UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION





Form 10-K


ANNUAL
REPORTS PURSUANT TO SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934


(Mark
One)




R
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF
  THE


SECURITIES
EXCHANGE ACT OF 1934


For
the fiscal year ended: September 30, 2010


OR


o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 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 registrant as specified in its charter)





California
                (State
      or other jurisdiction of
                incorporation
      or organization)
              
              77-0382248
                (I.R.S.
      Employer
                Identification
      Number)1054
      S. De Anza Blvd., Suite 202, San Jose, California
                (Address
      of principal executive offices)
              
              95129
                (Zip
      code)




Registrant’s
telephone number, including area code:


(408) 777-7920




Securities
registered pursuant to Section 12(b) of the
Act:  None




Securities
registered pursuant to Section 12(g) of the Act:




Common Stock,
$0.001 par value


(Title of
Class)







Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o  No R




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o  No R




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 R   No o




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).  Yes o   No o




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act (check
one):




Large
      Accelerated Filer o
              
              Accelerated
      Filer o
              
              Non-Accelerated
      Filer o
                (Do
      not check if a smaller
                reporting
      company)
              
              Smaller
      Reporting Company R




Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes o  No R




The
aggregate market value of the voting and non-voting Common Stock held by
non-affiliates of the registrant as of March 31, 2010 (the last business day of
the registrant’s most recently completed second fiscal quarter) was $1,702,468 based upon the
closing sales price reported for such date on the OTC Bulletin Board. For
purposes of this disclosure, shares of Common Stock held by persons who hold
more than 5% of the outstanding shares of Common Stock and shares held by
officers and directors of the registrant have been excluded in that such persons
may be deemed to be affiliates. This determination of affiliate status is not
necessarily conclusive for other purposes.




At
December 15, 2010, registrant had 14,111,217 outstanding shares of Common
Stock.




Documents
Incorporated By Reference:  None












FORWARD
LOOKING STATEMENTS




You
should read the following discussion in conjunction with our audited financial
statements and the notes thereto that appear elsewhere in this Annual Report on
Form 10-K.  The following discussion 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 included in this Annual
Report on Form 10-K, including, but not limited to, statements regarding the
future growth of our wireless product line; statements regarding future revenues
from our products; statements regarding future financings; statements regarding
future costs; statements regarding future research and development efforts;
statements regarding competition in the market for wireless products; statements
regarding future patent applications; statements regarding future financial
results; and statements regarding future plans to extend our product line; 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
Annual Report and in other documents we file with the U.S. Securities and
Exchange Commission.




PART
I




ITEM
1.  Business.




Business
History and Overview




We were
incorporated in the State of California in August 1994.  We are an
independent software vendor (“ISV”) focused on providing secure, wireless
synchronization of email and personal information management (“PIM”) (calendar,
contacts, and tasks information) across a variety of wireless devices and email
collaborations suites. Our product provides solutions to organizations and
businesses supporting Novell GroupWiseTM, Microsoft ExchangeTM, and a variety of
alternative email collaboration suites such as the Sun Java Communications
Suite, the Oracle Collaboration Suite and Beehive, the Mirapoint Messaging
Suite, CommunigatePro, Scalix Enterprise Server, Kerio Messaging Suite, the
MDaemon Messaging Suite, FirstClass, and Meeting Maker. We support a
variety of wireless device platforms on each of these suites including the
BlackBerry®, Apple® iPhone®, iPad®, iPod® touch, AndroidTM, HP/Palm®, Windows
Mobile®, and Symbian. Using our products, our customers can achieve secure
wireless mobile access using a variety of handheld wireless devices to manage
their email, calendar appointments and address books on any of the email
collaboration suites we support.  Our products support wireless
devices from a wide range of manufacturers and network carriers around the
world.  We sell our products primarily through direct sales in the
United States and Canada and through resellers internationally.




Our
wireless enterprise synchronization product is the only integrated solution
providing organizations a single solution to simultaneously support any
BlackBerry, iPhone, Palm, Android and Windows Mobile device.  Our
solution is network independent thereby offering unparalleled flexibility to
change devices or networks as technology develops or user needs
evolve.  In addition, we are the only official provider of wireless
email and PIM synchronization middleware supporting BlackBerry wireless devices
other than Research In Motion Limited (“RIM”). Our NotifyLink Enterprise product
provides wireless synchronization for email, calendar, contacts and task
information and features an “On-Premise” Edition and an “On-Demand” Edition.
Both Editions can be integrated into an organization’s existing network while
offering broad wireless device support. Our NotifySnyc product is a non-server
based product that provides BlackBerry users with wireless synchronization for
email, calendar, contacts and task information and features using
ActiveSync®.




The
On-Premise Edition product resides on the customer’s server behind its
firewall.  We have designed the NotifyLink On-Premise Edition for
information technology (IT) organizations that desire centralized management and
support for their mobile user needs. With the NotifyLink On-Premise Edition,
organizations can support their growing mobile workforce while providing a
migration path from wired to wireless device usage.




The
On-Demand Edition product Edition provides users with the same features as the
NotifyLink On-Premise Edition without the need to install a NotifyLink server on
the customer’s premises.  The NotifyLink On-Demand Edition is a cloud
based product particularly well suited for smaller user organizations seeking a
comprehensive wireless synchronization solution while minimizing infrastructure
costs and IT resources.


1




Our
NotifySyncTM gives BlackBerry® users secure, real-time, wireless synchronization
of Email and PIM with their ActiveSync Server. NotifySync provides direct
connect support to several email platforms; namely, Axigen Mail Server,
CommuniGate Pro Mail Server, Microsoft Exchange, Kerio Mail Server, and the
Zimbra Collaboration Suite. Organizations receive through NotifySync a
synchronization solution that offers them support on all popular cellular voice
and data networks as well as any 802.11x wireless network.




For
wireless device users, NotifyLink and NotifySync provides support for a variety
of wireless networks including cellular networks such as CDMA/1XRTT/EVDO,
GSM/GPRS/EDGE, and all fixed wireless networks using 802.11x
technology.




Products




NotifyLink
Enterprise (“NotifyLink”)




NotifyLink
Enterprise is comprised of the NotifyLink Enterprise On-Premise Edition and the
NotifyLink Enterprise On-Demand Edition. NotifyLink has been designed to address
the needs of organizations of all sizes.




Using
either of the NotifyLink Enterprise Editions, mobile users can read, compose,
reply, forward, mark as read, and delete email messages from their mobile
devices. NotifyLink provides a user with “automatic” synchronization of emails
sent to the end user’s email mailbox and all emails originated, forwarded and
replied to from the mobile device will be synchronized with the user’s
desktop.  NotifyLink is device agnostic because email users are
provided with a platform-specific smart client, which is loaded on the mobile
device. Once the platform-specific smart client mobile device is installed on
the user’s wireless device and the NotifyLink enterprise server is installed,
the user is able to open his or her email, read it and then perform any number
of operations including replying, forwarding, and even deleting the
email.  NotifyLink supports attachment download and upload for Palm,
Windows Mobile, and BlackBerry mobile devices. NotifyLink also supports the
ability to forward attachments.  NotifyLink provides bi-directional
mobile synchronization of the user’s calendar, contacts, and tasks regardless of
whether the information was entered on the mobile device or at the user’s
desktop. The transmitted information keeps personal calendars continually up to
date at both the client server level and the mobile device level.




NotifyLink’s
wireless functionality supports all BlackBerry, iPhone, Palm and Windows Mobile
devices simultaneously over a variety of wireless networks: GSM/GPRS/EDGE,
CDMA/1XRTT/EVDO and all fixed wireless networks using 802.11x
technology.  NotifyLink wireless functionality also provides
“over-the-air” synchronization of email and personal information management,
thereby freeing users from the requirement to cradle their wireless devices in
order to maintain synchronization.  NotifyLink provides automatic
notification of new email and PIM, eliminating the need for users to initiate a
data session in order to retrieve their personal data.




All email
and PIM is stored behind an organization’s firewall while delivery of
information to and from the wireless devices is encrypted utilizing either
Triple Data Encryption Standard (TDES) or Advanced Encryption Standard (AES)
encryption algorithms.  AES is a Federal Information Processing
Standard that specifies a cryptographic algorithm for use by U.S. Government
organizations to protect sensitive, unclassified
information.  Information security is increased because NotifyLink
supports both TDES and the latest AES.




NotifyLink
Enterprise On-Premise Edition




The
NotifyLink On-Premise Edition was our first Enterprise offering providing a
single enterprise solution supporting the wireless needs of its users through
the use of an on-premise server.  It is based on a client-server
architecture comprised of the NotifyLink device client module and the NotifyLink
Enterprise server product. The NotifyLink Enterprise server product involves
three components: a database component, a web component and a messaging
component. All three components are commonly installed to the same server. In a
more distributed environment, each component can be installed to a separate
server. The NotifyLink On-Premise Edition is ideal for companies with a volume
of mobile professionals who need real-time synchronization of their existing
email to any one of a variety of supported mobile devices.


2




NotifyLink
Enterprise On-Demand Edition




In
November 2004, we launched our NotifyLink On-Demand Edition for Novell
GroupWise.  In March 2005, we launched the NotifyLink On-Demand
Edition for Microsoft Exchange. Since then, we have expanded the number of
collaboration suites and devices we support.  We added the Apple
iPhone device and Google Enterprise collaboration suite in fiscal 2008. The
NotifyLink On-Demand Edition provides the same wireless synchronization of
email, calendar, contacts and task information as our NotifyLink On-Premise
Edition, except without the need of any hardware or software
on-premise.  The NotifyLink On-Demand Edition provides wireless
synchronization services and support from a hardened data center that provides
users a high level of reliability and availability.  It remotely
accesses email and PIM data from the customer email collaboration suite and
synchronizes to a user’s BlackBerry, iPhone, Palm, Android or Windows Mobile
wireless device.  The NotifyLink On-Demand Edition provides
organizations with a simple solution to their immediate mobility
needs.  It was designed as a cost efficient alternative for customers
whose universe of wireless users does not justify an internal server or who do
not have the internal IT resources to maintain a NotifyLink Enterprise
server.  The NotifyLink On-Demand Edition is also targeted at
organizations interested in outsourcing the wireless synchronization of email
and PIM.




NotifySync




Our
new NotifySyncTM for BlackBerry® provides users with secure, real-time,
wireless synchronization of Email and PIM directly connecting to any email
platform that supports Exchange ActiveSync.  Notify licensed the
Exchange ActiveSync protocol from Microsoft in 2009 which is used in the
NotifySync product. The NotifySync solution provides additional functionality in
the areas of security and device management as defined by the Exchange
ActiveSync protocol. Today, NotifySync supports several email platforms; namely,
the Axigen Mail Server, CommuniGate Pro Mail Server, Microsoft Exchange, Kerio
Mail Server, and the Zimbra Collaboration Suite. As other email platforms
supporting Exchange ActiveSync come to market NotifySync will increase is
support to these new platforms. NotifySync works with any BlackBerry wireless
device on all popular cellular voice and data networks as well as any 802.11x
wireless network.




Sales,
Marketing and Distribution




We are
expanding our customer base by gathering leads through several channels. We have
an inside sales force that handles leads generated from our corporate web site,
the web sites of our collaboration suite and device partners where we maintain a
presence, referrals from referral partners with whom we have agreements,
wireless carriers and device manufacturers such as RIM and Palm,
Inc.  Other partners such as Sun Microsystems, Inc. and Oracle
recommend NotifyLink as the primary full featured mobility solution to their
customers.   We will continue to receive referrals from these
channel partners only to the extent that they successfully refer our products
and services to interested customers. In addition, we attend a variety of trade
shows and conferences which also generate leads for our wireless
products.




Our
NotifyLink installed base consists of numerous contracts sold directly to
individual companies.  We typically sell contracts on an annual
basis.  This means that we observe revenue recognition rules that
spread the recognition of revenue from the sales of any one month ratably over
the term of each contract; commonly a twelve-month period.  Because of
this practice, any significant increase or decrease in sales in any one period
resulting from sales or marketing programs is reflected as a gradual increase or
decrease in revenues.




Technical
and Marketing Support




We have
developed product collateral, expanded marketing programs and improved web-site
customer assistance to supplement customer support organization for our
NotifyLink and NotifySync products.  Marketing and
collateral  programs include product awareness branding and product
training through various media such as Notify web-site marketing, strategic
partner web-site marketing, regional, national and international trade shows,
strategic partner regional user meetings, carrier training seminars, webinars,
user market surveys and a monthly newsletter.




We
provide customer technical support and remote product installation assistance
for our NotifyLink and NotifySync customers.  We maintain a hosting
center for our product lines in Ohio. We also provide the support to maintain
up-time requirements for our NotifyLink On-Demand products.




Research
and Development




We
incurred $2,256,301 and $1,917,614 in research and development expenses in
fiscal 2010 and 2009, respectively.  The increase in our investment in
fiscal 2010 reflected our focus on engineering to maintain and develop new
products and to respond to the increased number of mobility devices released
into the market in 2010. This focus resulted from our strategy to provide
support for new devices as they are released to the market and to expand and
improve our features of our NotifyLink and NotifySync products.  This
commitment has caused us to expand our design and testing
capabilities.  The combination of developing our NotifySync product to
address the increasing popularity and use of ActiveSync® and the release into
the market of numerous new devices by device manufacturers taxed our ability to
support new products and assure backward compatibility to aging
devices.  We increased the size of both our design and test
departments to respond to the demand in a timely manner.  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.
Therefore, we intend to continue to incur significant research and development
costs.  We expect that our research and development efforts will
remain in wireless software but the focus will evolve into the larger area of
mobile device management to address the needs caused by the increasing number
and use of wireless devices in our personal and business
world..


3




Competition




We
believe the market for our wireless products is extremely competitive for
certain platforms and less competitive for others. Several companies offer
wireless solutions and alternatives for Novell GroupWise and Microsoft
Exchange.  The market for Zimbra, Kerio and CommuniGate offers users
multiple alternatives including our NotifyLink solution.  We believe
our NotifyLink solution is more complete and includes advanced features not
available in alternative solutions and appeals to those customers who require or
desire the advanced features.  In the markets for Sun, Oracle,
Mirapoint and Meeting Maker, we have little to no competition at this time. Many
customers may not need the full functionality of our NotifyLink solution and may
be satisfied with more basic synchronization functionally offered at no charge
by our collaboration suite partners.  Our new NotifySync product is
sold to a niche market of BlackBerry users who desire to operate in an
ActiveSyncTM environment.  The NotifySync product is a non-server based
product whose targeted audience is BlackBerry users in an Exchange or Google
environment using ActiveSync.




