Securities and Exchange Commission
                                Washington, D.C.

                                   FORM 10QSB
                                   ----------


(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934
     For the quarterly period ended March 31, 2005


[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from            to
                                    ----------    ------------


                                    000-07693
                                    ---------
                            (Commission file number)


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



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


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


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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity,  as of latest  practicable  date:  Class A 117,555,774  shares of
Common Stock,  $0.001 par value, as of March 31, 2005;  5,000,000 Class B $0.001
par value as of March 31, 2005.



<PAGE>






                          PART I. FINANCIAL INFORMATION
                          -----------------------------

Item 1.   Financial Statements
------------------------------










                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004












































                                        2
<PAGE>






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


              INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



                                                                        Page
                                                                        ----


Condensed Consolidated Balance Sheet as of March 31, 2005                 4

Condensed  Consolidated  Statements of  Operations  for the Three
   Months Ended March 31, 2005 and 2004                                   5

Condensed  Consolidated  Statement of Comprehensive Income (Loss)
   for the Three Months Ended March 31, 2005 and 2004                     6

Condensed  Consolidated  Statements  of Cash  Flows for the Three
   Months Ended March 31, 2005 and 2004                                   8

Notes to Condensed Consolidated Financial Statements                      9
































                                        3
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2 INC.)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2005

                                     ASSETS
                                     ------


Current Assets:
  Cash and cash equivalents                                       $     163,527
  Accounts receivable, net                                              237,356
  Current portion of notes receivable                                   325,000
  Due from related parties                                                  844
  Inventory                                                              43,285
  Prepaid expenses and other current assets                              17,762
                                                                  --------------

    Total Current Assets                                                787,774
                                                                  --------------

  Notes receivable, net of current portion                               50,000
  Fixed assets, net of depreciation                                      16,870
  Deposits                                                                3,570
  Goodwill, net of impairment                                         2,477,595
                                                                  --------------

TOTAL ASSETS                                                      $   3,335,809
                                                                  ==============


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

LIABILITIES
Current Liabilities:
  Accounts payable and accrued expenses                           $     663,308
  Liability for stock to be issued                                    1,350,000
  Current portion of notes payable                                        6,155
                                                                  --------------

    Total Current Liabilities                                         2,019,463

LONG-TERM LIABILITIES
  Notes payable, net of current portion                                 500,000
                                                                  --------------

    Total Liabilities                                                 2,519,463
                                                                  --------------

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred Stock, Series A, $1.00 Par Value; 5,000,000 shares
    authorized, 0 shares issued and outstanding                               -
  Preferred Stock, Series B, $.001 Par Value; 5,000,000 shares
    authorized, and 2,000,000 shares issued and outstanding               2,000
  Common Stock, Class A, $.001  Par Value; 500,000,000
    shares authorized, 267,075,469 shares issued ,
    150,000,000 and 0 shares held in escrow and
    and 117,075,469 shares outstanding                                  267,075
  Common Stock, Class B, $.001  5,000,000 shares authorized
    and 5,000,000 shares issued and outstanding                           5,000
  Subscriptions receivable                                           (2,000,000)
  Stock issued as collateral for note payable                          (900,000)
  Warrants                                                               62,500
  Additional paid-in capital                                         23,149,882
  Treasury stock, at cost, 281,400 shares                               (37,338)
  Accumulated other comprehensive income (loss)                          40,752
  Deficit                                                           (19,773,525)
                                                                  --------------

    Total Stockholders' Equity (Deficit)                                816,346
                                                                  --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)              $   3,335,809
                                                                  ==============


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

                                        4
<PAGE>



<TABLE>
<CAPTION>
                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2 INC.)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004


                                                                               (Reclassified)
                                                                   2005             2004
                                                                   ----             ----

<S>                                                           <C>              <C>
OPERATING REVENUES
  Revenue                                                     $     233,927    $       1,275

COST OF SALES                                                       134,509           15,000
                                                              --------------   --------------

GROSS PROFIT                                                         99,418          (13,725)
                                                              --------------   --------------

OPERATING EXPENSES
  Professional fees and compensation expenses                       297,935          352,914
  Advertising and marketing expenses                                105,224           27,183
  General and administrative expenses                               255,130           25,293
  Depreciation and amortization                                       3,269            5,202
                                                              --------------   --------------
    Total Operating Expenses                                        661,558          410,592

LOSS BEFORE OTHER (EXPENSE)                                        (562,140)        (424,317)

OTHER (EXPENSE)
  Legal settlement                                                        -          (17,500)
  Interest expense, net                                              (7,689)          (3,217)
                                                              --------------   --------------
    Total Other (Expense)                                            (7,689)         (20,717)
                                                              --------------   --------------

NET LOSS FROM CONTINUING OPERATIONS                                (569,829)        (445,034)

DISCONTINUED OPERATIONS
  Gain from discontinued operations, net of income taxes                  -           45,929
                                                              --------------   --------------

    Total Discontinued Operations                                         -           45,929
                                                              --------------   --------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES                         (569,829)        (399,105)

Provision for Income Taxes                                                -                -
                                                              --------------   --------------

