 2007***




*Revenue*




Revenue
      consists of net revenue from the sale of NotifyLink software licenses,
      installation fees and the sale of third party software. License revenue is
      recognized on a straight-line basis over the term of each contract. Installation
      revenue is recognized upon completion of trial activity and finalizing the
      software agreement. Third party software revenue is recognized upon delivery
      to
      the customer.





Our
      revenues increased 22% to $1,144,800 in the three-month period ended June 30,
      2008 from $937,607 in the three-month period ended June 30, 2007.





Our
      NotifyLink product is comprised of  a backend server component and a
      wireless device client component. We are a provider of secure real time wireless
      synchronization of email, calendar, contacts and tasks, supporting 13 different
      email platforms. In addition we support any BlackBerry, Palm, Windows Mobile,
      and select Symbian wireless devices on all major cellular voice and data
      networks worldwide. The NotifyLink solution provides users with bi-directional
      mobile “automatic” synchronization of emails sent to end users’ email mailboxes
      and all emails originated forwarded and replied to from the mobile device will
      be synchronized with the user’s email mailbox. The synchronized information
      also keeps personal calendars, contacts, and task
      information continually up to date at both the server and the mobile device
      level.





8
 
 **NOTIFY
          TECHNOLOGY CORPORATION**


We
      sell
      our products primarily in the United States directly to business users and
      resellers. Certain domestic customers have deployed our product to international
      sites, demonstrating NotifyLink’s ability to link our customers’ email across
      international boundaries. We also have limited sales internationally, primarily
      through resellers.




*Cost
      of revenue*




Cost
      of
      revenue consists of the hosting center costs to support the service portion
      of
      our NotifyLink product, the cost of resale software related to NotifyLink and
      royalty expense to NCR for certain technology utilized in our NotifyLink
      product. Cost of revenue increased to $33,237 in the three-month period ended
      June 30, 2008, from $30,914 for the three-month period ended June 30, 2007.
      The
      increase in the cost of revenue was due to the increased volume of
      sales.




Our
      gross
      margin decreased slightly to 97.1% in the three month period ended June 30,
      2008
      compared to a gross margin of 96.7% in the three-month period ended June 30,
      2007. The high gross margins in both periods are because the major costs of
      the
      business consist of product design and sales/support, both of which are
      categorized in operating expenses.





*Research
      and development*





Research
      and development expenses consist primarily of personnel costs and expenses.
      Research and development expenses increased to $414,788 for the three-month
      period ended June 30, 2008 from $328,035 for the three-month period ended June
      30, 2007. The increase was primarily due to personnel additions to increase
      the
      number of operating systems we support, meet the demand of new devices being
      released into the market by device manufacturers and assure backwards
      compatibility of updated software with older devices. Our development efforts
      were devoted to improving our software product in the area of device management,
      porting our solution to new devices and creating new products within the
      NotifyLink family.




Two
      examples of this effort are reflected in the July 11, 2008 press release that
      NotifyLink will support the iPhone and the July 16, 2008 press release that
      Notify joined the Google Enterprise Professional Program. We believe that our
      future success, if any, depends significantly on our ability to continue to
      enhance our existing wireless products and to develop new products and,
      therefore, we intend to continue to incur research and development costs.





*Sales
      and marketing*




Sales
      and
      marketing expense consists primarily of personnel, travel costs and sales
      commissions related to our sales effort of the NotifyLink product line. Sales
      and marketing costs increased to $472,378 for the three-month period ended
      June
      30, 2008 from $369,618 for the three-month period ended June 30, 2007. We use
      an
      internal sales force and a customer support staff to facilitate the NotifyLink
      sales process. The increase in sales expense is due to merit increases in
      salaries and increases in commissions related to the improved sales activity.




We
      anticipate that sales and marketing expenses will increase in future quarters
      as
      we hire additional sales and customer support personnel and attempt to expand
      our existing and create new distribution channels.





9
 
 **NOTIFY
          TECHNOLOGY CORPORATION**


*General
      and administrative*





General
      and administrative expense consists of general management and finance personnel
      costs, insurance expense, rent expense, professional fees and other general
      corporate expenses. General and administrative expenses increased slightly
      to
      $310,079 for the three-month period ended June 30, 2008 from $302,926 for the
      three-month period ended June 30, 2007.