Proprietary
Rights




We regard
various features and design aspects of our products as proprietary and we rely
primarily on a combination of copyright, trademark and trade secret laws and
employee and third-party nondisclosure agreements to protect our proprietary
rights.  There are few barriers to entry into the market for our
products, and there can be no assurance that any patents we apply for will be
granted, that any issued patents will be enforceable or valid, or that the scope
of our patents or any patents granted in the future will be broad enough to
protect us against the use of similar technologies by our
competitors.  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.




We may be
involved from time to time in litigation to determine the enforceability, scope
and validity of any of our proprietary rights or of third parties asserting
infringement claims against us.  These claims could result in
substantial cost to us and could divert our management and technical personnel
away from their normal responsibilities.




On July
1, 2010, Softvault Systems, Inc., or Softvault, filed a complaint against us
alleging patent infringement in the District Court for the Eastern District of
Texas, Marshall Division.  On October 15, 2010, we were served with
the complaint.  The case is entitled Softvault Systems, Inc. v. Intel
Corporation, Good Technology, Inc., Notify Technology Corporation and Softex
Incorporated, Civil Action No. 2:10-cv-219.  In the complaint,
Softvault asserts that our products infringe U.S. Patent Nos. 6,249,868 (“Method
and System for Embedded, Automated, Component-level Control of Computer Systems
and Other Complex Systems”) and 6,594,765 (“Method and System for Embedded,
Automated, Component-level Control of Computer Systems and Other Complex
Systems”).  The complaint seeks unspecified monetary damages,
interest, costs, attorneys’ fees and other relief.  While we believe
we have meritorious defenses against Softvault’s claim and have been in
discussions with Softvault’s legal representatives over the last few months, due
to the inherent uncertainties of litigation, we cannot accurately predict the
ultimate outcome of this matter.




In
November 2003, we entered into a non-exclusive license agreement with NCR that
allows us to offer certain product features on our NotifyLink Enterprise
Editions that are covered by a patent held by NCR.   This
agreement requires a royalty payment on Enterprise revenue subject to the
patent.  The agreement contained a $500,000 cap on the aggregate
royalty to be paid and an exit clause if we were to no longer sell our
NotifyLink Enterprise Editions.  We completely paid the $500,000 cap
as of September 30, 2009 and now hold a fully paid up non-exclusive right for
the use of the NCR patent.




Employees




As of
September 30, 2010, we employed 85 persons of whom 45 were engaged in research
and development, 16 in sales and marketing, 15 in customer service, and 9 in
general administration and finance. All but 6 of these employees are employed on
a full-time basis.  None of our employees are currently represented by
a labor union. We consider our relations with our employees to be
good.


4




ITEM
1A.  Risk Factors.




Risks
Related to Our Business




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




We
commenced operations in August 1994 and through 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 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 twelve-month period
ended September 30, 2010, we had a net income of $616,038.  For the
fiscal year ended September 30, 2009, we had a net income of
$70,685.  For the fiscal years ended September 30, 2008, 2007 and
2006, we incurred net losses of $287,680, $426,004, and $314,892, respectively.
Although our cash flows from operations were positive in the twelve-month period
ended June 30, 2010 and the years ended September 30, 2009, 2008 and 2007, we
are not assured that we can maintain a positive cash flow from operating
activities in future periods. There can be no assurance that sales of our
products will continue to generate or maintain a positive cash flow or that we
will attain or thereafter sustain profitability in any future
period.




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




At
September 30, 2010, we had an accumulated deficit of $23,975,540 and recorded a
net income for the twelve-month period ended September 30, 2010 of $616,038. We
also had a working capital deficit at that date of $650,819.  Our
NotifyLink and NotifySync products will need to sustain a favorable market
acceptance in order for us to be able to continue our research and development
activities and to fund operating expenses at a level required to stay
competitive in our market.  Regardless, as our wireless product lines
have only generated sufficient contributions to our revenues to date to operate
profitably at the current level of research and development for the last two
fiscal years, 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 maintain market acceptance of our wireless products
or raise additional financing, we will have to significantly reduce our
spending, 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 software
products on a timely basis, we could lose existing and potential customers and
our sales could decrease.




We
continue to invest in our wireless software 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.




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:


5




·
            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;




·
            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 revenues
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 revenues, 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.




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 rely
primarily on a combination of copyright, trademark and trade secret laws and
employee and third-party nondisclosure agreements to protect our proprietary
rights.  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.




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




We
continue to develop our formal referral partner channel and our international
reseller partners channel.  We participate in informal referral
arrangements with several wireless carriers, wireless device manufacturers and
several of our collaboration partners for the sale of our NotifyLink and
NotifySync products and services where our products assist in the sale of their
products.  We have a limited direct sales force to sell our NotifyLink
and NotifySync products and services to organizations and businesses, and we
rely upon both formal and informal referral arrangements to provide leads for
our NotifyLink and NotifySync products.  To date, most of our referral
arrangements are formal, and 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 continue to receive
referrals through our formal or informal arrangements.  Our NotifyLink
and NotifySync solutions are sold into an emerging market and although we have
operated on a cash positive basis in the fiscal years ending September 30, 2010,
2009, 2008 and 2007, we have only achieved sufficient growth in our sales to
generate net income in the fiscal years 2010 and 2009.




We are
expanding our distribution channels for our wireless products by participating
in national, international and regional trade shows and promotions with
strategic partners across the United States, Europe and Africa.  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 consists of a large number of small to medium 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
wireless market but make use of modest marketing and distribution programs to
expand our distribution channels and any marketing efforts undertaken by or on
behalf of us may not be successful.




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.


6


We
depend on key executives.





Our
potential for success depends significantly on key management employees,
including our Chairman, President and Chief Executive Officer, Mr. Paul F.
DePond, our Vice President of Development, Rhonda Chicone and our Chief
Financial Officer, Gerald W. Rice.  We have entered into amended and
restated employment agreements with these three key management
employees.  We do not currently 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 those of any of our other key employees
would materially and 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 retain or 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 or in attracting and retaining the
personnel we require for expansion.





We
face significant competition.




We
believe the market for our wireless products is extremely competitive for
certain platforms and less competitive for others. Several companies offer
wireless solutions and alternatives for Novell GroupWise and Microsoft
Exchange.  The market for Zimbra, Kerio and CommuniGate offers users
multiple alternatives including our NotifyLink solution.  We believe
our NotifyLink solution is more complete and includes advanced features not
available in alternative solutions and appeals to those customers who require or
desire the advanced features.  In the markets for Sun, Oracle,
Mirapoint and Meeting Maker, we have little to no competition at this time. Many
customers may not need the full functionality of our NotifyLink solution and may
be satisfied with more basic synchronization functionally offered at no charge
by our collaboration suite partners.  Our new NotifySync product is
sold to a niche market of BlackBerry users who desire to operate in an
ActiveSyncTM environment.  The NotifySync product is a non-server based
product whose targeted audience is BlackBerry users in an Exchange or Google
environment using ActiveSync.




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
significant 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 are unable to establish product markets for our
new software products, our business, results of operation and financial
condition would be materially and adversely affected.




Risks
Related to Our Common Stock




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 liquidity of 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
stock may lose access to a viable trading market.




Given the
increasing cost and resource demands of being a public company, we may decide to
“go dark,” or cease filing with the Securities and Exchange Commission by
deregistering our securities, for a period of time until our assets and
stockholder base are sufficient to warrant public trading again. During such
time, there would be a substantial decrease in disclosure by us of our
operations and prospects, and a substantial decrease in the liquidity in our
common stock even though stockholders may still continue to trade our common
stock in the “pink sheets.” The market’s interpretation of a company’s
motivation for “going dark” varies from cost savings, to negative changes in the
firm’s prospects, to serving insider interests, which may affect the overall
price and liquidity of a company’s securities.


7


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.




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.


8




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.




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




David A.
Brewer, a member of our Board of Directors and the Chairman of our Audit
Committee since 2000, together with an entity affiliated with Mr. Brewer,
currently own approximately 56% 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
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 such director in
connection with any civil or criminal action or administrative proceeding
arising out of his 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 this insurance or that the insurance limits will
not be exceeded.




ITEM
1B.  Unresolved Staff Comments.




Not
applicable.




ITEM
2. Properties.




Our
principal executive offices are located at 1054 South DeAnza Boulevard,
Suite 202, San Jose, California 95129.  These facilities consist
of approximately 3,840 square feet of office space pursuant to a lease that
expires March 31, 2012.  We have a second location at 6570
Seville Drive, Canfield, Ohio 44406 that houses an engineering group and our
technical support organization. The Ohio facility consists of approximately
10,685 square feet of office space pursuant to a lease that expires in October
2014.


9




ITEM
3. Legal Proceedings.




On July
1, 2010, Softvault Systems, Inc., or Softvault, filed a complaint against us
alleging patent infringement in the District Court for the Eastern District of
Texas, Marshall Division.  On October 15, 2010, we were served with
the complaint.  The case is entitled Softvault Systems, Inc. v. Intel
Corporation, Good Technology, Inc., Notify Technology Corporation and Softex
Incorporated, Civil Action No. 2:10-cv-219.  In the complaint,
Softvault asserts that our products infringe U.S. Patent Nos. 6,249,868 (“Method
and System for Embedded, Automated, Component-level Control of Computer Systems
and Other Complex Systems”) and 6,594,765 (“Method and System for Embedded,
Automated, Component-level Control of Computer Systems and Other Complex
Systems”).  The complaint seeks unspecified monetary damages,
interest, costs, attorneys’ fees and other relief.  While we believe
we have meritorious defenses against Softvault’s claim and have been in
discussions with Softvault’s legal representatives over the last few months, due
to the inherent uncertainties of litigation, we cannot accurately predict the
ultimate outcome of this matter.




ITEM 4.(Removed and Reserved)




PART
II




ITEM
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.




Market
Information




Our
common stock was listed on the Nasdaq SmallCap Market under the symbol NTFY
until our common stock was delisted on September 4, 2002.  Since
September 4, 2002, our common stock has been trading on the OTC Bulletin Board
under the symbol NTFY.  Trading of our common stock on the OTC
Bulletin Board is sporadic and does not constitute an established public market
for our shares.




The
quarterly high and low bid prices of our common stock during fiscal 2010 and
fiscal 2009 are as follows:




NTFY
Common Stock





High
                  
                  
                  LowFiscal
      Year Ended September 30, 2010Fourth
      Quarter
                  
                  $
                  0.489
                  
                  
                  $
                  0.263Third
      Quarter
                  
                  $
                  0.700
                  
                  
                  $
                  0.360Second
      Quarter
                  
                  $
                  0.540
                  
                  
                  $
                  0.250First
      Quarter
                  
                  $
                  0.750
                  
                  
                  $
                  0.210Fiscal
      Year Ended September 30, 2009Fourth
      Quarter
                  
                  $
                  0.700
                  
                  
                  $
                  0.055Third
      Quarter
                  
                  $
                  0.380
                  
                  
                  $
                  0.150Second
      Quarter
                  
                  $
                  0.270
                  
                  
                  $
                  0.100First
      Quarter
                  
                  $
                  0.330
                  
                  
                  $
                  0.055




These
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission, and may not represent actual transactions.  The quarterly
high and low bid prices of our common stock were provided by The Nasdaq Stock
Market LLC.




Holders




As of
December 9, 2010, there were 61 holders of record of our common
stock.




Dividends




We have
never declared or paid any cash dividends on our common stock. We currently
anticipate that we will retain all future earnings for the expansion and
operation of our business and do not anticipate paying cash dividends in the
foreseeable future.


10




Securities
Authorized for Issuance Under Equity Compensation Plans




The
information required by this item regarding equity compensation plans is
incorporated by reference from Part III, Item 12 of this Annual Report on Form
10-K.




Recent
Sales of Unregistered Securities




We did
not sell any of our unregistered securities during fiscal 2010.




ITEM
6. Selected Financial Data.




We are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and not
required to provide the information required under this item.




ITEM
7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.




Overview




We were
incorporated in the State of California in August 1994.  We are an
independent software vendor (“ISV”) focused on providing secure, wireless
synchronization of email and personal information management (“PIM”) (calendar,
contacts, and tasks information) across a variety of wireless devices and email
collaboration suites. Our products provide solutions to organizations and
businesses supporting Novell GroupWiseTM, Microsoft ExchangeTM, and a variety of
alternative email collaboration suites such as the Sun Java Communications
Suite, the Oracle Collaboration Suite and Beehive, the Mirapoint Messaging
Suite, CommunigatePro, Scalix Enterprise Server, Kerio Messaging Suite, the
MDaemon Messaging Suite, FirstClass, and Meeting Maker.  We support a
variety of wireless device platforms on each of these suites including the
BlackBerry®, Apple® iPhone®, iPad®, iPod® touch, AndroidTM, HP/Palm®, Windows
Mobile®, and Symbian.  Using our products, our customers can achieve
secure wireless mobile access using various handheld wireless devices to manage
their email, calendar appointments and address books on any of the email
collaboration suites we support.  Our products support wireless
devices from a wide range of manufacturers and network carriers around the
world.




We
completed our initial public offering in September 1997, receiving net proceeds
of approximately $6.2 million. Prior to our initial public offering, our working
capital requirements were met through the sale of equity and debt securities in
private placements and, to a lesser extent, product revenue and a line of
credit. We have sustained significant operating losses in every fiscal period
since inception and expect to incur quarterly operating losses in the future.
Our limited operating history makes the prediction of future operating results
difficult if not impossible. Future operating results will depend on many
factors, including the demand for our products, the level of product and price
competition, and our ability to develop and market new products and control
costs. There can be no assurance that our revenues will grow or be sustained in
future periods or that we will ever achieve profitability.




Critical
Accounting Policies and Estimates




Our
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
financial statements requires us to make significant estimates and judgments
that affect the reported amounts of assets, liabilities, revenues and expenses
and related disclosure of contingent assets and liabilities. We evaluate
estimates, including those related to bad debts, inventories and income taxes,
on an ongoing basis. We base our estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.




We
believe the following critical accounting policies, among others, involve the
more significant judgments and estimates used in the preparation of our
financial statements:


11




We
recognize software license agreements when persuasive evidence of an agreement
exists, delivery of the product has occurred, the license fee is fixed or
determinable and collection is probable.  Our license agreements take
two basic forms.  The first form of agreement is essentially a
subscription agreement that is used in connection with our hosting arrangement
where we provide both the software combined with hosting services from a
hardened site.  The agreement generally has a fixed term and the
license revenue is recognized ratably over the term of each service
contract.  The second form of agreement involves the purchase of a
license and a service agreement based on the Vendor Supplied Objective
Evidence (“VSOE”) where only the service agreement is renewed each
year.  We recognize the license portion at the point of sale for those
sales where VSOE has been established and the service portion ratably over
the term of the service contract. For those contracts where VSOE has not
been established, the revenue of the entire contract is recognized ratably over
the term of the contract.  Our sales process provides for an optional
trial period prior to the agreement to purchase and no revenue is recognized
during that trial period.