NET LOSS APPLICABLE TO COMMON SHARES                          $    (569,829)   $    (399,105)
                                                              ==============   ==============

NET LOSS PER BASIC AND DILUTED SHARES                         $    (0.00215)   $    (0.01084)
                                                              ==============   ==============
  From continuing operations                                  $       (0.00)   $       (0.01)
                                                              --------------   --------------
  From discontinued operations                                $           -    $        0.00
                                                              --------------   --------------
  From sale of subsidiary                                     $           -    $        0.00
                                                              --------------   --------------

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                                          265,174,636       36,831,055
                                                              ==============   ==============
</TABLE>




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

                                        5
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
         CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004





Deficit, December 31, 2004                                        $ (19,203,696)


Net loss for the three months ended March 31, 2005                     (569,829)
                                                                  --------------

TOTAL DEFICIT MARCH 31, 2005                                      $ (19,773,525)
                                                                  ==============


Comprehensive (loss), December 31, 2004, net of tax               $      (6,691)

Other comprehensive income, net of tax:

Foreign currency gain for three months ended
  March 31, 2005                                                         47,443
                                                                  --------------

Accumulated other comprehensive income                            $      40,752
                                                                  ==============


Deficit, December 31, 2003                                        $ (17,145,109)


Net loss for the three months ended March 31, 2004                            -
                                                                  --------------

TOTAL DEFICIT MARCH 31, 2004                                      $ (17,145,109)


Comprehensive (loss), December 31, 2003, net of tax               $           -

Other comprehensive income, net of tax:

Foreign currency gain for the three months ended
  March 31, 2004                                                              -
                                                                  --------------

Accumulated other comprehensive (loss)                            $           -
                                                                  ==============

















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

                                        6
<PAGE>



<TABLE>
<CAPTION>
                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2 INC.)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004


                                                                                 (Reclassified)
                                                                     2005            2004
                                                                     ----            ----

<S>                                                             <C>              <C>
CASH FLOW FROM OPERTING ACTIVIITES
Continuing Operations:
  Net loss                                                      $    (569,829)   $    (445,034)
                                                                --------------   --------------
  Adjustments to Reconcile Net (Loss) to Net Cash
   (used in) operating activities:
    Depreciation                                                        3,269            5,202
    Common stock issued for consulting services                        90,750          331,650
    Common stock issued for legal                                           -            3,300
    Foreign currency change                                            47,443                -
    Net cash provided received in acquisition of subsidiary            58,235                -

  Changes in assets and liabilities
    (Increase) decrease in accounts receivable                         80,271           (1,125)
    (Increase) decrease in prepaid expenses                            20,687            1,333
    (Increase) in accounts receivable (52,534)
    (Increase) in inventory                                           (43,285)               -
    (Decrease) in accounts payable and accrued expenses               (62,246)         (24,251)
                                                                --------------   --------------
    Total adjustments                                                 195,124          263,575
                                                                --------------   --------------

    Net cash (used in) operating activities -
     continuing operations                                           (374,705)        (181,459)
                                                                --------------   --------------

Discontinued Operations:
  Gain from discontinued operations                                         -           45,929
  Adjustments to Reconcile Net Cash (used in)
  discontinuing operations                                                  -
                                                                --------------   --------------

  Net cash (used in) operating activities -
   discontinued operations                                                  -           45,929
                                                                --------------   --------------

  Net cash (used in) Operating Activities                            (374,705)        (135,530)

CASH FLOWS FROM INVESTING ACTIVITIES:
Continuing Operations:
  (Increase) decrease in amounts due to related parties               (64,211)          29,486
  (Increase) in notes receivable                                      (75,000)               -
  Acquisition of fixed assets                                          (1,753)               -
                                                                --------------   --------------

  Net cash provided by (used in) investing activities                (140,964)          29,486
                                                                --------------   --------------



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

                                        7
<PAGE>



<CAPTION>
                   SOFTNET TECHNOLOGY CORP., AND SUBSIDIARIES
                             (FORMERLY T & G2 INC.)
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004


                                                                                 (Reclassified)
                                                                     2005            2004
                                                                     ----            ----

<S>                                                             <C>              <C>
CASH FLOWS FROM FINANCING ACTIVITES
Continuing Operations:
  Proceeds from common stock issuances and stock
    subscriptions                                               $     122,769    $     106,000
  Net payments from issuance of notes payable - other                 506,155           45,000
                                                                --------------   --------------
    Net cash provided by financing activities                         628,924          151,000
                                                                --------------   --------------

NET INCREASE IN CASH
    AND CASH EQUIVALENTS                                              113,255           44,956

CASH AND CASH EQUIVALENTS -
    BEGINNING OF PERIOD                                                50,272           16,754
                                                                --------------   --------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                       $     163,527    $      61,710
                                                                ==============   ==============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

CASH PAID DURING THE PERIOD FOR:
    Interest expense                                            $       6,343    $           -
                                                                ==============   ==============

SUPPLEMENTAL DISCLOSURE OF NONCASH
  ACTIVITIES:
    Issuance of common stock for:

      Consulting services                                       $      90,750    $     331,650
                                                                ==============   ==============
      Legal                                                     $           -    $       3,300
                                                                ==============   ==============
      Accrued expenses                                          $           -    $       7,500
                                                                ==============   ==============
      Preferred stock issued for investment                     $           -    $   2,000,000
                                                                ==============   ==============
</TABLE>












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

                                        8
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004


NOTE 1 -    ORGANIZATION AND BASIS OF PRESENTATION
            --------------------------------------

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

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

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

            On February 14, 2002,  International  Mercantile Corporation changed
            its name to T & G(2)  (the  "Company").  In  addition,  the  Company
            changed its domicile to Nevada, which brought about a reverse 8 to 1
            stock split, and a change in the par value of the stock to $0.001.