Although
      we have been able to avoid increased expenses in recent periods, we expect
      that
      general and administrative expense may increase in future quarters as we adhere
      to the requirements mandated by the Sarbanes-Oxley Act.




***Nine-Month
      Periods Ended June 30, 2008 and 2007***




*Revenue*




Revenue
      for the nine-month period ended June 30, 2008 increased to $3,331,443 from
      $2,958,685 for the nine-month period ended June 30, 2007. Our wireless
      NotifyLink product line revenue improved 22% to $3,331,443 from $2,720,694
      for
      the nine-month periods ended June 30, 2008 and 2007, respectively. NotifyLink
      revenue accounted for 100% of total revenue in the nine-month period ended
      June
      30, 2008 whereas in the nine-month period ended June 30, 2007, the revenue
      was
      split between NotifyLink and the Visual Got Mail Solution at 92% and 8%,
      respectively. The Visual Got Mail revenue was a mature product line that was
      discontinued in February 2007.





Our
      NotifyLink product line is an email and Personal Information Management system
      designed for business users. The Visual Got Mail Solution service consisted
      of a
      subscription service, operated by us, that linked our legacy hardware product
      to
      a single large customer’s voice mail platform. Our customer finally terminated
      the product that our service supported on February 28, 2007. Consequently,
      our
      contract ended at the same time.




*Cost
      of revenue*




Cost
      of
      revenue consists of inventory costs on hardware sales and server center costs
      and third party royalty fees on our NotifyLink sales. Cost of revenue increased
      to $116,739 in the nine-month period ended June 30, 2008, from $89,333 for
      the
      nine-month period ended June 30, 2007. The increase in the cost of revenue
      was
      in part due to the write-off in March 2007 of $15,950 of prepaid royalties
      on a
      product that became obsolete by developments in the market. The remaining
      increase in cost of revenue was due to increased sales in the nine-month period
      ended June 30, 2008.




Our
      gross
      margin increased to 96.5% in the nine-month period ended June 30, 2008, compared
      to a gross margin of 97.0% in the nine-month period ended June 30, 2007. The
      high gross margins in both periods are because the major costs of the business
      consist of product design and sales/support, both of which are categorized
      in
      operating expenses.





*Research
      and development*





Research
      and development expenses consist primarily of personnel costs and expenses.
      Research and development expenses increased to $1,186,960 for the nine-month
      period ended June 30, 2008 from $945,062 for the nine-month period ended June
      30, 2007. The increase was primarily due to personnel additions to increase
      the
      number of operating systems we support, meet the demand of new devices being
      released into the market by device manufacturers and assure backwards
      compatibility of updated software with older devices. Our development efforts
      were devoted to improving our software product in the area of device management,
      porting our solution to new devices and creating new products within the
      NotifyLink family.




Two
      examples of this effort are reflected in the July 11, 2008 press release that
      NotifyLink will support the iPhone and the July 16, 2008 press release that
      Notify we joined the Google Enterprise Professional Program. We believe that
      our
      future success, if any, depends significantly on our ability to continue to
      enhance our existing wireless products and to develop new products and,
      therefore, we intend to continue to incur research and development costs.




10


**NOTIFY
        TECHNOLOGY CORPORATION**


*Sales
      and marketing*




Sales
      and
      marketing expenses consist primarily of personnel, travel costs and sales
      commissions related to our sales effort of the NotifyLink product line. Sales
      and marketing costs increased to $1,374,160 for the nine-month period ended
      June
      30, 2008 from $1,247,004 for the nine-month period ended June 30, 2007. We
      use
      an internal sales force and a customer support staff to facilitate the
      NotifyLink sales process. The increase in sales expense is due to merit
      increases in salaries and increases in commissions related to the improved
      sales
      activity.




We
      anticipate that sales and marketing expenses will increase in future quarters
      as
      we hire additional sales and customer support personnel and attempt to expand
      our existing referral base and create new distribution channels.