We
recognize revenue when the title and risk of loss have passed to the customer,
there is persuasive evidence of an arrangement, delivery of the product has
occurred or services have been rendered, the sales price is fixed or
determinable and collection is probable. Installation, when required, is
commonly completed prior to an agreement to facilitate a trial of the
product.  Technical assistance is available during the sales process
and is unrelated to the service component portion of the final
arrangement.  Revenue related to installation is recognized when the
agreement is signed and the contract period has commenced.




The
Company accounts for all compensation related to stock, options or warrants
using a fair value based method whereby compensation cost is measured at the
grant date based on the value of the award and is recognized over the service
period, which is usually the vesting period. The Company uses the Black-Scholes
pricing model to calculate the fair value of options and warrants issued to both
employees and non-employees. Stock issued for compensation is valued using the
market price of the stock on the date of the related agreement.




We
maintain allowances for doubtful accounts for estimated bad debts. If the
financial condition of our customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances might be
required.




The
carrying value of our deferred tax assets is dependent upon our ability to
generate sufficient future taxable income in certain tax
jurisdictions.  Should we determine that we would not be able to
realize all or part of our deferred tax assets in the future, an adjustment to
the deferred tax assets would be charged to income in the period such
determination was made.  Currently, our deferred tax assets are fully
reserved.




Results
of Operations




Fiscal
Years Ended September 30, 2010 and 2009




Revenue




Revenue
consists of net revenue from the sale of NotifyLink and NotifySync software
licenses, installation fees and the sale of third party software.  We
recognize the license portion at the point of sale for those sales where VSOE
has been established and the service portion ratably over the term of the
service contract. For those contracts where VSOE has not been established,
the revenue of the entire contract is recognized ratably over the term of the
contract.  Maintenance 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.  Revenues for the fiscal year ended September 30,
2010 increased to $7,245,983 from $6,032,257 in the fiscal year ended September
30, 2009.




Cost
of Revenue




Cost of
revenue consists of the hosting center costs to support the service portion of
our NotifyLink product; the cost of re-sale software related to NotifyLink and
royalty expense to Microsoft for certain technology utilized in our NotifyLink
products. Cost of revenue decreased to $52,217 in the fiscal year ended
September 30, 2010 from $153,583 in the fiscal year ended September 30,
2009.  The reduction is primarily due to the elimination of royalty
costs paid to NCR as we now have a fully paid-up license to their
technology.




The gross
margin was 99% in fiscal 2010 compared to 97% in fiscal 2009.  The
major cost component affecting gross margin had been a royalty expense that no
longer exists.  The other major costs of our business, consisting of
product design and sales/support, are categorized in operating expenses and thus
do not impact gross margin.


12




Research
and Development




Research
and development expenses consist primarily of personnel costs and
expenses.  We incurred $2,256,301 in research and development expenses
in fiscal 2010, an increase from the $1,917,761 in research and development
expenses incurred in fiscal 2009.  Virtually all the increase is due
to salaries as we added personnel to our engineering design and product testing
teams to meet the demands of a rapidly expanding smart phone
market.  Our development efforts were devoted to increasing the
feature set of our software products, porting our solution to new devices and
creating new products in the area of Mobile Device Management
(“MDM”).  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. Therefore, we intend to continue to incur
significant research and development costs.




Sales
and Marketing




Sales and
marketing expense consists primarily of personnel, trade show and travel costs
and sales commissions related to our sales and marketing efforts. Sales and
marketing expenses increased to $2,510,970 for the fiscal year ended September
30, 2010 from $2,322,315 for the fiscal year ended September 30, 2009. This
increase was primarily attributable to an increase of approximately $45,000 in
personnel costs, an increase of approximately $60,000 in commissions and
referral fees and $48,000 in show expenses.  We use an internal sales
force and a customer support staff to facilitate the NotifyLink sales
process.  The sales process also involves a customer trial period
that, in turn, requires an initial installation process involving assistance
from technical support personnel.  We have found that good technical
support is an important sales and retention tool for the customers in our
market.  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.




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 to $1,814,600
for fiscal 2010 versus $1,574,958 for fiscal 2009. The increase was
spread across compensation, rent, legal, depreciation and health insurance among
other categories.  Bad debt expense was $10K for the year ended
September 30, 2010 which was down from $44K for the fiscal year ended September
30, 2009.




Income
Taxes




Due to
our historical losses, the Company continues to recognize a full valuation
allowance for deferred tax assets. Accordingly, there is no provision for
federal or state income taxes in fiscal 2010 and 2009.  We may incur a
net operating loss in future periods. As of September 30, 2010, we had federal
and state net operating loss carryforwards of approximately $247,000 and
$1,558,000, respectively.  The net loss carryforwards and certain
research and development tax credit carryforwards will expire in tax years 2017
through 2029 if not utilized. Utilization of the net operating losses and
credits may be subject to a substantial annual limitation due to ownership
change limitations provided by the Internal Revenue Code of 1986, as amended
(the “Code”), and similar state provisions. The annual limitation may result in
the expiration of net operating losses and credits carryforwards before full
utilization. For financial reporting purposes, deferred tax assets primarily
related to the net operating carryforwards recognized under Financial Accounting
Standard No. 109, “Accounting for Income Taxes,” has been fully offset by a
valuation allowance.




Liquidity
and Capital Resources




During
fiscal 2009 and 2010, we funded our operations through a combination of cash
provided by operations and existing cash balances.  Our ability to
fund our recurring losses from operations depends upon the continued success of
our NotifyLink and NotifySync wireless e-mail notification market
solutions.




A
significant characteristic of our business is the sale of our products
customarily in the form of annual contracts paid for upon signing with the
revenue amortized over the twelve-month service period.  The
unamortized contract revenue is reflected 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 provided we add new
contracts faster than old contracts expire.




The major
cost of operations is comprised of (1) the engineering design of our products
offered for sale and (2) the sales process of a contract that requires both
direct sales effort and technical support hours to facilitate a 30-day trial
period of our software prior to purchase.  The minor decrease in the
NotifyLink deferred revenue to $3,039,763 as of September 30, 2010 from
$3,133,156 as of September 30, 2009, combined with the increase in revenues over
the same period, indicates that total product revenue improved in fiscal
2010.  Deferred revenue also represents the obligation to service the
contracts underlying the revenue.  However, the cash flow required to
provide the service of contracts is significantly less than the amortized
revenue recognized each month.


13




Our
continued operations depend on the cash flow from sales of NotifyLink and
NotifySync.  In the event sales of our products decline or our revenue
is otherwise interrupted, we would have to reduce our operations to minimally
service our existing contract obligations unless we secured additional
financing. If we were unable to increase our revenues or secure financing, we
would have to restructure our business to reduce costs.




We are
currently planning to expand our product offerings that will allow us to expand
into the Mobility Device Management (“MDM”) markets.  We believe the
MDM market is in the early stages of development and it is too early to
understand the competition we will be facing.  We intend to capitalize
on our experience and ability to offer mobility software solutions for those
companies deploying a variety of manufacturers’ devices on a single email
system.  The success of our business operations will depend upon a
continued favorable market acceptance for our current wireless software products
and the new products we are developing.




We also
continue to evaluate our opportunities to obtain financing to provide additional
funding for our operations.




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.




At
September 30, 2010, we had cash and cash equivalents of $2,526,654 compared to
$1,565,447 at September 30, 2009.  Over the last several years, we
have financed our operations through cash provided by operating activities and
existing cash balances.  The net cash provided by operating activities
equaled $1,138,177 in the year ended September 30, 2010 versus net cash provided
by operating activities of $726,306 in the year ended September 30, 2009. The
cash provided by operations in the year ended September 30, 2010 resulted from
net income of $616,038, a decrease in accounts receivable of $518,503,
depreciation expense of $118,522 offset by a decrease in deferred revenue of
$93,393, a decrease in accrued liabilities of $62,520 and a decrease in accounts
payable of $19,962.  Although we have been cash positive in the last
four fiscal years, we anticipate that we will have negative cash flow from time
to time in operating activities in future periods.




Net cash
used in investing activities was an outflow of $177,785 and $167,021 for the
twelve-month periods ended September 30, 2010 and 2009,
respectively.  The net cash outflow in both periods was due to capital
purchases.




Net cash
provided by/(used by) financing activities was an inflow of $815 and outflow of
$4,445 for the respective years ended September 30, 2010 and
2009.  The net inflow for financing activities for the year ended
September 30, 2010 was a combination of an inflow of $4,957 from the proceeds of
the exercise of options and $4,142 outflow from payments on capital
leases.  The net cash outflow for financing activities for the year
ended September 30, 2009 was due to payments on capital leases.




Impact
of Inflation




We
believe the impact of inflation and changing prices on net revenues and on
operations has been minimal during the past two years.




Off-Balance
Sheet Arrangements




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




ITEM
7A. Quantitative and Qualitative Disclosures About Market Risk.




We are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and not
required to provide the information required under this item.




ITEM
8. Financial Statements and Supplementary Data.




Our
financial statements, related notes thereto and supplementary data required by
this item are incorporated by reference from Part IV, Item 15 of this Form 10-K
and are presented beginning on page F-1.


14




ITEM
9. Changes In and Disagreements With Accountants on Accounting and Financial
Disclosure.




None.




ITEM
9A.  Controls and Procedures.




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 regulations 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 Annual Report
on Form 10-K, have concluded that our disclosure controls and procedures are
effective to ensure that information we are required to disclose in reports that
we file or submit under the Exchange Act is accumulated and communicated to our
management, including our principal executive and principal financial officers,
as appropriate to allow timely decisions regarding required disclosure, and that
such information is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and
forms.




Management’s
Annual Report on Internal Control over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Internal control over financial
reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles.  Because of its inherent limitations, internal control
over financial reporting may not prevent or detect
misstatements.  Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies and procedures may deteriorate.





Under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we conducted an assessment of the
effectiveness of our internal control over financial reporting based on certain
criteria established in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway
Commission.  Based on this evaluation, management concluded that our
internal control over financial reporting was effective in providing reasonable
assurance regarding the reliability of financial reporting and preparation of
the financial statements for external purposes in accordance with U.S. generally
accepted accounting principles as of September 30, 2010.




This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  This management report was not subject to attestation by
our registered public accounting firm pursuant to rules of the SEC that permit
us to provide only management's report in this Annual Report on Form
10-K.




Changes
in Internal Control Over Financial Reporting




There was
no change in our internal control over financial reporting that occurred during
the quarter ended September 30, 2010, that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.




ITEM
9B.  Other Information




None.


15




PART
III




ITEM
10.  Directors, Executive Officers and Corporate
Governance




Directors
and Executive
Officers




Our
directors and executive officers and their ages as of September 30, 2010, are as
follows:





Name
              
              Age
              
              PositionPaul F.
      DePond
              
              57
              
              Chief
      Executive Officer, President and ChairmanGerald
      W. Rice
              
              62
              
              Chief
      Financial Officer and SecretaryRhonda
      Chicone
              
              46
              
              Vice
      President of Product DevelopmentDavid
      A. Brewer (1)(2)
              
              58
              
              DirectorMark
      Frappier (1)(2)
              
              55
              
              Director








(1)
            Member
      of the Audit Committee


(2)
            Member
      of the Compensation Committee.




Biographical
Information for Directors and Executive Officers




Paul F. DePond, our founder,
has served as our President, Chief Executive Officer and Chairman of the Board
of Directors since our inception in August 1994.  From September 1992
through May 1994, Mr. DePond served as Vice President of Corporate Marketing at
Telebit Corporation, a supplier of high speed modems and dialup remote access
products.  From January 1991 through September 1992, Mr. DePond served
as Vice President of Marketing at Alantec Corporation, a manufacturer of
networking products. Mr. DePond received aBachelor of
Science Degree in Electrical and Computer Engineering from the University of
Michigan, Ann Arbor in 1980 and Masters Degree in Computer Science from the
University of Michigan, Ann Arbor in 1980.




Gerald W. Rice has served as
our Chief Financial Officer and Secretary since August 1994.  From
November 1993 to June 1996, he owned Comprehensive Business Services, a
financial services company franchise.  From April 1992 to April 1993,
Mr. Rice served as Controller at Surface Sciences Instruments, a manufacturer of
capital equipment for surface chemical analysis.  From June 1990 to
April 1992, Mr. Rice was Vice President of Finance and Secretary of Applied
Dielectrics, a manufacturer of microwave circuit boards.  Mr. Rice
received an A.A. from Ohlone College in 1969 and a B.A. in Accounting from
California State College of Stanislaus in 1971.




Rhonda Chiconehas served as
our Vice President of Product Development since July 2001.  From
October 2000 to July 2001, Ms. Chicone served as our Director of Engineering and
from October 1999 to October 2000, she served as our Engineering
Manager.  From January 1999 to October 1999, Ms. Chicone served as one
of our senior software engineers.  From September 1996 to January
1999, she was President of Tech-Xpress Enterprises, Inc.  Ms. Chicone
received a Science degree in Computer Science from Youngstown University in
1985, a Master’s of Science in Technology from Kent University in 2002, and a
PhD. in Applied Computer Sciences from Northcentral University in February
2010.




David A. Brewer has
served as one of our directors since February 2000.  Since January
1999, Mr. Brewer has served as general manager for Aragon Ventures LLC, a
private equity investment firm.  Mr. Brewer has been Chairman of
the End Poverty Foundation, a charity organization, since January
2001.  Since September 2002, Mr. Brewer has also served as
President and Chief Executive Officer of PriaVision, Inc., a private company
developing advanced technologies for ophthalmic surgeons.  Mr. Brewer
also serves on the board of directors of hereUare, Inc.




Mark Frappier has served as
one of our directors since October 2007.  Since 1994, Mr. Frappier has
provided technical consulting to law firms and high tech corporations involved
in complex patent litigation.  From 1993 to 1994, he was the Director
of Technical Services at Rational Software and from 1989 to 1993 he was the
Director of Customer Service at CooperativeSolutions,
Inc.  Mr. Frappier began his career as an engineer designing computers
at Rational Machines, Inc., Wang, and Data General.  He graduated with
a Bachelor of Science degree in Engineering from Northeastern University in
1978.


16




Term
of Office




All
directors are elected and serve until the next annual meeting of shareholders or
until the election and qualification of their successors.All executive officers
serve at the discretion of our Board of Directors.




Family
Relationships




There are
no family relationships between any of our directors or executive
officers.