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



                                        9
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             MARCH 31, 2005 AND 2004


NOTE 1 -    ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
            --------------------------------------------------

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

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

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

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

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

            The Company acquired WholesaleByUs ("WBU") on July 9, 2004. WBU is a
            technology driven company that developed  proprietary  technology to
            sell  products  through the Internet.  The Company  acquired WBU for
            $112,000 and 20,000,000  restricted  Class A Common Shares of stock.
            The Company issued 15,000,000 of these shares to WBU that are issued
            based on sales criteria.  Should this criteria not be reached, these
            shares are to be returned to the Company.  The shares were valued at
            $800,000 and is included in goodwill on the  condensed  consolidated
            balance sheet at March 31, 2005.


                                       10
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             MARCH 31, 2005 AND 2004


NOTE 1 -    ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
            --------------------------------------------------

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

            The  Company  acquired  Indigo  Technology   Services  (Indigo),   a
            technology company based in Atlanta, Georgia for 9,000,000 shares of
            restricted  Class A Common  Shares of  stock.  The  Company  in this
            transaction  acquired $14,170 of accounts  receivable and $58,235 in
            cash.  The shares  were  valued at $.15 per share at the time of the
            transaction for a value of $1,350,000.  The remaining $1,277,595 was
            recognized as goodwill.  Management has determined  that there is no
            impairment on this goodwill as of March 31, 2005.

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

NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
            ------------------------------------------

            Principles of Consolidation
            ---------------------------

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

            Use of Estimates
            ----------------

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

            Revenue and Cost Recognition
            ----------------------------

            Commencing in 2002, the Company  started  generating  revenues.  The
            Company currently records its revenue on the accrual basis,  whereby
            revenue is recognized upon the sales orders being placed.

            Cost is recorded on the accrual basis,  when the purchase orders are
            placed, and operating costs are incurred rather than paid for.





                                       11
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             MARCH 31, 2005 AND 2004


NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
            ------------------------------------------------------

            Cash and Cash Equivalents
            -------------------------

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

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

            Fixed Assets
            ------------

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

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

            Income Taxes
            ------------

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

            Comprehensive Income
            --------------------

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

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

            Advertising
            -----------

            Costs  of  advertising  and  marketing  are  expensed  as  incurred.
            Advertising  and  marketing  costs were $105,224 and $27,183 for the
            three months ended March 31, 2005 and 2004, respectively.



                                       12
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             MARCH 31, 2005 AND 2004


NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
            ------------------------------------------------------

            Goodwill and Other Intangible Assets
            ------------------------------------

            In June 2001, the FASB issued  Statement No. 142 "Goodwill and Other
            Intangible Assets".  This statement  addresses financial  accounting
            and reporting for acquired  goodwill and other intangible assets and
            supersedes APB Opinion No. 17,  Intangible  Assets. It addresses how
            intangible assets that are acquired  individually or with a group of
            other  assets  (but not those  acquired  in a business  combination)
            should  be  accounted  for  in  financial   statements   upon  their
            acquisition.  This  Statement  also addresses how goodwill and other
            intangible  assets  should be  accounted  for  after  they have been
            initially recognized in the financial statements. The Company in its
            acquisition  of Holtermann  recognized  $1,249,964 of goodwill.  The
            Company  has  determined  that  $849,964 of this  goodwill  has been
            impaired  as of March 31,  2005.  The  remaining  $400,000  has been
            reflected as goodwill on the condensed consolidated balance sheet at
            March 31, 2005.

            Earnings (Loss) Per Share of Common Stock
            -----------------------------------------

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

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

                                                   March 31,        March 31,
                                                      2005             2004
                                                      ----             ----
                                                                  (Reclassified)

            Net Loss                             ($    569,829)   ($    399,105)
                                                 --------------   --------------

            Weighted-average common shares
              outstanding (Basic)                  265,174,636       36,831,055

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

            Weighted-average common shares
                outstanding (Diluted)              265,174,636       36,831,055
                                                 ==============   ==============



                                       13
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             MARCH 31, 2005 AND 2004


NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
            ------------------------------------------------------

            Earnings (Loss) Per Share of Common Stock (Continued)
            -----------------------------------------------------

            Options and warrants outstanding to purchase stock were not included
            in the computation of diluted EPS because  inclusion would have been
            antidilutive.