*General
      and administrative*





General
      and administrative expenses consist of general management and finance personnel
      costs, insurance expense, occupancy costs, professional fees, stock based
      compensation expense and other general corporate expenses. General and
      administrative expenses decreased to $956,859 for the nine-month period ended
      June 30, 2008 from $977,692 for the nine-month period ended June 30, 2007.




Although
      we have been able to avoid increased expenses in recent periods, we expect
      that
      general and administrative expense may increase in future quarters as we adhere
      to the requirements mandated by Sarbanes-Oxley Act.





**LIQUIDITY
      AND CAPITAL RESOURCES**




During
      fiscal 2007 and the nine-month period ended June 30, 2008, we funded our
      operations through a combination of our gross profit earned from revenue and
      existing cash balances. Our ability to fund our recurring losses from operations
      depends upon success of our NotifyLink wireless e-mail notification market
      solutions. We continue to evaluate our opportunities to obtain further financing
      but it is not a critical element in our plans.




A
      significant characteristic of our business is the sale of our products
      customarily in the form of annual contracts paid for upon signing but the
      revenue amortized over the twelve month service period. This unamortized
      contract revenue is held in the deferred revenue account on our balance sheet.
      As our installed base grows, this practice increases the deferred revenue
      liability on the balance sheet as we add new contracts faster than old contracts
      expire. The major cost of operations is comprised of (1) the engineering design
      of our product offered for sale and (2) the physical sale of a contract that
      requires both direct sales effort and customer service hours to facilitate
      a
      30-day trial period of our software prior to purchase. The change in the
      NotifyLink deferred revenue to $2,480,425 as of June 30, 2008 from $1,969,259
      as
      of June 30, 2007, combined with the revenue improvement on the income statement
      is an indicator of product sales improvement during the period. Deferred revenue
      also represents the obligation to service the contracts underlying the revenue.
      However, the cash flow required to service the contracts currently is
      significantly less than the amortized revenue recognized each
      month.




Our
      continued operations depend on the cash flow from the NotifyLink sales. In
      the
      event our revenue is interrupted, we would have to reduce our operations to
      service our existing contract obligations unless we secured additional
      financing. If we were unable to achieve NotifyLink revenue improvements or
      secure financing, we would have to restructure our business to reduce costs.




Our
      plans
      to improve our current situation involve the expansion of our product offering
      into niche markets. We believe that these niche markets are not adequately
      addressed by market competitors at the present time. We also intend to
      capitalize on our ability to offer a single middleware solution for those
      companies deploying a variety of manufacturers’ devices on a single email
      system. The success of our business operations will depend upon a significant
      favorable market acceptance for our wireless software products. We continue
      to
      evaluate our opportunities to obtain further financing. It is not possible
      for
      us to predict with assurance the outcome of these matters. ******




11
 
 **NOTIFY
          TECHNOLOGY CORPORATION**


In
      the
      event we require additional capital, we cannot predict whether we will be able
      to obtain financing on commercially reasonable terms, if at all. Any future
      financings may take the form of debt or equity securities or a combination
      of
      debt and equity, including convertible notes or warrants. In the event we are
      required to obtain additional financing, we cannot predict whether we could
      successfully conclude a financing with any new investors. Minimally, we expect
      that any additional financing could result in a substantial dilution of the
      equity and voting interests of our current shareholders.





Warrants
      and options to purchase our preferred shares that had been outstanding since
      July, 2001, expired on July 20, 2008 leaving 14,075,662 shares of common stock
      and options to purchase 2,773,000 shares of common stock as our only issued
      and
      outstanding securities. There were no remaining obligations associated with
      the
      expiring warrants and options. This simplification of our equity structure
      could
      be advantageous in the event we required additional capital.