Section 16(a)
Beneficial Ownership Reporting Compliance




Section 16(a)
of the Exchange Act requires our executive officers and directors and persons
who own more than ten percent of a registered class of our equity securities to
file an initial report of ownership on Form 3 and changes in ownership on
Form 4 or 5 with the Securities and Exchange Commission and the National
Association of Securities Dealers, Inc.  Executive officers, directors
and greater than ten percent shareholders are also required by SEC rules to
furnish us with copies of all Section 16(a) forms they
file.  Based solely on our review of copies of such forms received by
us, or written representations from certain reporting persons, we believe that,
except as noted below, during the fiscal year ended September 30, 2010 all
filing requirements applicable to our officers, directors and ten percent
shareholders were fulfilled.




Code
of Ethics




We have
adopted the Notify Technology Corporation Code of Ethics for Principal and
Executive and Senior Financial Officers (“Code of Ethics”).  The Code
of Ethics applies to our principal executive officer, our principal financial
officer, our principal accounting officer or controller, and persons performing
similar functions and responsibilities who shall be identified by our audit
committee from time to time.




The Code
of Ethics is available at our website, located at http://www.notifycorp.com.




Audit
Committee




We have
an Audit Committee that was established in accordance with Section 3(a)(58)(A)
of the Exchange Act.  Messrs. Brewer and Frappier currently serve as
the members of the Audit Committee.  Mr. Frappier is “independent” as
defined under the NASDAQ listing rules.  The board of directors has
determined that Mr. Brewer is an “audit committee financial expert” as defined
in Item 407(d) of Regulation S-K promulgated by the Securities and
Exchange Commission.  Mr. Brewer is not “independent” by virtue of his
affiliation with 21X Investments, LLC, our largest shareholder.




ITEM
11.  Executive Compensation.


Summary
Compensation Table




The
following table sets forth information for the two most recently completed
fiscal years concerning the compensation of (i) the Chief Executive Officer
and (ii)  the two other most highly compensated officers during the fiscal
years ended September 30, 2010 and 2009 (together the “Named Executive
Officers”).


17





Name and
                    Principal Position
                
                Year
                
                Salary
                    ($)
                
                
                Bonus
                    ($)
                
                
                Option
                    Awards
                    ($) (1)
                
                
                Nonequity
                    incentive plan
                    compensation
                    ($) (2)
                
                
                All Other
                    Compensation
                    ($) (3)
                
                
                Total
                    ($)Paul F.
      DePond
                
                2010
                
                
                275,923
                
                
                
                62,893
                
                
                
                —
                
                
                
                64,501
                
                
                
                16,894
                
                
                
                420,211Chief
      Executive
                
                2009
                
                
                303,949
                
                
                
                15,000
                
                
                
                25,000
                
                
                
                28,180
                
                
                
                16,218
                
                
                
                388,347OfficerGerald W.
      Rice
                
                2010
                
                
                187,622
                
                
                
                31,447
                
                
                
                —
                
                
                
                32,250
                
                
                
                11,078
                
                
                
                262,397Chief
      Financial
                
                2009
                
                
                234,138
                
                
                
                7,500
                
                
                
                7,830
                
                
                
                14,090
                
                
                
                13,654
                
                
                
                277,212OfficerRhonda
      Chicone
                
                2010
                
                
                145,120
                
                
                
                31,447
                
                
                
                —
                
                
                
                32,250
                
                
                
                5,413
                
                
                
                214,230Vice
      President of
                
                2009
                
                
                167,421
                
                
                
                7,500
                
                
                
                7,830
                
                
                
                14,090
                
                
                
                5,316
                
                
                
                202,157Product
      Development








(1)
            The
      amounts shown do not reflect compensation actually received. Instead, the
      amounts shown are the compensation costs that we recognized in fiscal 2010
      and 2009 for stock option awards granted during and prior to those years
      in accordance with applicable accounting guidance for option
      awards.


(2)
            Represents
      payments made under an executive incentive bonus program based on a
      percentage of sales to major accounts managed at the executive level and a
      quarterly performance bonus based of profits achieved after bonus
      expense.


(3)
            Represents
      payments of health and life insurance premiums and dental benefits on
      behalf of the Named Executive
Officers.




Narrative
Disclosure to the Summary Compensation Table




Employment
Agreements and Change-in-Control Arrangements




Paul F. DePond.  In
October 2008, we entered into an Amended and Restated Employment Agreement with
Mr. DePond.  The agreement provides for an annual base salary of
$275,000.  Under the Agreement, Mr. DePond is also eligible to
receive annual bonuses based upon targets approved by our Board of
Directors.




The
Agreement further provides that in the event that Mr. DePond’s employment
with the Company is terminated without “Cause” (as defined in the Agreement)
within 24 months following a “Change of Control” (also as defined in the
Agreement) or at any time apart from a Change of Control, Mr. DePond is
entitled to receive the following:




·
            severance
      compensation equal to a continuation of his salary for a period of 18
      months;




·
            the
      maximum amount of his bonus for the fiscal year in which such involuntary
      termination occurs that could have been received had he satisfied all
      conditions necessary to earn such maximum amount of the bonus during the
      remainder of such fiscal year;




·
            100%
      Company-paid dental and life insurance coverage and reimbursement for all
      premium payments paid under COBRA for continuing health insurance coverage
      as provided to Mr. DePond and his dependents immediately prior to
      such termination until the earlier of (i) 18 months following such
      termination, or (ii) the date Mr. DePond becomes covered under
      another employer’s dental, life or health insurance plan.  In
      lieu of such reimbursements, Mr. DePond may, at his sole election,
      receive a one-time cash payment equal to the total amount of such premium
      payments Mr. DePond would be required to make for 18 months following
      such termination; and




·
            outplacement
      services for a period of up to 6 months following such termination with a
      maximum obligation to the Company of $9,000 for such
    services.




Mr. DePond
is not entitled to severance compensation in the event of a termination for
Cause or upon his voluntary resignation.  In the event of a
termination due to disability, Mr. DePond is entitled to receive only those
severance or disability benefits as are established under the Company’s then
existing severance and benefits plans and policies.  In the event of a
termination due to Mr. DePond’s death, his estate is entitled to receive a
one-time cash payment equal to his  annual base salary less the amount
he is entitled to receive under the Company-paid life insurance
policy.


18




Gerald W.
Rice   In October 2008, we entered into an Amended and
Restated Employment Agreement with Mr. Rice that provides for an annual
base salary of $195,000.  Under the Agreement, Mr. Rice is also
eligible to receive annual bonuses based upon targets approved by our Board of
Directors.




The
Agreement further provides that in the event that Mr. Rice’s employment
with the Company is terminated without “Cause” (as defined in the Agreement)
within 24 months following a “Change of Control” (also as defined in the
Agreement) or at any time apart from a Change of Control, Mr. Rice will be
entitled to receive the following:




·
            severance
      compensation equal to a continuation of his salary for a period of 12
      months;




·
            the
      maximum amount of his bonus for the fiscal year in which such involuntary
      termination occurs that could have been received had he satisfied all
      conditions necessary to earn such maximum amount of the bonus during the
      remainder of such fiscal year;




·
            100%
      Company-paid dental and life insurance coverage and reimbursement for all
      premium payments paid under COBRA for continuing health insurance coverage
      as provided to Mr. Rice and his dependents immediately prior to such
      termination until the earlier of (i) 12 months following such
      termination, or (ii) the date Mr. Rice becomes covered under
      another employer’s dental, life or health insurance plan.  In
      lieu of such reimbursements, Mr. Rice may, at his sole election,
      receive a one-time cash payment equal to the total amount of such premium
      payments Mr. Rice would be required to make for 12 months following
      such termination; and




·
            outplacement
      services for a period of up to 6 months following such termination with a
      maximum obligation to the Company of $9,000 for such
    services.




Mr. Rice
is not entitled to severance compensation in the event of a termination for
Cause or upon his voluntary resignation.  In the event of a
termination due to disability, Mr. Rice is entitled to receive only those
severance or disability benefits as are established under the Company’s then
existing severance and benefits plans and policies.  In the event of a
termination due to Mr. Rice’s death, his estate is entitled to receive a
one-time cash payment equal to his annual base salary less the amount he is
entitled to receive under the Company-paid life insurance policy.




Rhonda Chicone.  In
October 2008 we entered into an Amended and Restated Employment Agreement with
Ms. Chicone that provides for an annual base salary of
$145,000.  Under the Agreement, Ms. Chicone is also eligible to
receive annual bonuses based on targets approved by our Board of
Directors.




The
Agreement further provides that: In the event that Ms. Chicone’s employment
with the Company is terminated without Cause (as defined in the Agreement)
within 24 months following a “Change of Control” (also as defined in the
Agreement) or at any time apart from a Change of Control, Ms. Chicone will
be entitled to receive the following:




·
            severance
      compensation equal to a continuation of her salary for a period of 12
      months;




·
            the
      maximum amount of her bonus for the fiscal year in which such involuntary
      termination occurs that could have been received had she satisfied all
      conditions necessary to earn such maximum amount of the bonus during the
      remainder of such fiscal year;




·
            100%
      Company-paid dental and life insurance coverage and reimbursement for all
      premium payments paid under COBRA for continuing health insurance coverage
      as provided to Ms. Chicone and her dependents immediately prior to
      such termination until the earlier of (i)  12 months following such
      termination, or (ii) the date Ms. Chicone becomes covered under
      another employer’s dental, life or health insurance plan.  In
      lieu of such reimbursements, Ms. Chicone may, at her sole election,
      receive a one-time cash payment equal to the total amount of such premium
      payments Ms. Chicone would be required to make for 12 months
      following such termination; and




·
            outplacement
      services for a period of up to 6 months following such termination with a
      maximum obligation to the Company of $9,000 for such
    services.


19




Ms. Chicone
is not entitled to severance compensation in the event of a termination for
Cause or upon her voluntary resignation.  In the event of a
termination due to death or disability, Ms. Chicone is entitled to receive
only those severance or disability benefits as are established under the
Company’s then existing severance and benefits plans and policies.




The
foregoing Agreements define a “Change of Control” as (i) the acquisition of
more than 30% of our total voting power by any person or group; (ii) a
change in a majority of our Board of Directors occurring within a two-year
period; or (iii) the approval by our shareholders of (A) a merger or
consolidation that would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least 50% of the total voting power represented by the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, (B) a sale of all or
substantially all of our assets, or (C) a liquidation; provided, however, that a
public offering of our common stock does not constitute a Change of
Control.  The Agreements define “Cause” as (i) an act of personal
dishonesty in connection with such person’s responsibilities as an employee and
which is intended to result in the substantial personal enrichment of such
person; (ii) a conviction of a felony that the Board of Directors reasonably
believes had or will have a material detrimental effect on our reputation or
business; and (iii) willful act by the person which constitutes
gross  misconduct and is injurious to us.  The Agreements
define “disability” as the person’s inability to perform duties under the
Agreement due to mental or physical illness and such inability, at least 26
weeks after its commencement, is determined to be total and permanent by a
physician.




Option
Exchange




On
December 17, 2008, our Board of Directors approved an exchange of options to
purchase an aggregate of 900,000 shares of our common stock issued under our
1997 Stock Plan for options to purchase an aggregate of 169,470 shares of our
common stock under our 2008 Equity Incentive Plan, with such options being of
equal fair market value as computed using a Black-Scholes valuation model based
on the market value of our common stock on December 16, 2008. As a result, there
was no financial impact to us as a result of the exchange.  The
exchange was made with respect to only  one set of options, all
granted on June 29, 2001, and involved only three individuals, all who consented
to the exchange: Paul DePond, Rhonda Chicone and Gerald W. Rice.




Stock
Option Grants




On
December 17, 2008, Mr. DePond received options to acquire 799,288 shares of our
common stock at an exercise price of $0.14 per share. Additionally, on the same
date, Mr. Rice and Ms. Chicone each received options to acquire 250,363 shares
of our common stock at an exercise price of $0.14 per share.  These
options were granted at fair market value on the date of grant with terms of up
to ten years.  Under the terms of these option grants, the options
commence vesting upon the grant date and continue to vest ratably over the
remainder of the three-year vesting period.




Executive
Management Bonus Plan




The Named
Executive Officers participate in an executive management bonus plan that awards
bonuses based on sales to major accounts that are negotiated and sold at the
executive management level.  The bonus plan is funded with that part
of a sale that would be commonly paid out to internal sales representatives if
they were involved in the sale.  The participants are eligible to be
paid the bonus upon closing each sale. The bonus pool is allocated among each of
the Named Executive Officers using a fixed percentage.




The Named
Executive Officers participate in an executive management bonus plan that awards
bonuses based on achievement of financial quarterly performance targets and on
an annual performance target determined after any and all bonuses are
expensed.  The bonus is based on a fixed amount that is adjusted
downward if the profit performance target is only partially achieved and
adjusted upward if the profit performance exceeds the target. The bonus is paid
quarterly.




Outstanding
Equity Awards at 2010 Fiscal Year End




The
following table sets forth certain information for the Named Executive Officers
with respect to securities underlying unexercised options at September 30,
2010.


20





Option AwardsName
                                              
                                              Number of
                                                Securities
                                                Underlying
                                                Unexcercised
                                                Options(#)
                                                Exercisable
                                              
                                              
                                              Number of
                                                Securities
                                                Underlying
                                                Unexercised
                                                Options(#)
                                                Unexercisable
                                              
                                              
                                              Option
                                                Exercise
                                                Price($)
                                              
                                              Option
                                                Expiration
                                                DatePaul F.
      DePond
                                              
                                              
                                              50,000
                                              (2)
                                              
                                              
                                              —
                                              
                                              
                                              $
                                              2.750
                                              
                                              11/29/2010150,000
                                              (1)
                                              
                                              
                                              —
                                              
                                              
                                              $
                                              0.320
                                              
                                              10/10/2011400,000
                                              (1)
                                              
                                              
                                              —
                                              
                                              
                                              $
                                              0.250
                                              
                                              8/5/2013250,000
                                              (1)
                                              
                                              
                                              —
                                              
                                              
                                              $
                                              0.260
                                              
                                              11/8/2014466,672
                                              (4)
                                              
                                              
                                              333,336
                                              (5)
                                              
                                              $
                                              0.140
                                              
                                              12/16/18Gerald
      W. Rice
                                              
                                              
                                              10,000
                                              (2)
                                              
                                              
                                              —
                                              
                                              
                                              $
                                              2.750
                                              
                                              11/29/201050,000
                                              (3)
                                              
                                              
                                              —
                                              
                                              
                                              $
                                              0.320
                                              
                                              10/10/2011125,000
                                              (1)
                                              
                                              
                                              —
                                              
                                              
                                              $
                                              0.250
                                              
                                              8/5/201375,000
                                              (1)
                                              
                                              
                                              —
                                              
                                              
                                              $
                                              0.260
                                              
                                              11/8/2014145,834
                                              (4)
                                              
                                              
                                              104,169
                                              (5)
                                              
                                              $
                                              0.140
                                              
                                              12/16/18Rhonda
      Chicone
                                              
                                              
                                              50,000
                                              (1)
                                              
                                              
                                              —
                                              
                                              
                                              $
                                              0.320
                                              
                                              10/10/2011150,000
                                              (1)
                                              
                                              
                                              —
                                              
                                              
                                              $
                                              0.250
                                              
                                              8/5/201375,000
                                              (1)
                                              
                                              
                                              —
                                              
                                              
                                              $
                                              0.260
                                              
                                              11/8/2014145,834
                                              (4)
                                              
                                              
                                              104,169
                                              (5)
                                              
                                              $
                                              0.140
                                              
                                              12/16/18





(1)
            Options
      vested in equal monthly installments over a 36-month
    period;


(2)
            Options
      vested in equal monthly installments over a 25-month
    period;


(3)
            Options
      vested upon date of grant;


(4)
            Options
      vest in equal monthly installments over a 36-month period from the date of
      grant, December 17, 2008.