            Software Development Costs
            --------------------------

            Internal  use  software  costs  are  recorded  in  accordance   with
            Statement of Position (SOP) No. 98-1,  "Accounting  for the Costs of
            Computer   Software   Developed  or  Obtained  for  Internal   Use".
            Qualifying costs incurred during the application  development stage,
            which  consist  primarily of outside  services are  capitalized  and
            amortized  over the  estimated  useful life of the asset.  All other
            costs are expensed as incurred.  The Company has determined that all
            costs for the three  months  ended March 31,  2005 and 2004,  do not
            relate  to the  application  development  stage and  therefore  have
            expensed these costs as they were incurred.

            Fair Value of Financial Instruments
            -----------------------------------

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

            Stock-Based Compensation
            ------------------------

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

            Reclassifications
            -----------------

            Certain  amounts for the three months ended March 31, 2004 have been
            reclassified  to conform to the  presentation  of the March 31, 2005
            amounts. The reclassifications  have no effect on net income for the
            three months ended March 31, 2004.



                                       14
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             MARCH 31, 2005 AND 2004


NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
            ------------------------------------------------------

            Recent Accounting Pronouncements
            --------------------------------

            In December 2002, the FASB issued Statement No. 148, "Accounting for
            Stock-Based  Compensation-Transition and Disclosure, an amendment of
            FASB Statement No.  123"("SFAS 148"). SFAS 148 amends FASB Statement
            No.  123,  "Accounting  for  Stock-Based  Compensation,"  to provide
            alternative  methods of  transition  for an entity that  voluntarily
            changes to the fair value based method of accounting for stock-based
            employee  compensation.  It also amends the disclosure provisions of
            that Statement to require prominent  disclosure about the effects on
            reported net income of an entity's  accounting policy decisions with
            respect  to  stock-based  employee   compensation.   Finally,   this
            Statement amends Accounting Principles Board ("APB") Opinion No. 28,
            "Interim  Financial  Reporting",  to require  disclosure about those
            effects in interim financial information.  SFAS 148 is effective for
            financial  statements  for fiscal years  ending  after  December 15,
            2002. The Company will continue to account for stock-based  employee
            compensation using the intrinsic value method of APB Opinion No. 25,
            "Accounting  for Stock  Issued to  Employees,"  but has  adopted the
            enhanced disclosure requirements of SFAS 148.

            In April 2003, the FASB issued SFAS Statement No. 149, "Amendment of
            Statement 133 on  Derivative  Instruments  and Hedging  Activities",
            which amends and clarifies  financial  accounting  and reporting for
            derivative  instruments,  including certain  derivative  instruments
            embedded   in  other   contracts   (collectively   referred   to  as
            derivatives)  and for hedging  activities  under FASB  Statement No.
            133,  Accounting for Derivative  Instruments and Hedging Activities.
            This  Statement is effective for contracts  entered into or modified
            after  June 30,  2003,  except  for  certain  hedging  relationships
            designated  after June 30, 2003.  Most  provisions of this Statement
            should be applied prospectively.  The adoption of this statement did
            not have a significant impact on the Company's results of operations
            or financial position.

            In May 2003, the FASB issued SFAS Statement No. 150, "Accounting for
            Certain   Financial   Instruments  with   Characteristics   of  both
            Liabilities and Equity".  This Statement  establishes  standards for
            how an issuer classifies and measures certain financial  instruments
            with  characteristics  of both  liabilities and equity.  It requires
            that an issuer  classify a financial  instrument  that is within its
            scope  as a  liability  (or an asset  in some  circumstances).  This
            statement is effective  for  financial  instruments  entered into or
            modified  after May 31,  2003,  and  otherwise  is  effective at the
            beginning of the first interim period beginning after June 15, 2003,
            except for mandatorily redeemable financial instruments of nonpublic
            entities, if applicable.




                                       15
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             MARCH 31, 2005 AND 2004


NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
            ------------------------------------------------------

            Recent Accounting Pronouncements (Continued)
            --------------------------------------------

            It is to be  implemented  by reporting  the  cumulative  effect of a
            change in an accounting principle for financial  instruments created
            before the issuance date of the Statement and still  existing at the
            beginning of the interim  period of  adoption.  The adoption of this
            statement did not have a significant impact on the Company's results
            of operations or financial position.

            In November 2002, the FASB issued  Interpretation No. 45 ("FIN 45"),
            Guarantor's  Accounting and Disclosure  Requirements for Guarantees,
            Including  Indirect  Guarantees of  Indebtedness  of Others.  FIN 45
            requires a company, at the time it issues a guarantee,  to recognize
            an initial liability for the fair value of obligations assumed under
            the guarantees and  elaborates on existing  disclosure  requirements
            related to guarantees and warranties.  The recognition  requirements
            are effective for  guarantees  issued or modified after December 31,
            2002 for initial recognition and initial measurement provisions. The
            adoption  of  FIN 45  did  not  have  a  significant  impact  on the
            Company's results of operations or financial position.

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

NOTE 3 -    ACCOUNTS RECEIVABLE
            -------------------

            The  Company  extends  unsecured  credit  to  its  customers  in the
            ordinary course of business but mitigates the associated credit risk
            by performing credit checks and actively pursuing past due accounts.
            An allowance for doubtful accounts has not been established at March
            31,  2005,  since  Management  is of the opinion  that all  accounts
            receivable are fully collectible.