At
      June
      30, 2008, we had cash and cash equivalents of $971,318, compared to $877,488
      at
      June 30, 2007. Over the last several years, we have financed our operations
      primarily through revenue from operations and existing cash balances. The net
      cash generated by operating activities equaled $218,562 in the nine-month period
      ended June 30, 2008, versus net cash generated by operating activities of
      $87,254 in the nine-month period ended June 30, 2007. The cash generated by
      operations in the nine-month period ended June 30, 2008 was a combination of
      a
      net loss of $296,795 offset by an increase in deferred revenue of $353,907,
      a
      decrease in accounts receivable of $68,654 and an increase in accrued
      liabilities of $32,009. The net cash generated in the nine-month period ended
      June 30, 2007 was attributable to a net loss of $297,729 and a decrease in
      accrued liabilities of $49,285 offset by an increase in deferred revenue of
      $345,653, a decrease in accounts receivable of $15,886 and an increase of
      accounts payable of $5,938.




Net
      cash
      used by investing activities in the nine-month period ended June 30, 2008 was
      an
      outflow of $108,388 for asset purchases and deposit. There was a net cash
      outflow of $25,628 from the purchase and sale of fixed assets in the nine-month
      period ended June 30, 2007.




Net
      cash
      provided by financing activities was an inflow of $21,368 and an outflow of
      $13,544 for the nine-month periods ended June 30, 2008 and 2007, respectively.
      The net cash inflow for the nine-month period ended June 30, 2008 was due to
      $27,933 from the exercise of options, partially offset by $6,565 of payments
      on
      capital leases. The outflow for the nine-month period ended June 30, 2007 was
      due to $13,544 in payments on capital leases.




We
      have
      no off balance sheet arrangements as defined by Item 303(c) of Regulation
      S-B.




**RISK
      FACTORS**




We
      operate in a dynamic and rapidly changing business environment that involves
      numerous risks and uncertainties. The following section lists some, but not
      all,
      of these risks and uncertainties, which may have a material adverse effect
      on
      our business, financial condition or results of operations.





**We
      face significant competition.**




We
      believe the market for our wireless products is generally competitive. In
      particular, in the market for wireless email notification and management
      software, for Microsoft Exchange and Novell GroupWise, there is very strong
      competition. Microsoft and Novell offer similar products at little to no charge
      that function in large parts of the enterprise email market. We sell our product
      in portions of the market the free products do not function or have less
      features. If these lower cost products were extended to our portion of the
      market we would face additional price pressure. We may not be able to compete
      successfully against better funded competitors as the market for our products
      evolves and the level of competition increases. A failure to compete
      successfully against existing and new competitors would materially and adversely
      affect our business, revenue, operating results, and financial
      condition.




12
 
 **NOTIFY
          TECHNOLOGY CORPORATION**


**We
      have a history of losses, and there is no assurance of future
      profitability.**




We
      commenced operations in August 1994 and until January 1996 were engaged
      primarily in the sale of hardware products to the telephone market. We made
      the
      decision in fiscal 2003 to refocus our strategy on developing and selling
      software applications for the wireless data market. Accordingly, our business
      has changed substantially in recent years, making it difficult to make
      period-to-period comparisons of our operations, and we face all of the risks
      and
      uncertainties encountered by early-stage companies. For the fiscal years ended
      September 30, 2007, 2006 and 2005, we incurred net losses of $426,004, $
      314,892, and $557,452, respectively. We incurred a net loss of $296,795 for
      the
      nine-month period ended June 30, 2008 and as of June 30, 2008, we had an
      accumulated deficit of $24,671,377 and a working capital deficit of $1,421,813.




Although
      the cash flow from operations was positive in the nine-month period ended June
      30, 2008, we are not assured we can maintain a positive cash flow from operating
      activities in future quarters and years. We may also incur further operating
      losses in future quarters and years until such time, if ever, as there is a
      substantial increase in orders for our products and product sales generating
      sufficient revenue to fund our continuing operations. There can be no assurance
      that sales of our products will ever generate significant revenue, that we
      will
      generate or maintain positive cash flow from our operations or that we will
      attain or thereafter sustain profitability in any future period.




**If
      the market for wireless data communications devices does not grow, we may not
      successfully increase or maintain the sale of our NotifyLink
      products.**




The
      overall market for wireless data communications devices has experienced growth
      in recent years. The success of our NotifyLink Enterprise On-Premise and
      On-Demand products depends upon this growth. There can be no assurance that
      the
      market for wireless software products will continue to grow. We cannot predict
      that growth of our NotifyLink products will continue. If the various markets
      in
      which our software products compete fail to grow, or grow more slowly than
      we
      currently anticipate, or if we were unable to establish product markets for
      our
      new software products, our business, results of operation and financial
      condition would be materially adversely affected.