Director
Compensation




The table
below summarizes all compensation of our directors for fiscal 2010:




Name
                
                Fees Earned
                  or Paid in
                  Cash ($)
                
                
                Stock
                  Awards ($)
                
                
                Option
                  Awards
                  ($)(1)
                
                
                Non-Equity
                  Incentive Plan
                  Compensation
                  ($)
                
                
                Nonqualified
                  Deferred
                  Compensation
                  Earnings ($)
                
                
                All Other
                  Compensation
                  ($)
                
                
                Total ($)David
      Brewer
                
                
                —
                
                
                
                —
                
                
                $
                3,462
                (2)
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                $
                3,462Mark
      Frappier
                
                
                —
                
                
                
                —
                
                
                $
                3,462
                (3)
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                $
                3,462




(1) The amounts shown do not reflect compensation actually
received.  Instead, the amounts shown are the compensation costs that
we recognized in fiscal 2010 for stock option awards granted during and prior to
that year in accordance with applicable accounting guidance for option
awards.




(2) Mr.
Brewer holds stock options to purchase 80,000 shares of our common
stock.




(3) Mr.
Frappier holds a stock option to purchase 50,000 shares of our common
stock




Narrative
to Director Compensation Table




Our
directors do not currently receive any cash compensation for service on the
board of directors or any committee thereof.


21




ITEM
12.  Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.




The
following table sets forth certain information regarding beneficial ownership of
our common stock as of December 3, 2010, by (i) each person or entity who
is known by us to own beneficially more than 5% of the outstanding shares of our
common stock, (ii) each of our directors, (iii) each of the Named
Executive Officers, and (iv) all directors and executive officers as a
group.




The table
is based on information provided to us or filed with the Securities and Exchange
Commission (“SEC”) by our directors, executive officers and principal
shareholders.  Beneficial ownership is determined in accordance with
the rules of the SEC, and includes voting and investment power with respect to
shares.  Shares of common stock as indicated in the table, issuable
upon exercise of options that are currently exercisable or are exercisable
within 60 days after December 3, 2010, are deemed outstanding for purposes of
computing the percentage ownership of the person holding such options or
warrants, but are not deemed outstanding for computing the percentage of any
other shareholder.  Unless otherwise indicated, the address for each
shareholder listed in the following table is c/o Notify Technology Corporation,
1054 S. De Anza Blvd., Suite 202, San Jose, California
95129.


22





Shares of Common Stock
                      Beneficially OwnedName and Address of Beneficial Owner
                  
                  Number
                  
                  
                  Percentage (1)Greater
      than 5% Stockholders:21X
      Investments LLC (2)
                    c/o
      21X Investments LLC
                    1080
      Telegraph St B11
                    Reno
      NV 89502
                  
                  
                  6,650,000
                  
                  
                  
                  47.1Bruce
      Galloway (3)
                    c/o
      Galloway Capital Management, LLC
                    c/o
      720 Fifth Avenue, 10th
      Floor
                    New
      York, NY 10019
                  
                  
                  1,577,909
                  
                  
                  
                  11.2Galloway
      Capital Management, LLC (4)
                    720
      Fifth Avenue, 10th
      Floor
                    New
      York, NY  10019
                  
                  
                  1,153,572
                  
                  
                  
                  8.2Gary
      Herman (5)
                    c/o
      Galloway Capital Management, LLC
                    720
      Fifth Avenue, 10th
      Floor
                    New
      York, NY  10019
                  
                  
                  1,156,172
                  
                  
                  
                  8.2Strategic
      Turnaround Equity Partners LP (6)
                    c/o  Stuarts
      Corporate Services, Ltd.
                    P.O.
      Box 2510 GT, 4th
      Floor
                    One
      Cayman Financial Center
                    36A
      Dr. Roy’s Drive,
                    Georgetown,
      Grand Cayman
                    Cayman
      Islands
                  
                  
                  1,153,572
                  
                  
                  
                  8.2Directors
      and Executive Officers:David A.
      Brewer (6)
                  
                  
                  7,926,322
                  
                  
                  
                  55.7Mark
      Frappier(10)
                  
                  
                  34,722
                  
                  
                  
                  0.2Paul F.
      DePond (7)
                  
                  
                  1,553,176
                  
                  
                  
                  10.0Gerald W.
      Rice (8)
                  
                  
                  458,816
                  
                  
                  
                  3.2Rhonda
      Chicone (9)
                  
                  
                  459,613
                  
                  
                  
                  3.2All
      directors and executive officers as a group
      (5  persons)
                  
                  
                  10,432,649
                  
                  
                  
                  63.0







(1)
            Applicable
      percentage of ownership is based on 14,111,217 shares of our common stock
      outstanding as of December 3, 2010, together with applicable options and
      warrants for such shareholder.


(2)
            David
      Brewer, one of our directors, is the sole member and manager of 21X
      Investments LLC.  Information with respect to the number of
      shares beneficially owned is based solely on the Schedule 13G filed
      with the SEC by 21X Investments LLC on June 8, 2007.


(3)
            Of
      the total of 1,577,909 shares of common stock, 291,671 shares are
      held by Mr. Galloway's Individual Retirement Account for which Mr.
      Galloway has sole power to vote and dispose, 47,666 shares are held by Mr.
      Galloway's children for which he has the sole power to vote and dispose,
      85,000 shares are held by RexonGalloway Capital Growth, an investment
      company in which Mr. Galloway is a 50% owner for which Mr. Galloway
      retains sole investment and voting discretion, 1,153,572 shares are held
      by Strategic Turnaround Equity Partners, LP (Cayman) (“STEP”), for which
      Mr. Galloway has the shared power to vote and dispose. Mr. Galloway is a
      managing member of Galloway Capital Management, LLC (“GCM”), the general
      partner of STEP.  Mr. Galloway disclaims beneficial ownership of
      the shares directly beneficially owned by STEP, except to: (i) the
      indirect interests by virtue of Mr. Galloway being a managing member of
      GCM, the general partner of STEP; and (ii) the indirect interests of Mr.
      Galloway by virtue of being a limited partner in
      STEP.  Information with respect to the number of shares
      beneficially owned in Notes 3 - 5 is based solely on the
      Schedule 13D/A filed with the SEC by Mr. Galloway, GCM, STEP and Mr.
      Herman on November 3, 2010.


(4)
            Reflects
      1,153,572 shares of common stock held by STEP for which GCM has the shared
      power to vote and dispose.


23


(5)
            Of
      the total, 1,156,172 shares of common stock, 2,500 are held by FBR, Inc.
      (“FBR”) for which Mr. Herman is sole owner and serves as an officer, 100
      shares are held by Mr. Herman and 1.153,572 are held by STEP for which Mr.
      Herman has the shared power to vote and dispose. Mr. Herman is a managing
      member of Galloway Capital Management, LLC, the general partner of STEP.
      Mr. Herman disclaims beneficial ownership of the shares directly
      beneficially owned by STEP, except: (i) to the indirect interests by
      virtue of Mr. Herman being a managing member of Galloway Capital
      Management, LLC, the general partner of STEP; and (ii) the indirect
      interests of Mr. Herman by virtue of being a limited partner in
      STEP.


(6)
            Includes
      6,650,000 shares held by 21X Investments LLC of which Mr. Brewer is the
      sole member and manager.  Includes 114,722 shares of common
      stock issuable to Mr. Brewer upon exercise of options exercisable within
      60 days of December 3, 2010.


(7)
            Includes
      1,405,561 shares of common stock issuable to Mr. Paul DePond upon exercise
      of options exercisable within 60 days of December 3,
  2010.


(8)
            Includes
      433,613 shares of common stock issuable to Mr. Rice upon exercise of
      options exercisable within 60 days of December 3,
  2010.


(9)
            Includes
      448,613 shares of common stock issuable to Ms. Chicone upon exercise of
      options exercisable within 60 days of December 3,
  2010.


(10)
            Includes
      34,722 shares of common stock issuable to Mr. Frappier upon exercise of
      options exercisable within 60 days of December 3,
  2010.




Equity
Compensation Plan Information




The
following table provides information as of September 30, 2010, with respect
to shares of our common stock that may be issued under our existing equity
compensation plans.





Number of Securities
                    to be Issued upon
                    Exercise of
                    Outstanding Options,
                    Warrants and Rights
                
                
                Weighted-Average
                    Exercise Price of
                    Outstanding Options,
                    Warrants and Rights
                
                
                Number of Securities
                    Remaining Available
                    for Future Issuance
                    under Equity
                    Compensation Plans
                    (Excluding Securities
                    Reflected in
                    Column (a))Equity
      compensation plans approved by security holders (1)
                
                
                3,291,014
                
                
                $
                0.245
                
                
                
                681,986Equity
      compensation plans not approved by security holders
                
                
                —
                
                
                
                —
                
                
                
                —Total
                
                
                3,291,014
                
                
                $
                0.245
                
                
                
                681,986





(1)
            Consists
      of our 1997 Stock Plan and our 2008 Equity Incentive
  Plan.




1997
Stock Plan




The
Notify Corporation 1997 Stock Plan (the “Stock Plan”) was established in January
1997.  The Stock Plan had a term of ten years and expired in January
2007.  Under the Stock Plan a total of 3,650,000 shares of our common
stock had been reserved for issuance.  As of September 30, 2010,
options to purchase up to 1,656,000 shares of our common stock were still
outstanding under the Stock Plan.




2008
Equity Incentive Plan




Our 2008
Equity Incentive Plan (the “Equity Incentive Plan”).was established
in December 2008.  The Equity Incentive Plan has a term of ten years
and expires in December 2018.  The Equity Incentive Plan provides for
the granting of stock options to our employees, officers, consultants and
directors.  Grants of options to employees and directors under the
Equity Incentive Plan vest over three years.  Both our Board of
Directors and our Compensation Committee have the authority to act as
administrator for the Equity Incentive Plan. Under the Equity Incentive Plan, a
total of 2,317,000 shares of our common stock has been reserved for
issuance.  As of September 30, 2010, options to purchase up to
1,636,014 shares of our common stock were outstanding under the Equity Incentive
Plan.




ITEM
13.  Certain Relationships and Related Transactions, and Director
Independence




Transactions
With Related Persons, Promoters and Certain Control Persons




Not
applicable.


24




Director
Independence





Our
common stock is listed on the OTC Bulletin Board inter-dealer quotation system,
which does not have director independence requirements.  For purposes
of determining director independence, we have applied the definition set forth
in Rule 5000(a)(19), formerly NASDAQ Marketplace Rule 4200(a)(15), of the
listing rules for companies quoted on the NASDAQ Stock Market.  Mr.
Frappier is the only current member of our Board of Directors that qualifies as
an “independent director” under those listing rules.




ITEM
14.  Principal Accountant Fees and Services.




Summary
of Fees




The
following table summarizes the approximate aggregate fees billed to us or
expected to be billed to us by our independent auditors, L.L. Bradford &
Company, LLC, for our 2010 and 2009 fiscal years:





Type
      of Fees
                    
                    Fiscal
      Year 2010
                    
                    
                    Fiscal
      Year 2009Audit
      Fees (1)
                    
                    $
                    47,750
                    
                    
                    $
                    44,260Audit-Related
      Fees (2)
                    
                    
                    —
                    
                    
                    
                    —Tax
      Fees (3)
                    
                    
                    15,500
                    
                    
                    
                    15,500All
      Other Fees (4)
                    
                    
                    1,000
                    
                    
                    
                    —Total
      Fees
                    
                    $
                    64,250
                    
                    
                    $
                    59,760







(1)
            Audit
      Fees consist of fees billed for professional services rendered for the
      audit of our consolidated annual financial statements and review of the
      interim consolidated financial statements included in quarterly reports
      and services that are normally provided by L.L. Bradford & Company,
      LLC in connection with statutory and regulatory filings or
      engagements.


(2)
            Audit-Related
      Fees consist of fees billed for assurance and related services that are
      reasonably related to the performance of the audit or review of our
      consolidated financial statements and are not reported under Audit Fees.
      Fees billed for fiscal 2010 represent consultations in connection with
      strategic transactions. During our 2010 and 2009 fiscal years there were
      no such services rendered to us by L.L. Bradford & Company,
      LLC.


(3)
            Tax
      Fees consist of fees billed for professional services rendered for tax
      compliance, tax advice and tax planning (domestic and
      international).  These services include assistance regarding
      federal, state and international tax compliance, acquisitions and
      international tax planning.


(4)
            All
      Other Fees consist of fees for products and services other than the
      services reported above. Fees billed for fiscal 2010 represent
      consultations in connection with filing an S-8 related to our 2008 Equity
      Incentive Plan. During our 2009 fiscal year there were no such services
      rendered to us by L.L. Bradford & Company,
  LLC.




Audit
Committee Pre-Approval Policies and Procedures




Our Audit
Committee reviewed and pre-approved all audit and non-audit fees for services
provided by L.L. Bradford & Company, LLC and has determined that the
provision of such services to us during fiscal 2010 is compatible with and did
not impair L.L. Bradford & Company, LLC’s independence.  L.L.
Bradford & Company, LLC was engaged to perform the 2009 fiscal year-end
audit and fiscal 2010 audit services.   It is the practice of the
audit committee to consider and approve in advance all auditing and non-auditing
services provided to us by our independent auditors in accordance with the
applicable requirements of the Securities and Exchange
Commission.


25




PART
IV




ITEM
15. Exhibits and Financial Statement Schedules.