                                       16
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             MARCH 31, 2005 AND 2004


NOTE 4 -    FIXED ASSETS
            ------------

            Fixed assets consist of the following at March 31, 2005:


            Office equipment                        $   21,122
            Furniture and fixtures                       2,646
            Time clock equipment                        38,730
            Time clock software                         54,144
                                                    -----------
                                                       116,642
                                                       (99,772)
                            Total                   $   16,870
                                                    ===========

            Depreciation  expense  was $3,269  and  $5,202 for the three  months
            ended March 31, 2005 and 2004.  The Company  sold  $133,506,  net of
            depreciation of Bingo Units upon the sale of Zingo Sales.

NOTE 5 -    NOTES PAYABLE - BANK
            --------------------

            On  April  3,  2001,  the  Company  entered  into a line  of  credit
            agreement  with a bank.  The  note,  which  is due on  demand  bears
            interest at prime plus 2.25% and provides for maximum  borrowings up
            to  $63,100.  The  line  of  credit  is  guaranteed  by  a  majority
            shareholder.  The outstanding  balance at March 31, 2005 was $0. The
            line of credit was STI's,  and was assigned over to the Company upon
            the acquisition. There was no interest expense charged to operations
            for the three months ended March 31, 2005 and 2004, respectively.

NOTE 6 -    NOTES PAYABLE
            -------------

            The Company's subsidiary WBU, has a note payable outstanding with an
            individual that is due on demand. This note represents payments made
            by this individual for company expenses.  WBU anticipates  repayment
            of this  amount in its second  quarter.  The amount  outstanding  at
            March 31, 2005 is $6,155, and is reflected as a current liability in
            the  Company's  condensed  consolidated  balance  sheet at March 31,
            2005.

            In February 2005,  the Company  entered into a loan agreement with a
            foreign company in the amount not to exceed  $500,000.  This foreign
            company funded the entire  $500,000 to the Company in February 2005.
            The term of the  agreement  is for three  years,  and the Company is
            obligated to make quarterly payments of interest at 10% only, with a
            balloon  payment due on the maturity date. As of March 31, 2005, the
            outstanding liability is $500,000, which is reflected as a long-term
            liability in the condensed  consolidated balance sheet. Interest for
            the three months ended March 31, 2005 and accrued  interest at March
            31, 2005 is $6,219.



                                       17
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             MARCH 31, 2005 AND 2004


NOTE 7 -    RELATED PARTY TRANSACTIONS
            --------------------------

            Amounts  due from  related  parties at March 31,  2005 were $844 and
            consists of the following:

            Note  receivable  from a company  through  common  ownership  in the
            amount of $14,497 at March 31, 2005.

            Note receivables to a company through common ownership in the amount
            of $7,647 at March 31, 2005, at 10% interest,  payable monthly,  due
            on demand. At March 31, 2005, the Company has approximately  $18,270
            in accrued interest to this company.

            The Company has $9,200 outstanding to another entity related through
            common  ownership at March 31, 2005. At March 31, 2005,  the Company
            has approximately $925 in accrued interest to this company.

            The Company has a note payable due on demand with an individual  who
            is an officer of SoftNet  International  GmbH.  There is no interest
            due on this note, and at March 31, 2005,  the amount  outstanding is
            $12,100.

NOTE 8 -    ACQUISITIONS
            ------------

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

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

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




                                       18
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             MARCH 31, 2005 AND 2004


NOTE 8 -    ACQUISITIONS (CONTINUED)
            ------------------------

            Under the terms of the  Acquisition  Agreement,  the  Company is the
            successor  in  interest  to a certain  Loan  Agreement  under  which
            Holtermann was to receive $950,000 by the end of 2004. The shares of
            common stock were issued in April 2004.

            The Company acquired WholesaleByUs ("WBU") on July 9, 2004. WBU is a
            technology driven company that developed  proprietary  technology to
            sell  products  through the Internet.  The Company  acquired WBU for
            $112,000 and  5,000,000  restricted  Class A Common Shares of stock.
            The shares of stock have not been issued as of March 31, 2005.

            The  Company  acquired  Indigo  Technology   Services  (Indigo),   a
            technology company based in Atlanta, Georgia for 9,000,000 shares of
            restricted  Class A Common  Shares of  stock.  The  Company  in this
            transaction  acquired $14,170 of accounts  receivable and $58,235 in
            cash.  The shares  were  valued at $.15 per share at the time of the
            transaction for a value of $1,350,000.  The remaining $1,277,595 was
            recognized as goodwill.  Management has determined  that there is no
            impairment on this goodwill as of March 31, 2005.

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

NOTE 9 -    STOCKHOLDERS' EQUITY (DEFICIT)
            ------------------------------

            Preferred Stock
            ---------------

            At March 31, 2005,  there are 5,000,000  shares of Class A Preferred
            Stock,   par  value  $1.00   authorized  and  0  shares  issued  and
            outstanding.  In April,  2003, the Company passed a board resolution
            to re-instate the Series A Preferred Stock changing its par value to
            $.001.