**We
      may be unable to generate the cash necessary to support a competitive level
      of
      research and development activities.**




At
      June
      30, 2008, we had an accumulated deficit of $24,671,377 and incurred a net loss
      for the nine-month period ended June 30, 2008 of $296,795. We also had a working
      capital deficit at that date of $1,421,813. Our NotifyLink products will need
      to
      maintain a favorable market acceptance in order for us to be able to continue
      our current level of research and development activity and to fund operating
      expenses at a level necessary to stay competitive. Regardless, because our
      NotifyLink wireless product line has not generated sufficient contributions
      to
      our revenues to date to operate profitably at the current level of research
      and
      development, an increase in the level of research and development driven by
      market pressures could require us to obtain further financing. Obtaining
      additional financing will be subject to a number of factors including market
      conditions, investor acceptance of our business plan, and investor sentiment.
      These factors may make the timing, amount, terms and conditions of additional
      financing unattractive or unavailable to us. If, in a situation that required
      an
      increase in research and development, we are unable to obtain significant market
      acceptance of our wireless products or raise additional financing, we will
      have
      to significantly reduce our spending in other areas, delay or cancel planned
      activities or substantially change our current corporate structure. In such
      an
      event, we intend to implement expense reduction plans in a timely manner.
      However, these actions would have material adverse effects on our business,
      results of operations, and prospects, resulting in a possible failure of our
      business.




**If
      we are unable to develop, market and sell new and improved wireless products
      on
      a timely basis, we could lose existing and potential customers and our sales
      could decrease.**




We
      continue to invest in our wireless products in order to grow our revenue and
      improve our financial condition. We need to develop market and sell new and
      improved wireless software products on a timely basis to keep pace with
      technological developments, emerging industry standards, and the growing needs
      of our sophisticated customers. We may experience difficulties in marketing
      and
      selling new products, and our inability to timely and cost-effectively introduce
      new products and future enhancements, or the failure of these new products
      or
      enhancements to achieve market acceptance, could seriously harm our business.
      Life cycles of wireless software products are difficult to predict, because
      the
      market for such products is relatively new and evolving and characterized by
      rapid technological change, frequent enhancements to existing products and
      new
      product introductions, changing customer needs and evolving industry standards.
      The introduction of competing products that employ new technologies and emerging
      industry standards could render our products and services obsolete and
      unmarketable or shorten the life cycles of our products and services. The
      emergence of new industry standards might require us to redesign our products.
      If our products are not in compliance with industry standards that become
      widespread, our customers and potential customers may not purchase our
      products.




13


**NOTIFY
        TECHNOLOGY CORPORATION**


**Revenues
      or expenses may vary, affecting our quarterly operating
      results.**




We
      anticipate that we will experience significant fluctuations in our operating
      results in the future. Fluctuations in operating results may cause the price
      of
      our common stock to be volatile. Operating results may vary as a result of
      many
      factors, including the following:




·
            our
                level of research and development;




·
            our
                sales and marketing activities;




·
            announcements
                by us or our competitors;




·
            size
                and timing of orders from
                customers;




·
            new
                product introductions by us or our
                competitors;




·
            future
                market acceptance of our products;
                and




·
            price
                erosion.




Each
      of
      the above factors is difficult to control and forecast. Thus, they could have
      a
      material adverse effect on our business, financial condition and results of
      operations.




Notwithstanding
      the difficulty in forecasting future sales, we generally must undertake research
      and development and sales and marketing activities and other commitments months
      or years in advance. Accordingly, any shortfall in product revenue in a given
      quarter may materially adversely affect our financial condition and results
      of
      operations because we are unable to adjust expenses during the quarter to match
      the level of product revenue, if any, for the quarter. Due to these and other
      factors, we believe that quarter to quarter comparisons of our results of
      operations are not necessarily meaningful and should not be relied upon as
      indications of future performance.