(a)           1.  Financial
Statements





The
following financial statements and related Report of Independent Registered
Public Accounting Firm are filed as part of this Annual Report on Form
10-K.





PageReport
      of Independent Registered Public Accounting Firm,
                
                F-2Balance
      Sheets
                
                F-3Statements
      of Income
                
                F-4Statements
      of Shareholders’ Deficit
                
                F-5Statements
      of Cash Flows
                
                F-6Notes
      to Financial Statements
                
                F-7





2.  Financial
Statement Schedules





Financial
statement schedules are omitted because they are either not required or the
required information is provided in the consolidated financial statements or
notes thereto.





3.  Exhibit





3.1.1
            Amended
      and Restated Articles of Incorporation of Registrant as filed with the
      Secretary of State of California on September 2, 1997. (incorporated
      herein by reference to Exhibit (3.2) to the Registrant's Registration
      Statement on Form SB-2, Reg. No. 333-23369, filed on March 14,
      1997)3.1.2
            Certificate
      of Amendment to the Registrant’s Articles of Incorporation as filed with
      the Secretary of State of California on March 3, 1998. (incorporated
      herein by reference to Exhibit (3.1.1) to the Registrant's Quarterly
      Report on Form 10-QSB for the quarterly period ended June 30, 2001, filed
      on August 14, 2001)3.1.3
            Certificate
      of Amendment to the Registrant’s Articles of Incorporation as filed with
      the Secretary of State of California on July 12, 2001. (incorporated
      herein by reference to Exhibit (3.1.2) to the Registrant's Quarterly
      Report on Form 10-QSB for the quarterly period ended June 30, 2001, filed
      on August 14, 2001)3.1.4
            Series
      A Certificate of Determination, Preferences and Rights as filed with the
      Secretary of State of California on or about July 12,
      2001.  (incorporated herein by reference to Exhibit (3.1) to the
      Registrant’s Current Report 8-K, filed on July 23,
2001)3.2
            Amended
      and Restated Bylaws of Registrant. (as amended on April 15, 2009)
      (incorporated herein by reference to Exhibit (3.2.2) to the Registrant’s
      Current Report on DEF 14A, filed on April 15, 2009)10.5(1)
            Form
      of Indemnification Agreement. (incorporated herein by reference to Exhibit
      (10.5) to the Registrant's Registration Statement on Form SB-2, Reg. No.
      333-23369, filed on March 14,
1997)


26





10.6(1)
                    Registrant's
      1997 Stock Plan, as amended effective March 26, 2003, and form of stock
      option agreement. (incorporated herein by reference to Exhibit (4.1) to
      the Registrant’s Registration Statement on Form S-8 Reg. No 333-108868,
      filed on September 17, 2003)10.16(1)
                    Amended
      and Restated Employment Agreement dated as of October 1, 2008 between
      Registrant and Paul DePond. (incorporated herein by reference to Exhibit
      (10.16) to the Registrant’s Current Report 8-K, filed on October 1,
      2008)10.17(1)
                    Amended
      and Restated Employment Agreement dated as of October 1, 2008 between
      Registrant and Gerald Rice. (incorporated herein by reference to Exhibit
      (10.17) to the Registrant’s Current Report 8-K, filed on October 1,
      2008)10.18(1)
                    Amended
      and Restated Employment Agreement dated as of October 1, 2008 between
      Registrant and Rhonda Chicone. (incorporated herein by reference to
      Exhibit (10.18) to the Registrant’s Current Report 8-K, filed on October
      1, 2008)10.24
                    Nonexclusive
      Technology License Agreement, dated as of November 24, 2003, by and
      between Registrant and NCR Corporation (incorporated herein by reference
      to Exhibit (10.24) to the Registrant's Annual Report on Form 10-KSB for
      the fiscal year ended September 30, 2004, filed on December 22,
      2004)10.35
                    Lease
      dated May 7, 2009 between Notify Technology Corporation and Pecten Court
      Mountain View Associates, LLC. (incorporated herein by reference to
      Exhibit (10.35) to the Registrant’s Current Report on Form 8-K, filed on
      May 11, 2009)10.36(1)
                    Notify
      Technology Corporation 2008 Equity Incentive Plan (incorporated herein by
      reference to Exhibit (10.36) to the Registrant’s Annual Report on Form
      10-K for the twelve-month period ended September 30, 2009, filed on
      December 28, 2009)10.37(1)
                    Form
      of Stock Option Agreement for grants under the Notify Technology
      Corporation 2008 Equity Incentive Plan (incorporated herein by reference
      to Exhibit (10.37) to the Registrant’s Annual Report on Form 10-K for the
      twelve-month period ended September 30, 2009, filed on December 28,
      2009)10.38(1)
                    Description
      of the Executive Management Bonus Plan of Notify Technology Corporation
      (incorporated herein by reference to Exhibit (10.38) to the Registrant’s
      Current Report 8-K, filed on December 23, 2009).10.39
                    Lease,
      dated as of June 1, 2010 by and between Registrant and Colbur Tech,
      LLC.14.1
                    Code
      of Ethics for Principal Executive and Senior Financial Officers
      (incorporated herein by reference to Exhibit (14.1) to the Registrant's
      Annual Report on Form 10-KSB for the fiscal year ended September 30, 2008,
      filed on December 29, 2008)24.1
                    Power
      of Attorney (see page 28).31.1
                    Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 200231.2
                    Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 200232.1
                    Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to Section
      906 of the Sarbanes-Oxley Act of
2002




(1)
            Indicates
      a management contract or compensatory plan or
  contract


27




SIGNATURES




In
accordance with Section 13 or 15(d) 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:
      December 15, 2010
                        By:
                        /s/ Paul F. DePondPaul
      F. DePondPresident
      and Chief Executive
Officer




POWER
OF ATTORNEY




KNOW ALL
MEN BY THESE PRESENTS that each person whose signature appears below constitutes
and appoints Paul F. DePond and Gerald W. Rice and each of them, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Annual Report on Form 10-K,
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys- in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.




In
accordance with the requirements of the Securities Exchange Act of 1934, this
report was signed by the following persons on the behalf of the registrant in
the capacities indicated below and on the dates stated.





Signature
                                              
                                              Title
                                              
                                              Date/s/
      Paul F. DePond
                                              
                                              President,
      Chief Executive Officer and Chairman (Principal Executive
      Officer)
                                              
                                              December
      15, 2010Paul
      F. DePond/s/
      Gerald W. Rice
                                              
                                              Chief
      Financial Officer (Principal Financial and Accounting
    Officer)
                                              
                                              December
      15, 2010Gerald
      W. Rice/s/
      David A. Brewer
                                              
                                              Director
                                              
                                              December
      15, 2010David
      A. Brewer/s/
      Mark Frappier
                                              
                                              Director
                                              
                                              December
      15, 2010Mark
      Frappier


28




Notify Technology Corporation




Financial
Statements




Years
ended September 30, 2010 and 2009




Contents





Report
      of Independent Registered Public Accounting Firm
                F-2Audited
      Financial Statements:Balance
      Sheets
                F-3Statements
      of Income
                F-4Statements
      of Shareholders’ Deficit
                F-5Statements
      of Cash Flows
                F-6Notes
      to Financial Statements
                F-7


F-1





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




The Board
of Directors and Shareholders


of Notify
Technology Corporation




We have
audited the accompanying balance sheets of Notify Technology Corporation as of
September 30, 2010 and 2009, and the related statements of income, shareholders’
deficit, and cash flows for each of the years in the two-year period ended
September 30, 2010. Notify Technology Corporation’s management is responsible
for these financial statements. Our responsibility is to express an opinion on
these financial statements based on our audits.




We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Notify Technology Corporation as of
September 30, 2010 and 2009, and the results of its operations and its cash
flows for each of the years in the two-ended period ended September 30, 2010, in
conformity with accounting principles generally accepted in the United States of
America.




/s/ L.L.
BRADFORD & COMPANY, LLC




Las
Vegas, Nevada




December
20, 2010


F-2




Notify
Technology Corporation




Balance
Sheets





September
      30,
                          
                          
                          September
      30,2010
                          
                          
                          2009AssetsCurrent
      assets:Cash
      and cash equivalents
                          
                          $
                          2,526,654
                          
                          
                          $
                          1,565,447Accounts
      receivable, netallowance for
      doubtful accounts of $50,000
                          
                          
                          292,040
                          
                          
                          
                          810,543Other
      current assets
                          
                          
                          44,570
                          
                          
                          
                          40,540Total
      current assets
                          
                          
                          2,863,264
                          
                          
                          
                          2,416,530Non-current
      assetsProperty
      and equipment, net
                          
                          
                          306,380
                          
                          
                          
                          247,117Lease
      deposits
                          
                          
                          15,602
                          
                          
                          
                          15,602Total
      non-current  assets
                          
                          
                          321,982
                          
                          
                          
                          262,719Total
      assets
                          
                          $
                          3,185,246
                          
                          
                          $
                          2,679,249Liabilities
      and shareholders' deficitCurrent
      liabilities:Current
      portion of capital lease obligations
                          
                          $
                          3,369
                          
                          
                          $
                          4,142Accounts
      payable
                          
                          
                          55,378
                          
                          
                          
                          75,340Accrued
      payroll and related liabilities
                          
                          
                          405,203
                          
                          
                          
                          454,946Deferred
      revenue
                          
                          
                          2,927,067
                          
                          
                          
                          2,995,906Other
      accrued liabilities
                          
                          
                          123,066
                          
                          
                          
                          140,464Total
      current liabilities
                          
                          
                          3,514,083
                          
                          
                          
                          3,670,798Long
      term deferred revenue
                          
                          
                          112,696
                          
                          
                          
                          137,250Long
      term portion of capital lease obligations
                          
                          
                          3,174
                          
                          
                          
                          6,543Total
      long term liabilities
                          
                          
                          115,870
                          
                          
                          
                          143,793Total
      liabilities
                          
                          
                          3,629,953
                          
                          
                          
                          3,814,591Commitments
      and contingencies (Note 6)Shareholders'
      deficit:Preferred
      stock, $0.001 par value, 5,000,000 shares authorized, no shares
      outstanding
                          
                          
                          —
                          
                          
                          
                          —Common
      stock, $0.001 par value, 30,000,000 shares authorized, 14,111,217 and
      14,075,662 shares issued and outstanding on September 30, 2010 and
      September 30, 2009, respectively
                          
                          
                          14,111
                          
                          
                          
                          14,076Additional
      paid-in capital
                          
                          
                          23,516,722
                          
                          
                          
                          23,442,160Accumulated
      deficit
                          
                          
                          (23,975,540
                          )
                          
                          
                          (24,591,578
                          )Total
      shareholders’ deficit
                          
                          
                          (444,707
                          )
                          
                          
                          (1,135,342
                          )Total   liabilities
      and shareholders' deficit
                          
                          $
                          3,185,246
                          
                          
                          $
                          2,679,249


The
accompanying notes are an integral part of these financial
statements.


F-3




Notify
Technology Corporation




Statements
of Income




Years Ended
                      September 30,2010
                    
                    
                    2009Revenue:Product
      revenue
                    
                    $
                    7,245,983
                    
                    
                    $
                    6,032,257Total
      revenue
                    
                    
                    7,245,983
                    
                    
                    
                    6,032,257Cost
      of revenue:Product
      cost
                    
                    
                    45,743
                    
                    
                    
                    8,620Royalty
      cost
                    
                    
                    6,474
                    
                    
                    
                    144,963Total
      cost of revenue
                    
                    
                    52,217
                    
                    
                    
                    153,583Gross
      profit
                    
                    
                    7,193,766
                    
                    
                    
                    5,878,674Operating
      expenses:Research
      and development
                    
                    
                    2,256,301
                    
                    
                    
                    1,917,614Sales
      and marketing
                    
                    
                    2,510,970
                    
                    
                    
                    2,322,315General
      and administrative
                    
                    
                    1,814,600
                    
                    
                    
                    1,574,958Total
      operating expenses
                    
                    
                    6,581,871
                    
                    
                    
                    5,814,887Income
      from operations
                    
                    
                    611,895
                    
                    
                    
                    63,787Other
      income (expenses)Other
      income (expense), net
                    
                    
                    4,143
                    
                    
                    
                    6,898Total
      other income( expense), net
                    
                    
                    4,143
                    
                    
                    
                    6,898Net
      income
                    
                    $
                    616,038
                    
                    
                    $
                    70,685Basic
      net income per share
                    
                    $
                    0.04
                    
                    
                    $
                    0.01Weighted-average
      shares used in computing basic net income per share
                    
                    
                    14,080,536
                    
                    
                    
                    14,070,662Diluted
      net income per share
                    
                    $
                    0.04
                    
                    
                    $
                    0.00Weighted-average
      shares used in computing diluted net profit per share
                    
                    
                    15,840,336
                    
                    
                    
                    14,754,252





The
accompanying notes are an integral part of these financial
statements.


F-4


Notify
Technology Corporation




Statements
of Shareholders’ Deficit





Convertible
      Redeemable
                      
                      
                      
                      
                      
                      
                      
                      
                      Additional
                      
                      
                      
                      
                      
                      TotalPreferred
      Stock
                      
                      
                      Common
      Stock
                      
                      
                      Paid-In
                      
                      
                      Accumulated
                      
                      
                      Shareholders’Shares
                      
                      
                      Amount
                      
                      
                      Shares
                      
                      
                      Amount
                      
                      
                      Capital
                      
                      
                      Deficit
                      
                      
                      DeficitBalance
      at September 30, 2008
                      
                      
                      —
                      
                      
                      $
                      —
                      
                      
                      
                      14,075,662
                      
                      
                      $
                      14,076
                      
                      
                      $
                      23,387,396
                      
                      
                      $
                      (24,662,263
                      )
                      
                      $
                      (1,260,791
                      )Option
      vesting expense
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      54,765
                      
                      
                      
                      
                      
                      
                      
                      54,765Net
      income
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      70,685
                      
                      
                      
                      70,685Balance
      at September 30, 2009
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      14,075,662
                      
                      
                      
                      14,076
                      
                      
                      
                      23,442,161
                      
                      
                      $
                      (24,591,578
                      )
                      
                      
                      (1,135,342
                      )Option
      vesting expense
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      69,640
                      
                      
                      
                      
                      
                      
                      
                      69,640Proceeds
      from exercise of options
                      
                      
                      —
                      
                      
                      
                      
                      
                      
                      
                      35,555
                      
                      
                      
                      35
                      
                      
                      
                      4,922
                      
                      
                      
                      
                      
                      
                      
                      4,957Net
      income
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      616,038
                      
                      
                      
                      616,038Balance
      at September 30, 2010
                      
                      
                      —
                      
                      
                      $
                      —
                      
                      
                      
                      14,111,217
                      
                      
                      $
                      14,111
                      
                      
                      $
                      23,516,722
                      
                      
                      $
                      (23,975,540
                      )
                      
                      $
                      (444,707
                      )




The
accompanying notes are an integral part of these financial
statements.