            Additionally,  the Company  passed a board  resolution  to authorize
            5,000,000  shares of Class B Preferred Stock, par value $.001. As of
            March  31,  2005,  the  Company  has  2,000,000  shares  issued  and
            outstanding.  282,703  of  these  shares  were  issued  to  Mercatus
            Partners,  Ltd. in connection with an amended loan agreement.  These
            shares were issued when the Company  cancelled the 66,666,667 shares
            of Class A Common  Stock  that  were  issued  as  collateral  to the
            original loan  agreement.  The amended loan agreement was terminated
            by the Company and all 282,703 shares have been cancelled of record.
            As of March 31, 2005  certificates  representing  117,885  have been
            surrendered to the Company.





                                       19
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             MARCH 31, 2005 AND 2004


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

            Preferred Stock (Continued)
            ---------------------------

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

            The remaining  2,000,000  shares of the Class B Preferred  Stock was
            issued in  accordance  with a March  24,  2004  Investment  Exchange
            Agreement (the  "Agreement")  with Cross Capital Fund, LLC.  ("Cross
            Capital").  The Company entered into the Agreement that provides for
            Cross  Capital to make an equity  investment  in the Company and the
            Company  will  receive  from Cross  Capital an  Investor  Membership
            Interest in an aggregate  amount equal to  $2,000,000  over the next
            twelve  months (March  2005).  The  2,000,000  shares were issued in
            exchange  for the  Investor  Membership  Interest.  The  Company has
            recorded  the  $2,000,000  as  a  subscription   receivable  on  the
            condensed   consolidated  balance  sheet  at  March  31,  2005.  The
            Preferred  shares convert to the Company's  Class A Common Shares as
            set forth in the agreement.

            Common Stock
            ------------

            As of March 31, 2005, there were 500,000,000 shares authorized,  and
            267,075,469   shares  issued,   150,000,000  shares  in  escrow  and
            117,075,469 shares outstanding respectively, of the Company's common
            stock A with a par value of $.001.  In  February  2003,  the Company
            upon an approved board resolution  increased the authorized limit of
            the  Class A  common  shares  to  250,000,000  and  increased  it to
            500,000,000 in 2004.

            As of March 31, 2005,  there were 5,000,000 shares  authorized,  and
            5,000,000  shares issued and  outstanding  of the  Company's  common
            stock B with a par value of $.001,  respectively.  In February 2003,
            the  Company  upon  an  approved  board  resolution   increased  the
            authorized  limit  of  the  Class  B  common  shares  to  5,000,000.
            Subsequent  to this board  resolution,  the  Company  cancelled  the
            outstanding  1,142,858 shares and issued the entire 5,000,000 shares
            to two of its officers.

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




                                       20
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             MARCH 31, 2005 AND 2004


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

            Common Stock (Continued)
            ------------------------

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

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

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

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

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

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

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

            The Company in April 2004 issued  10,000,000  shares of common stock
            to  Holtermann  valued at  $1,000,000  for the  acquisition  of that
            company.  On January 14, 2004,  the Company  entered into a Loan and
            Security  Agreement and a Multiple  Advance  Promissory  Note with a
            Bermuda company.  This agreement establishes a multiple advance loan
            of a maximum of $2,600,000. As collateral for this note, the Company
            issued 668,000 shares of its Series B Preferred Stock. Additionally,
            the Company issued to the Bermuda company a warrant for the purchase
            of up to  6,000,000  shares of the  Company's  common  stock A at an
            exercise price of $.15 per share. The warrants carry no registration
            rights. Both the Series B Preferred Stock and the warrants have been
            cancelled due to the Bermuda company's failure to fund the loan.




                                       21
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             MARCH 31, 2005 AND 2004


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

            Common Stock (Continued)
            ------------------------

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

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

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

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

            Treasury Stock
            --------------

            In January  2003,  the Company  instituted a buy back program of its
            own stock.  For the three months ended March 31, 2005 and year ended
            December 31, 2004, the Company  bought back no additional  shares of
            its common stock and placed it in its  treasury.  For the year ended
            December 31,  2003,  the Company  bought back 281,400  shares of its
            common  stock  and  placed  it in  its  treasury.  The  Company  has
            accounted  for its treasury  stock  utilizing  the cost method,  and
            such, the $37,338 at March 31, 2005 represents the cost value of the
            treasury shares acquired by the Company.

NOTE 10 -   NOTES RECEIVABLE
            ----------------

            The Company sold a business segment in July 2004 for $300,000.  This
            amount is currently a note receivable on the condensed  consolidated
            balance sheet.  This amount has been accruing  interest at 6% and as
            of March 31, 2005,  there is $17,858  recognized as accrued interest
            receivable. The amount is classified as a current asset as it is due
            on demand.

            Indigo  entered into a loan agreement with Pearlnet LLC, an Atlanta,
            Georgia based limited liability companion March 1, 2005. Indigo lent
            Pearlnet  LLC,  $75,000,  which  is to be  repaid  in  three  annual
            installments  of $25,000.  Interest is payable to Indigo at the rate
            of .007 percent per annum,  calculated monthly not in advance. As of
            March 31, 2005, Indigo accrued $44 of interest receivable.