**We
      need to continue to develop our marketing channels and build our sales
      force.**




Our
      sales
      are generated using several channels. We use a formal referral channel, an
      international reseller channel and informal referral arrangements with several
      strategic partners to generate leads to sell our NotifyLink products and
      services. We have a limited direct sales force to close these leads. We will
      receive referrals only to the extent that our referral partners successfully
      refer our products and services to potential users. There can be no assurance
      that we will achieve a significant volume of sales of our NotifyLink products
      and services to end users or will continue to receive referrals through our
      formal and informal arrangements. Our NotifyLink products are sold into an
      emerging market and although we have operated on a cash positive basis in the
      fiscal years ending September 30, 2006 and 2007, we have not yet achieved
      sufficient growth in our sales to operate profitably on an income statement
      basis.




We
      are
      expanding our distribution channels for our wireless products by participating
      in national and regional trade shows and promotion activities with strategic
      partners. We cannot predict whether these activities will result in increased
      wireless revenue. We also have limited international sales due to limited
      resources to build a reseller network. Our management will need to expend time
      and effort to develop these channels. Our customer profile has successfully
      changed from volume sales to a limited number of large telecommunication
      customers to relatively small sales to a large number of business customers
      thereby reducing our dependence on any one customer. We have expanded our
      internal sales force in response. We are building experience selling into the
      domestic and international wireless markets but may not be able to expand our
      distribution channels and any marketing efforts undertaken by or on behalf
      of us
      may not be successful.




14
 
  **NOTIFY
          TECHNOLOGY CORPORATION**


**One
      of our directors holds a large percentage of our stock and is able to exert
      substantial control over us.**


David
        A.
        Brewer, one of our directors and the Chairman of our Audit Committee since
        2000,
        together with an entity affiliated with Mr. Brewer, currently own 55% of
        our
        outstanding common stock. In addition, Mr. Brewer owns options to purchase
        an
        additional fractional percent of our common stock. This represents a significant
        influence over all matters requiring approval by shareholders, including
        the
        election of directors, amendments to our articles of incorporation and
        significant corporate transactions, such as a merger or other sale of our
        company or its assets. This concentration of ownership will limit other
        shareholders’ ability to influence corporate matters and may have the effect of
        delaying or preventing a third party from acquiring control over us.




**Our
      products may suffer from defects.**




Most
      of
      our products consist of software and services related to our wireless NotifyLink
      product line. Our NotifyLink products incorporate a mix of new and proven
      technology that has been tested extensively, but may still contain undetected
      design flaws. A failure by us to detect and prevent a design flaw or a
      widespread product defect could materially adversely affect the sales of the
      affected product and our other products and materially adversely affect our
      business, financial condition and operating results.




**If
      we fail to remain current on our reporting requirements, we could be removed
      from the OTC Bulletin Board, which would limit the ability of broker-dealers
      to
      sell our securities and the ability of shareholders to sell their securities
      in
      the secondary market.**




Companies
      trading on the OTC Bulletin Board, such as Notify Technology, must be reporting
      issuers under Section 12 of the Securities Exchange Act of 1934 (“Exchange
      Act”), and must be current in their reports under Section 13 of the Exchange
      Act, in order to maintain price quotation privileges on the OTC Bulletin Board.
       If we fail to remain current on our reporting requirements, we could be
      removed from the OTC Bulletin Board.  As a result, the market liquidity for
      our securities could be adversely affected by limiting the ability of
      broker-dealers to sell our securities and the ability of shareholders to sell
      their securities in the secondary market.




**Our
      common stock is subject to the “penny stock” rules of the Securities and
      Exchange Commission, and the trading market in our common stock is limited,
      which makes transactions in our stock cumbersome and may reduce the investment
      value of our stock.**




Our
      common stock is “penny stock” because it is not registered on a national
      securities exchange or listed on an automated quotation system sponsored by
      a
      registered national securities association, pursuant to Rule 3a51-1(a) under
      the
      Exchange Act.  For any transaction involving a penny stock, unless exempt,
      the rules require:




·
            That
                a broker or dealer approve a person’s account for transactions in penny
                stocks; and




·
            That
                the broker or dealer receives from the investor a written agreement
                to the
                transaction, setting forth the identity and quantity of the penny
                stock to
                be purchased.