F-5


Notify
Technology Corporation




Statements
of Cash Flows




Years
      Ended September 30,2010
                    
                    
                    2009Operating
      activitiesNet
      income
                    
                    $
                    616,038
                    
                    
                    $
                    70,685Adjustments
      to reconcile net income to net cash provided by operating
      activities:Depreciation
      and amortization
                    
                    
                    118,522
                    
                    
                    
                    93,127Option
      vesting expense
                    
                    
                    69,640
                    
                    
                    
                    54,765Changes
      in operating assets and liabilities:Accounts
      receivable, net
                    
                    
                    518,503
                    
                    
                    
                    (300,808
                    )Other
      assets
                    
                    
                    (4,030
                    )
                    
                    
                    (16,689
                    )Accounts
      payable
                    
                    
                    (19,962
                    )
                    
                    
                    35,295Accrued
      liabilities
                    
                    
                    (67,141
                    )
                    
                    
                    75,010Deferred
      revenue
                    
                    
                    (93,393
                    )
                    
                    
                    714,921Net
      cash provided by operating activities
                    
                    
                    1,138,177
                    
                    
                    
                    726,306Investing
      activitiesExpenditures
      for property and equipment
                    
                    
                    (177,785
                    )
                    
                    
                    (167,021
                    )Proceeds
      from sale of fixed assets
                    
                    
                    —
                    
                    
                    
                    —Net
      cash used in investing activities
                    
                    
                    (177,785
                    )
                    
                    
                    (167,021
                    )Financing
      activitiesProceeds
      from exercise of options
                    
                    
                    4,957
                    
                    
                    
                    —Payments
      on capital leases
                    
                    
                    (4,142
                    )
                    
                    
                    (4,445
                    )Net
      cash provided by (used in) financing activities
                    
                    
                    815
                    
                    
                    
                    (4,445
                    )Net
      increase in cash and cash equivalents
                    
                    
                    961,207
                    
                    
                    
                    554,840Cash
      and cash equivalents at beginning of year
                    
                    
                    1,565,447
                    
                    
                    
                    1,010,607Cash
      and cash equivalents at end of year
                    
                    $
                    2,526,654
                    
                    
                    $
                    1,565,447Supplemental
      disclosure of cash flow information:Cash
      paid for interest
                    
                    $
                    522
                    
                    
                    $
                    812Cash
      paid for income taxes
                    
                    $
                    1,749
                    
                    
                    $
                    850





The
accompanying notes are an integral part of these financial
statements.


F-6




1.
Business and Basis of Presentation




Notify
Technology Corporation (the Company or Notify), incorporated in California in
1994, is a software developer of enterprise mobility solutions for most wireless
handheld devices including the RIM BlackBerry, Apple iPhone, Android, HP/Palm
based products and Windows Mobile based products on a variety of email platforms
including various IMAP4 solutions as well as Novell GroupWise and Microsoft
Exchange.




The
Company has incurred net losses since inception but has been profitable for the
last two fiscal years.  The Company had net income for the year ended
September 30, 2010 of $616,038 and a net income of $70,685 for the year ended
September 30, 2009.  The Company has an accumulated deficit of $24.0
million as of September 30, 2010.  During fiscal 2010, the Company
financed its operations through the sale of its products and existing cash
balances.




The
Company chose to replace its historical wireline products starting in fiscal
2001 and although it still received some revenue from its legacy wireline
business in fiscal 2007, it currently focuses all its efforts on its wireless
software products by researching and developing new products, enhancing its
existing NotifyLink product family and marketing and selling the NotifyLink and
NotifySync product lines.  In fiscal 2010, the Company paid all of its
operating expenses based on sales of its NotifyLink and NotifySync product
lines. The success of the Company’s business operations will depend upon the
continued favorable market acceptance of its wireless software
products.




If
additional funds are raised through the issuance of equity or debt securities,
these securities could have rights that are senior to existing shareholders and
could contain covenants that would restrict operations.  Any
additional financing may not be available in amounts or on terms acceptable to
the Company, if at all.




2.
Summary of Significant Accounting Policies




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 amounts reported in the accompanying
financial statements and notes thereto. Actual results could differ from those
estimates.




Cash
and Cash Equivalents




The
Company considers all highly liquid, temporary investments with an original
maturity of three months or less when purchased to be cash
equivalents.  Cash and cash equivalents are deposited in demand and
money market accounts in financial institutions in the United
States.




Accounts
Receivable/ Allowance for Doubtful Accounts




Accounts
receivable are stated at net realizable value.  Uncollectible
receivables are recorded as bad debt expense when all efforts to collect them
have been exhausted and recoveries are recognized when they are
received.  Historically, the bad debts have been insignificant and the
allowance for bad debt is higher than the actual average bad debt
expense.


F-7




Property
and Equipment




Property
and equipment are stated at cost, net of accumulated depreciation and
amortization.  Depreciation is computed using the straight-line method
over the following estimated useful lives of the assets: five years for
furniture and office equipment and three years for software and computer
equipment.  Leasehold improvements and assets under capital leases are
amortized by the straight-line method over the shorter of the lease term or the
estimated useful lives of such assets.  Upon retirement or sale, the
cost and related accumulated depreciation are removed from the accounts and any
related income or loss is reflected in the statement of operations.Repairs and
maintenance are expensed as incurred.




Long-Lived
Assets




The
Company monitors the recoverability of long-lived assets based on estimated use
factors such as future asset utilization, business climate and future
undiscounted cash flows expected to result from the use of the related assets or
realized upon sale. The Company’s policy is to write down assets to their net
recoverable amounts, which are determined based on either discounted future net
cash flows or appraised values, in the period when it is determined that the
carrying amount of the asset is not likely to be recoverable.




Income
Taxes




The
Company accounts for income taxes under the liability method. The estimated
future tax effect of differences between the basis in assets and liabilities for
tax and accounting purposes is accounted for as deferred taxes.  A
valuation allowance has been established to reduce deferred tax assets as it is
more likely than not that all, or some portion, of such deferred tax assets
would not be realized.  A full allowance against deferred tax assets
is provided.




Advertising
Costs




The
Company expenses the costs of producing advertisements at the time production
occurs.  Advertising expense incurred for the twelve months ended
September 30, 2010 and 2009, was $2,920 and $732, respectively.  Trade
show expense incurred for the twelve months ended September 30, 2010 and 2009,
was $66,614 and $38,221, respectively.




Revenue
Recognition




The
Company recognizes software license agreements when persuasive evidence of an
agreement exists, delivery of the product has occurred, the license fee is fixed
or determinable and collection is probable.  The Company’s license
agreements take two basic forms.  The first form of agreement is
essentially a subscription agreement that is used in connection with the
Company’s hosting arrangement where the Company provides the software
combined with hosting services from a hardened site owned and managed
by it.  The agreement generally has a fixed term and the license
revenue is recognized ratably over the term of each service
contract.  The second form of agreement involves the purchase of a
license and a service agreement based on the Vendor Supplied Objective
Evidence (“VSOE”) where only the service agreement is renewed each
year.  The Company recognizes the license portion at the point of sale
for those sales where VSOE has been established and the service portion ratably
over the term of the service contract. For those contracts where VSOE has not
been established, the revenue of the entire contract is recognized ratably over
the term of the contract.  The Company’s sales process provides for an
optional trial period prior to the agreement to purchase and no revenue is
recognized during that trial period.


F-8




The
Company recognizes revenue when the title and risk of loss have passed to the
customer, there is persuasive evidence of an arrangement, delivery of the
product has occurred or services have been rendered, the sales price is fixed or
determinable and collection is probable. Installation, when required, is
commonly completed prior to an agreement to facilitate a trial of the
product.  Technical assistance is available during the sales process
and is unrelated to the service component portion of the final
arrangement.  Revenue related to installation is recognized when the
agreement is signed and the contract period has commenced.




Service
revenue is recognized on a straight-line basis over the period of the service
agreement.




Deferred
revenue relates to products where a sales contract has been executed and payment
has been received but the obligation to provide services is being recognized
over the contractual term of the license.The balance in deferred
revenue represents the aggregate unrecognized value of active contracts that
will be taken to income in future periods.




Research
and Development




Based on
the Company’s software development process, the time period between the
development of new software features and the release of the product is short and
capitalization of internal development costs has not been material to
date.




Concentration
of Credit Risk




Financial
instruments that potentially expose the Company to concentrations of credit risk
consist principally of cash and cash equivalents and trade accounts receivable.
Cash and cash equivalents are defined as cash and cash equivalents held with
financial institutions that exceed the amount of insurance provided on such
deposits. The bank at which the Company funds are deposited has a maximum FDIC
insurance of $250,000.  The Company has approximately $2,000,000 on
deposit leaving an uninsured exposure of $1,750,000.  The Company has
another $450,000 at an institution that does not participate in the FDIC
insurance program.  The Company has not experienced any losses on its
deposits of cash and cash equivalents.




The
Company performs ongoing credit evaluations and generally requires no
collateral.  The Company maintains reserves for credit losses, and
such losses have been within management’s expectations.  As of
September 30, 2010, one customer represented more than 10% of accounts
receivable.  The value of most customer accounts represent a small
portion of receivables but from time to time we make larger individual customer
sales; normally annual renewals of larger customers.  Revenue from one
customer accounted for 7% of total revenues for the fiscal year ended September
30, 2010.


F-9




Fair
Value of Financial Instruments




Carrying
amounts of certain of the Company’s financial instruments, including cash and
cash equivalents, accounts receivable, accounts payable and accrued liabilities
approximate fair value due to their relatively short maturities. Based upon
borrowing rates currently available to the Company for capital leases with
similar terms, the carrying value of its capital lease obligations approximate
fair value.




Stock-Based
Compensation




The
Company accounts for all compensation related to stock, options or warrants
using a fair value based method whereby compensation cost is measured at the
grant date based on the value of the award and is recognized over the service
period, which is usually the vesting period. The Company uses the Black-Scholes
pricing model to calculate the fair value of options and warrants issued to both
employees and non-employees. Stock issued for compensation is valued using the
market price of the stock on the date of the related agreement.




The Company recognized stock based employee compensation
in fiscal 2010 and recorded a non-cash expense of $69,640.  No new
options were granted in fiscal 2010. The Notify Corporation 1997 Stock Plan
option plan expired in January 2007 and the shareholders approved the Notify
Technology Corporation 2008 Equity Incentive Plan in May 2009.




Net
Income (Loss) Per Share




Net
income (loss) per common share is computed by dividing net loss available to
common stockholders by the weighted average number of shares outstanding during
the period.




Options
to purchase 3,291,014 were outstanding on September 30, 2010 and were included
in the computation of diluted net income.  3,578,569 options were
outstanding on September 30, 2009 and were included in the computation of
diluted net income.




Recent
Accounting Pronouncements




On July
1, 2009, the Financial Accounting Standards Board (FASB) officially launched the
FASB Accounting Standards Codification (ASC) 105 — Generally Accepted Accounting
Principles, which established the FASB Accounting Standards Codification
(“the Codification”), as the single official source of authoritative,
nongovernmental, U.S. GAAP, in addition to guidance issued by the Securities and
Exchange Commission.  The Codification is designed to simplify U.S.
GAAP into a single, topically ordered structure.  All guidance
contained in the Codification carries an equal level of
authority.  The Codification is effective for interim and annual
periods ending after September 15, 2009.  Accordingly, the Company
refers to the Codification in respect of the appropriate accounting standards
throughout this document as “FASB ASC”.  Implementation of the
Codification did not have any impact on the Company’s consolidated financial
statements.




In
February 2010, the FASB issued ASU No. 2010-09 regarding subsequent events and
amendments to certain recognition and disclosure requirements.  Under
this ASU, a public company that is a SEC filer, as defined, is not required to
disclose the date through which subsequent events have been
evaluated.  This ASU is effective upon the issuance of this
ASU.  The adoption of this ASU did not have a material impact on our
consolidated financial statements




F-10




In
December 2007, the FASB issued an update to FASB ASC 805, “Business
Combinations” which 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. This update also establishes disclosure requirements
to enable the evaluation of the nature and financial effects of the business
combination. This update is effective for the Company with respect to business
combinations for which the acquisition date is on or after January 1, 2009.
The Company adopted this update in the second quarter of 2009 without
significant financial impact.




In
December 2007, the FASB issued an update to FASB ASC 810, “Consolidation”, which
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. ASC 810
also establishes disclosure requirements that clearly identify and distinguish
between the interests of the parent and the interests of noncontrolling owners.
This update is effective for the Company as of January 1, 2009. The Company
adopted this update in January 2009 without significant impact on the
consolidated financial position, results of operations, and
disclosures.




In
September 2009, the FASB issued Accounting Standards Update No. 2009-13 (ASU
2009-13), Multiple-Deliverable Revenue Arrangements which updates ASC Topic
605-25, Multiple Elements Arrangements (formerly EITF 00-21), of the FASB
codification. ASU 2009-13 provides new guidance on how to determine if an
arrangement involving multiple deliverables contains more than one unit of
accounting, and if so allows companies to allocate arrangement considerations in
a manner more consistent with the economics of the transaction. ASU 2009-13 is
effective for the Company, prospectively, for revenue arrangements entered into
or materially modified in fiscal years beginning on or after June 15, 2010;
early application is permitted. The Company is currently evaluating the impact
of adopting ASU 2009-13 on its financial statements.




In
January 2010, the FASB issued ASU No. 2010-06 regarding fair value measurements
and disclosures and improvement in the disclosure about fair value
measurements.  This ASU requires additional disclosures regarding
significant transfers in and out of Levels 1 and 2 of fair value measurements,
including a description of the reasons for the transfers.  Further,
this ASU requires additional disclosures for the activity in Level 3 fair value
measurements, requiring presentation of information about purchases, sales,
issuances, and settlements in the reconciliation for fair value
measurements.  This ASU is effective for fiscal years beginning after
December 15, 2010, and for interim periods within those fiscal
years.  We are currently evaluating the impact of this ASU; however,
we do not expect the adoption of this ASU to have a material impact on our
consolidated financial statements.


F-11




3.
Property and Equipment




Property
and equipment consist of the following:




September
      30,
                    
                    
                    September
      302010
                    
                    
                    2009Furniture
      and office equipment
                    
                    $
                    695,886
                    
                    
                    $
                    535,011Software
                    
                    
                    79,719
                    
                    
                    
                    76,228Leasehold
      improvements
                    
                    
                    13,419
                    
                    
                    
                    —789,024
                    
                    
                    
                    611,239Less
      accumulated depreciation  and amortization
                    
                    
                    (482,644
                    )
                    
                    
                    (364,122
                    )$
                    306,380
                    
                    
                    $
                    247,117




Property
and equipment includes $15,000 of office equipment under capital lease with
accumulated amortization of $8,457 and $10,361 at September 30, 2010 and 2009,
respectively.