                                       22
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             MARCH 31, 2005 AND 2004


NOTE 11 -   GOING CONCERN
            -------------

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

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

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

NOTE 12 -   COMMITMENTS
            -----------

            The Company has agreed to issue 9,000,000 shares of restricted Class
            A Common  Shares of stock to the  former  shareholders  of Indigo in
            accordance  with the  Stock  Purchase  Agreement.  The  Company  has
            recorded  a  liability  for  stock to be  issued  in the  amount  of
            $1,350,000,  which  represents  those 9,000,000 shares at a value of
            $.15  per  share,  the  fair  value  of the  stock  at the  time the
            agreement was entered into.

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











                                       23
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             MARCH 31, 2005 AND 2004


NOTE 13 -   LITIGATION
            ----------

            In an action  commenced  on or about  March 28,  2002 in the Supreme
            Court of the State of New  York,  the  plaintiff  seeks  $40,000  in
            damages from the Company as well as other defendants  listed in this
            action, allegedly sustained as a result of third party payments made
            on behalf  of all  defendants,  including,  but not  limited  to the
            Company. An answer denying all material  allegations was served upon
            the Plaintiff on May 1, 2002,  within the time allotted by law to do
            so. The Plaintiff as of March 25, 2004, has failed to respond to the
            Company's  discovery demands.  The Company will seek an Order of the
            Court  dismissing  this  action  due to the  plaintiff's  failure to
            comply. Management is of the belief that all allegations involved in
            this action are without  merit.  No  liability  is recorded for this
            action as of March 31, 2005.

NOTE 14 -   PROVISION FOR INCOME TAXES
            --------------------------

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

            At March 31, 2005, deferred tax assets approximated the following:

            Net operating loss carryforwards       $  5,932,058
            Less:  valuation allowance               (5,932,058)
                                                   -------------
                                                   $        -0-
                                                   =============

            At  March  31,   2005,   the   Company  had   accumulated   deficits
            approximating  $19,773,525 available to offset future taxable income
            through 2024. The Company established  valuation allowances equal to
            the full amount of the deferred tax assets due to the uncertainty of
            the utilization of the operating losses in future periods.













                                       24
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             MARCH 31, 2005 AND 2004


NOTE 15 -   DISPOSAL OF BUSINESS
            --------------------

            In July 2004, the Company sold Zingo Sales. The Company's  condensed
            consolidated  financial statements have been reclassified to reflect
            these sales as  discontinued  operations for all periods  presented.
            Summarized  operating  results of  discontinued  operations  for the
            three months ended March 31, 2004 are as follows:


                 Revenues                              $ 303,145
                                                       ----------

                 Income before income taxes            $  45,929

                 Provision for taxes                        -
                                                       ----------

                 Net income                            $  45,929
                                                       ==========

                 Net income  per share                 $    (.00)
                                                       ==========

                 Diluted income per share              $    (.00)
                                                       ==========

























                                       25
<PAGE>






          Management's Discussion and Analysis of Financial Conditions
                            and Results of Operations

Introduction
------------

The following discussion and analysis highlights the financial position of
SoftNet Technology Corp (SoftNet) at March 31, 2005 compared to quarter-end
March 31, 2004. The business activities of the Company are now that of the four
wholly owned subsidiaries - Solutions Technology Inc., Wholesalebyus, LLC (WBU),
Indigo Technology Services, and SoftNet International GmbH. Comparisons are
provided in this report but the Company has made a major change to its
operations and business activity and just began to generate any type of
significant revenue. In reviewing the Company's numbers in this report, it must
be remembered that it essentially shows the first year of operations of three of
the Company's four wholly owned subsidiaries - mainly Indigo and WBU.

Certain statements in this Form 10-KSB, including information set forth under
Item 2. Management's Discussion and Analysis of Financial Condition and Result
of Operations constitute `forward-looking statements' within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "Act"). Such
forward-looking statements are identified by words such as "intends,"
"anticipates," "hopes," and "expects," among others, and include, without
limitation, statements regarding the Company's plan of business operations,
anticipated revenues, related expenditures, and the results of any business
transactions. Factors that could cause actual results to differ materially
include, among others, the following: acceptability of the Company's services in
the market place, general economic conditions, political and economic conditions
in the United States and abroad, and competition. Investors are cautioned not to
put undue reliance on forward-looking statements. Except as otherwise required
by applicable securities statutes or regulations, the Company disclaims any
intent to update publicly these forward-looking statements, whether as a result
of new information, future events or otherwise.