The
      broker or dealer must also deliver, prior to any transaction in a penny stock,
      a
      disclosure schedule prescribed by the Securities and Exchange Commission
      relating to the penny stock market, which, in highlight form:




·
            Sets
                forth the basis on which the broker or dealer made the suitability
                determination; and




·
            That
                the broker or dealer received a signed, written agreement from the
                investor prior to the transaction.




15




**NOTIFY
        TECHNOLOGY CORPORATION**




Generally,
      brokers may be less willing to execute transactions in securities subject to
      the
      penny stock rules.  This may make it more difficult for investors to
      dispose of our common stock and cause a decline in the market value of our
      stock.




Disclosure
      also has to be made about the risks of investing in penny stocks in both public
      offerings and in secondary trading and about the commissions payable to both
      the
      broker-dealer and the registered representative, current quotations for the
      securities and the rights and remedies available to an investor in cases of
      fraud in penny stock transactions.  Finally, monthly statements have to be
      sent disclosing recent price information for the penny stock held in the account
      and information on the limited market in penny stocks.




**The
      market for penny stocks has suffered in recent years from patterns of fraud
      and
      abuse.**




Shareholders
      should be aware that, according to SEC Release No. 34-29093, the market for
      penny stocks has suffered in recent years from patterns of fraud and abuse.
       Such patterns include:




·
            Control
                of the market for the security by one or a few broker-dealers that
                are
                often related to the promoter or
                issuer;




·
            Manipulation
                of prices through prearranged matching of purchases and sales and
                false
                and misleading press releases;




·
            Boiler
                room practices involving high-pressure sales tactics and unrealistic
                price
                projections by inexperienced
                salespersons;




·
            Excessive
                and undisclosed bid-ask differential and markups by selling
                broker-dealers; and




·
            The
                wholesale dumping of the same securities by promoters and broker-dealers
                after prices have been manipulated to a desired level, along with
                the
                resulting inevitable collapse of those prices and with consequential
                investor losses.




Our
      management is aware of the abuses that have occurred historically in the penny
      stock market. Although we do not expect to be in a position to dictate the
      behavior of the market or of broker-dealers who participate in the market,
      management will strive within the confines of practical limitations to prevent
      the described patterns from being established with respect to our securities.
       The occurrence of these patterns or practices could increase the
      volatility of our share price.




**We
      depend on key executives.**




Our
      potential for success depends significantly on key management employees,
      including our Chairman, President and Chief Executive Officer, Paul F. DePond,
      our Vice President of Development, Rhonda Chicone and our Chief Financial
      Officer, Gerald W. Rice. We have entered into employment agreements with these
      three key management employees. We do not have “key-man” life insurance on any
      of these executives or any of our other key employees. The loss of the services
      of these executives or any of our other key employees would materially adversely
      affect us. We also believe that our future success will depend in large part
      on
      our ability to attract and retain additional highly skilled technical,
      management, sales and marketing personnel. If we were unable to hire the
      necessary personnel, the development of new products and enhancements to current
      products would likely be delayed or prevented. Competition for these
      highly-skilled employees is intense. Therefore, there can be no assurance that
      we will be successful in retaining our key personnel and in attracting and
      retaining the personnel we require for expansion.




**Our
      intellectual property may not be adequately protected and we may infringe the
      rights of others.**




We
      regard
      various features and design aspects of our products as proprietary and we rely
      on a combination of patent, copyright, and trademark laws and employee and
      third-party nondisclosure agreements to protect our proprietary rights. Our
      software products are generally not subject to patent claims. There can be
      no
      assurance, therefore, that any of our competitors, some of whom have far greater
      resources than we do, will not independently develop technologies that are
      substantially equivalent or superior to our technology.