Plan of Operation
-----------------

The Company entered into a transaction to acquire an Atlanta, Georgia based
business entity to further strengthen SoftNet's core business of Software and
technology. Major advancements and development of Solutions Technology to bring
the SecureTime Biometric ID System to the point where it could be mass marketed
has been completed. New sales agents and a new facility in the southern
California area have been obtained and a major marketing push is just being
instituted. The development of SoftNet International is just about completed and
preparations to begin sales are in the final stages for business operations in
international markets. The Company's management entered into a transaction for
funding in the form of a debt financing. With this debt funding, SoftNet issued
150,000,000 shares of the Company's Class A Common in certificate form. These
shares are being held in escrow in certificate form in a reputable European Bank
in Switzerland. The loan if a closing occurs will have a three (3) year term at
6% interest. The loan can be paid off without penalty at anytime after the first
anniversary. SoftNet Management is highly confident that the loan can be repaid
from future cash flow within the three (3) year period. An equity financing may
be an attractive alternative to retire the loan in the next year or two given
the tremendous fundamental development of the overall Company. This loan will be
instrumental in the development of SoftNet and subsidiaries. In April of 2004,
SoftNet entered into a financing arrangement with Cross Capital Fund. Cross
Capital Fund never performed on its responsibilities and breached the agreement.
SoftNet is in the process of evaluating all potential legal rights in this
matter and will exercise all legal rights to recover any and all potential
damages that may have been caused by Cross Capital Fund.

For the following nine month period from April, 2005 to December, 2005 it is
anticipated, absent the Company's obtaining other sources of liquidity as
described above, the Company's primary funding for ongoing corporate expenses,
such as legal and accounting fees and filing fees, will be provided by the
private sale of the Company's securities and from operating activities.
Thereafter, the Company anticipates further expanding the WBU business to the
point of profitability in the coming months and generating revenues from the
sale of their time clocks. The acquisition of Indigo immediately brings positive
cash flow from that and should help SoftNet to Achieve profitability sooner
rather than later. To help expand the awareness for the SoftNet subsidiaries,




                                       26
<PAGE>






the Company engaged the services of TVA productions in Los Angeles, California
to build brand name awareness for the WBU online shopping site as well as
introduce the benefits of selling through WBU to other business to attract more
products for sale. Secondly, TVA will be charged with introducing Solutions
Technology and the SecureTime Biometric ID System to the business community in a
large scale way. Solutions Technology believes that the SecureTime System is
ready for this rollout. Large-scale success is anticipated. However, if
viability of the SecureTime System is not realize in the coming year, then the
operations of Solutions Technology will be terminated. Indigo will greatly
benefit as well from this product and Company promotion. Indigo has also made
great strides with a new business relationship with a company called PearlNet.
PearlNet has been able to garner many state contracts totaling in the millions
and has engaged Indigo to help to fulfill these contracts.

The Company's management has ongoing discussions with investment bankers
pertaining to additional financing as an option for repayment of the restricted
stock loan that SoftNet just entered into but not yet closed. This would include
the possibility of a private place as the first option under consideration with
the possibility of a registration statement as a second option. Such a financing
would probably not occur until 2006 or later. Management believes this would
provide for ample opportunity to build the fundamentals of the company with the
hope to perform such a financing at a much higher and non-dilutive price than
currently would be necessary. However, there can be no assurance management will
be successful in these endeavors. SoftNet has recently hired an internal
controls and procedures auditor to evaluate SoftNet and make sure the Company is
prepared for the future to be compliant with all rules and regulations. This is
also the first step in preparing the Company for a listing on a higher exchange
above the OTCBB.

Liquidity and Capital Resources
-------------------------------

For the quarter ended March 31, 2005, the Company used ($374,705) in operating
activities from continued operations compared to ($181,459) for the quarter
ended March 31, 2004. Of this amount for quarter ended 2005, a majority is due
to the operating losses incurred in starting up the three (3) wholly owned
subsidiaries, which we believe will translate into generating increased cash.
However, a majority of the increase is attributable to the start up of
WholesaleByUs and Indigo for which contributed to the Company generating net
losses for the three months of approximately $570,000. Additionally, $90,750 in
the first quarter of 2005 and $331,650 in the first quarter of 2004 worth of
stock was issued for services. The Company has also borrowed certain amounts
from related parties as well as banks to finance the beginning production costs
for its time clocks and for the acquisition and further development of WBU. The
funding that was recently received will enable the Company to market, and
produce its products. We anticipate that going forward; we will streamline
administrative, and professional fees to conserve cash flow. The recognition of
revenues has occurred and as revenue continues to grow and the recognition of
positive cash flow is attained, certain expenses will increase, but only in
accordance with the increase in revenues.

Going Concern. The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. The Company has suffered recurring
losses from operations and at March 31, 2005 and 2004 had a working capital
deficit. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.











                                       27
<PAGE>








                           PART II. OTHER INFORMATION
                           --------------------------


Item 1.   Legal Proceedings
---------------------------

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


Item 2.   Changes in Securities
-------------------------------

     None.


Item 3.   Defaults Upon Senior Securities
-----------------------------------------

     None.


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

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


Item 5.   Other Information
---------------------------

     None.


Item 6.   Exhibits and Reports on Form 8-K
------------------------------------------

          (a)  Exhibits

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

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

          (b)  Reports on Form 8-K.






                                       28
<PAGE>






                                   SIGNATURES
                                   ----------

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


                                        SoftNet Technology Corporation
                                        ------------------------------


Date: May 23, 2005                      By:  /s/ James Farinella
                                           -------------------------------------
                                           James Farinella
                                           Chairman, Chief Executive Officer and
                                           President








































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