16
 
 **NOTIFY
          TECHNOLOGY CORPORATION**


**Our
      stock price may be volatile.**




The
      market price for our common stock may be affected by a number of factors,
      including the announcement of new products or product enhancements by us or
      our
      competitors, the loss of services of one or more of our executive officers
      or
      other key employees, quarterly variations in our or our competitors' results
      of
      operations, changes in earnings estimates, developments in our industry, sales
      of substantial numbers of shares of our common stock in the public market,
      general market conditions and other factors, including factors unrelated to
      our
      operating performance or the operating performance of our competitors. In
      addition, stock prices for many companies in the technology sector have
      experienced wide fluctuations that have often been unrelated to the operating
      performances of these companies. These factors and fluctuations, as well as
      general economic, political and market conditions, such as recessions, may
      materially adversely affect the market price of our common stock.




**Our
      charter provisions may discourage acquisition bids.**




Our
      articles of incorporation give our board of directors the authority to issue
      an
      aggregate of 5,000,000 shares of preferred stock and to determine the price,
      rights, preferences, privileges and restrictions, including voting rights for
      these shares, without any further vote or action by our shareholders. The rights
      of the holders of our common stock will be subject to, and may be adversely
      affected by, the rights of the holders of any preferred stock that may be issued
      in the future. The issuance of preferred stock, while providing flexibility
      in
      connection with possible acquisition and other corporate purposes, could have
      the effect of making it more difficult for a third party to acquire a majority
      of our outstanding voting stock.




**Our
      articles of incorporation limit the liability of officers and directors and
      we
      have entered into indemnification agreements with them.**




Our
      articles of incorporation eliminate, in certain circumstances, the liability
      of
      our directors for monetary damages for breach of their fiduciary duties as
      directors. We have also entered into indemnification agreements with each of
      our
      directors and officers. Each of these indemnification agreements provides that
      we will indemnify the indemnitee against expenses, including reasonable
      attorneys' fees, judgments, penalties, fines, and amounts paid in settlement
      actually and reasonably incurred by them in connection with any civil or
      criminal action or administrative proceeding arising out of their performance
      of
      duties as a director or officer, other than an action instituted by the director
      or officer. These indemnification agreements also require that we indemnify
      the
      director or other party thereto in all cases to the fullest extent permitted
      by
      applicable law. Each indemnification agreement permits the director or officer
      that is party thereto to bring suit to seek recovery of amounts due under the
      indemnification agreement and to recover the expenses of such a suit if they
      are
      successful. We currently have directors’ and officers’ liability insurance but
      there can be no assurance that any or all of our indemnification obligations
      will be covered by the insurance or that the insurance limits will not be
      exceeded.





**Item
      3** **A(T).**  **Controls
      and Procedures**




(a)  Evaluation
      of Disclosure Controls and Procedures .





Our
      chief
      executive officer and our chief financial officer, after evaluating our
      disclosure controls and procedures (as defined in the rules and regulation
      of
      the Securities and Exchange Commission under the Securities Exchange Act of
      1934
      (the "Exchange Act"), as of the end of the period covered by this Quarterly
      Report on Form 10-QSB, have concluded that as of such date, our disclosure
      controls and procedures were effective to ensure that information we are
      required to disclose in reports that we file or submit under the Exchange Act
      is
      recorded, processed, summarized and reported within the time periods specified
      in Securities and Exchange Commission rules and forms.




17
 
 **NOTIFY
          TECHNOLOGY CORPORATION**


(b)  Changes
      in Internal Controls .




During
      the period covered by this Quarterly Report on Form 10-QSB, there were no
      significant changes in our internal controls over financial reporting or in
      other factors that have materially affected, or are reasonably likely to
      materially affect, our internal controls over financial reporting.





**PART
      II.**  **OTHER
      INFORMATION**




**Item
      6.**  **Exhibits**




(a) Exhibits:




31.1 Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
      of
      2002




31.2 Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
      of
      2002




32.1 Certification
      of Chief Executive Officer and Chief Financial Officer under Section 906 of
      the
      Sarbanes-Oxley Act of 2002




**SIGNATURES**




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


NOTIFY
                    TECHNOLOGY CORPORATIONDated:
                    August 14, 2008/s/
                    Gerald W. RiceChief
                    Financial Officer(Principal
                    Financial and Accounting
                    Officer)




18