Depreciation
and amortization expense was $118,522 and $93,127 for the years ended September
30, 2010 and 2009, respectively.




4.
Capital Lease Obligations




During
the year ended September 30, 2007, the Company entered into one capital lease
totaling $15,000 with principal and interest (5.0%) due monthly.




Future
minimum lease payments under the lease are as follows:





For
      the year ending September 30,2011
                  
                  $
                  3,4802012
                  
                  
                  3,480Total
      minimum lease payments
                  
                  
                  6,960Less:
      amount representing interest
                  
                  
                  (417
                  )Present
      value of net minimum lease payments
                  
                  
                  6,543Less:
      current portion
                  
                  
                  (3,174
                  )Long
      term portion
                  
                  $
                  3,369




5.
Guarantees




Indemnification
Agreements




The
Company enters into standard indemnification arrangements in the ordinary course
of business. Pursuant to these arrangements, the Company indemnifies, holds
harmless, and agrees to reimburse the indemnified parties for losses suffered or
incurred by the indemnified party, generally their
business partners or customers, in connection with any U.S. patent, or any
copyright or other intellectual property infringement claim by any third party
with respect to the Company’s products. The term of these indemnification
agreements is generally perpetual anytime after the execution of the agreement.
The maximum potential amount of future payments the Company could be required to
make under these agreements is unlimited. The Company has never incurred costs
to defend lawsuits or settle claims related to these indemnification agreements.
As a result, the Company believes the estimated fair value of these agreements
is minimal.


F-12




The
Company has entered into indemnification agreements with its directors and
officers that may require the Company: to indemnify its directors and officers
against liabilities that may arise by reason of their status or service as
directors or officers, other than liabilities arising from willful misconduct of
a culpable nature; to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified; and to obtain
directors' and officers' insurance if available on reasonable terms, which the
Company currently has in place.




Product
Warranty




The
Company warrants its products to current paid-up customers and makes available
for download service update releases that contain the most up-to-date version of
the Company’s products.  These software updates are continually
maintained and released when available.  As such, the Company does not
maintain a separate warranty reserve but expenses the cost to create and post
any maintenance release as a part of normal operations.






6.
Commitments and Contingencies




The
Company currently occupies two facilities under operating leases.  The
San Jose, California facility lease expires in May 2012 and the Canfield, Ohio
facility lease expires in October 2014.




Future
minimum lease payments are approximately as follows:




Year
      ending September 30, 2011
                    
                    $
                    223,719Year
      ending September 30, 2012
                    
                    
                    211,398Year
      ending September 30, 2013
                    
                    
                    145,558Year
      ending September 30, 2014
                    
                    
                    145,558Year
      ending September 30, 2015
                    
                    
                    6,065$
                    732,298




Facility
rent expense totaled approximately $211,000 and $186,000 for the years ended
September 30, 2010 and 2009, respectively.




In
November 2003, NCR Corporation and Notify Technology Corporation entered into a
non-exclusive license agreement that allows the Company to offer certain product
features on its Enterprise Mobility Solution that are covered by a patent held
by NCR.   This agreement requires that a royalty payment be made
to NCR based on the revenue from any NotifyLink product that is sold that uses
the technology covered by the patent. The agreement had a cap of $500,000 of
total royalty payable after which Notify would hold a fully paid-up license to
utilize the NCR technology.  We reached that cap in July 2009 and no
more royalties are payable to NCR under the 2003 agreement.  Payments
under this agreement were zero and $110,981 during the fiscal years 2010 and
2009, respectively.


F-13


7.
Shareholders’ Deficit




Preferred
Stock




The Board
of Directors has the authority, without any further vote or action by the
shareholders, to provide for the issuance of 5,000,000 shares of preferred stock
in one or more series with such designation, rights, preferences, and
limitations as the Board of Directors may determine, including the consideration
to be received, the number of shares comprising each series, dividend rates,
redemption provisions, liquidation preferences, redemption and fund provisions,
conversion rights, and voting rights, all without the approval of the holders of
common stock.




Convertible
Redeemable Preferred Stock




In July
2001, the Company’s shareholders authorized and the Company completed an
offering of Series A convertible redeemable preferred stock (Series A
preferred stock) to a group of private investors. In connection with the
offering, the Company issued 501,000 shares of Series A preferred stock at
$10 per share and issued warrants to purchase 1,753,000 shares of common stock
for consideration of $4.2 million, net of issuance costs. The Company
designated a total of 900,000 shares as Series A preferred
stock.




Holders
of our outstanding Series A preferred stock had the right to require the
Company to redeem any unconverted shares of Series A preferred stock at any
time and from time to time during the period from July 20, 2003 to
July 25, 2004.  The per share redemption price was $10.00 plus
any accrued dividends.  The holders of Series A preferred stock
had the option to receive the redemption price in cash or in shares of our
common stock, but the Company was not obligated to pay the redemption in cash
unless the Company’s board of directors unanimously approved such payment in
cash.  If all holders of outstanding Series A preferred stock
elected to redeem in cash, the aggregate redemption price would have totaled
$4,610,000.  The holders of the Company’s Series A preferred stock
chose to exercise their right of redemption in the form of common
shares.  The outstanding Series A preferred shares were redeemed at an
effective rate of 20 shares of common stock for each share of Series A preferred
stock.  The redemption date was July 20, 2004 at which time 461,000
Series A preferred shares were presented for redemption and 9,220,000 shares of
common stock were subsequently issued on August 31, 2004.




In
connection with the offering of Series A preferred stock, the Company issued
options to purchase 9.2685 units at a price per unit of $100,000 to the
placement agent. Each unit consisted of 10,000 shares of Series A preferred
stock convertible into an aggregate of 100,000 shares of common stock with a
warrant to purchase 35,000 shares of common stock. The options to purchase units
expired on July 21, 2008 without any options being exercised.




Additionally,
on May 15, 2001 the Company also issued a seven year warrant to purchase 118,151
shares of common stock at an exercise price of $1.00 per share to an investment
fund in connection with the investment funds commitment to purchase Series A
preferred stock for the amount of the difference between $5 million and the
aggregate amount of money invested by all other investors in the
financing.  This warrant expired on May 16, 2008 without being
exercised.




35,000
and 5,000 shares of Series A preferred stock were converted to 350,000 and
50,000 shares of common stock in fiscal 2002 and 2003,
respectively.


F-14




Common
Stock




The
following table summarizes shares of common stock reserved for future issuance
by the Company:




September 30,20101997
      Stock Option Plan
                    
                    
                    —2008
      Equity Incentive Plan
                    
                    
                    661,014661,014




Warrants
to Purchase Common Stock




At
September 30, 2010, the Company had no warrants outstanding:




·
            Warrants
      to purchase 1,753,500 and 118,151 shares of common stock at an exercise
      price of $1.00 were issued in connection with the July 2001 private
      placement to the placement agent and an investment fund, respectively. The
      warrants to purchase 1,753,500 shares of common stock expired in July 2008
      without any warrants being exercised and the warrant to purchase 118,151
      shares of common stock expired in May 2008 without
    exercise.




1997
Stock Option Plan




In
January 1997, the Company adopted the 1997 Stock Plan (the Plan), which
provided for the granting of stock options to employees, officers, consultants,
and directors of the Company.  The Plan expired in January
2007.  Stock options were granted at fair market value on the date of
grant with terms of up to ten years. Under the Plan, a total of 3,474,662 shares
of the Company’s common stock were reserved for issuance. Under the terms of
these option grants, the options commence vesting upon the first anniversary of
the date of employment and continue to vest ratably over the remainder of the
four-year vesting period.  Certain grants of options to employees
after the initial grant of options to employees vest over three
years.  Certain grants to members of the Company’s Board of Directors
in compensation for their services vest over their current term of office of one
year. The following table summarizes stock option activity:





Options OutstandingShares
                            Available
                            for
                            Grant
                          
                          
                          Number of
                            Shares
                          
                          
                          Weighted-
                            Average
                            PriceBalance
      at September 30, 2008
                          
                          
                          —
                          
                          
                          
                          2,773,000
                          
                          
                          $
                          1.196Granted
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          N/ACancelled
                          
                          
                          —
                          
                          
                          
                          (55,000
                          )
                          
                          $
                          2.491Exchanged
                          
                          
                          —
                          
                          
                          
                          (900,000
                          )
                          
                          $
                          1.600Exercised
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          N/ABalance
      at September 30, 2009
                          
                          
                          —
                          
                          
                          
                          1,818,000
                          
                          
                          $
                          1.032Granted
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          N/ACancelled
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          N/AExpired
                          
                          
                          —
                          
                          
                          
                          (162,000
                          )
                          
                          $
                          7.375Exercised
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          N/ABalance
      at September 30, 2010
                          
                          
                          —
                          
                          
                          
                          1,656,000
                          
                          
                          $
                          0.365


F-15


2008
Equity Incentive Plan




In May
2009, the Company adopted the 2008 Equity Incentive Plan (the New Plan), which
provided for the granting of stock options to employees, officers, consultants,
and directors of the Company.  Stock options were granted at fair
market value on the date of grant with terms of up to ten years. Under the Plan,
a total of 2,317,000 shares of the Company’s common stock were reserved for
issuance. Grants of options to employees and directors vest over three
years.  The following table summarizes stock option
activity:




Options OutstandingShares
                    Available
                    For
                    Grant
                  
                  
                  Number of
                    Shares
                  
                  
                  Weighted-
                    Average
                    PriceBalance
      at September 30, 2008
                  
                  
                  
                  
                  
                  —
                  
                  
                  
                  —Authorized
                  
                  
                  2,317,000
                  
                  
                  
                  —
                  
                  
                  
                  N/AGranted
                  
                  
                  (1,775,014
                  )
                  
                  
                  1,775,014
                  
                  
                  $
                  0.142Cancelled
                  
                  
                  14,445
                  
                  
                  
                  (14,445
                  )
                  
                  $
                  0.140Exercised
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  N/ABalance
      at September 30, 2009
                  
                  
                  556,431
                  
                  
                  
                  1,760,569
                  
                  
                  $
                  0.142Granted
                  
                  
                  
                  
                  
                  
                  —
                  
                  
                  
                  —Cancelled
                  
                  
                  90,000
                  
                  
                  
                  (90,000
                  )
                  
                  $
                  0.140Exercised
                  
                  
                  —
                  
                  
                  
                  (35,555
                  )
                  
                  $
                  0.140Balance
      at September 30, 2010
                  
                  
                  646,431
                  
                  
                  
                  1,635,014
                  
                  
                  $
                  0.142




The
following table summarizes outstanding and exercisable options at
September 30, 2010:





Options Outstanding
                                                    
                                                    
                                                    Options ExercisableExercise
                                                      Prices
                                                    
                                                    Number
      of
                                                      Options
                                                      Outstanding
                                                    
                                                    
                                                    Weighted-
                                                      Average
                                                      Remaining
                                                      Life
      in Years
                                                    
                                                    
                                                    Weighted-Average
      Exercise
                                                      Prices
                                                    
                                                    
                                                    Number
      of
                                                      Options
                                                      Exercisable
                                                    
                                                    
                                                    Weighted-AverageExercise
                                                      Prices$0.140
                                                    
                                                    
                                                    1,610,014
                                                    
                                                    
                                                    
                                                    8.20
                                                    
                                                    
                                                    $
                                                    0.140
                                                    
                                                    
                                                    
                                                    962,507
                                                    
                                                    
                                                    $
                                                    0.140$0.200
      – $0.280
                                                    
                                                    
                                                    1,280,000
                                                    
                                                    
                                                    
                                                    3.42
                                                    
                                                    
                                                    $
                                                    0.253
                                                    
                                                    
                                                    
                                                    1,264,722
                                                    
                                                    
                                                    $
                                                    0.252$0.320
      – $0.490
                                                    
                                                    
                                                    338,000
                                                    
                                                    
                                                    
                                                    1.06
                                                    
                                                    
                                                    $
                                                    0.332
                                                    
                                                    
                                                    
                                                    338,000
                                                    
                                                    
                                                    $
                                                    0.332$2.375
      – $2.750
                                                    
                                                    
                                                    63,000
                                                    
                                                    
                                                    
                                                    0.18
                                                    
                                                    
                                                    $
                                                    2.732
                                                    
                                                    
                                                    
                                                    63,000
                                                    
                                                    
                                                    $
                                                    2.7323,291,014
                                                    
                                                    
                                                    
                                                    2.82
                                                    
                                                    
                                                    $
                                                    0.281
                                                    
                                                    
                                                    
                                                    2,628,229
                                                    
                                                    
                                                    $
                                                    1.619





8.
Income Taxes




Due to
historical operating losses, there is no provision for income taxes for fiscal
2010 or 2009. The expected statutory tax benefit of 34% is offset by the
inability to recognize an income tax benefit from the net operating
losses.




Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes. Significant components of the
Company’s deferred tax assets for federal and state income taxes are as
follows:




F-16





Year Ended
                    September 30,
                  
                  
                  Year Ended
                    September 30,2010
                  
                  
                  2009Deferred
      tax assets:Net
      operating loss carryforwards
                  
                  $
                  247,000
                  
                  
                  $
                  206,600Research
      credit carryforwards
                  
                  
                  329,800
                  
                  
                  
                  329,800Other
      temporary differences
                  
                  
                  3,500
                  
                  
                  
                  3,500Total
      deferred tax assets
                  
                  
                  580,300
                  
                  
                  
                  539,800Valuation
      allowance
                  
                  
                  (580,300
                  )
                  
                  
                  (539,800
                  )Net
      deferred tax assets
                  
                  $
                  –
                  
                  
                  $
                  –




Realization
of deferred tax assets is dependent on future earnings, if any, the timing and
amount of which are uncertain. Accordingly, a valuation allowance in an amount
equal to the net deferred tax asset has been established to reflect these
uncertainties.




As of
September 30, 2010, the Company had net operating loss carryforwards of
approximately $247,000 and $1,558,000 for Federal and California tax purposes,
which will expire in the years 2012 through 2028. As of September 30, 2010, the
Company also had research and development tax credit carryforwards for federal
and California tax purposes of approximately $329,800 and $215,000,
respectively. The credits will expire in the years 2018 through 2029, if not
utilized. Utilization of the net operating losses and tax credit carryforwards
may be subject to a substantial annual limitation due to the ownership change
limitations provided by the Internal Revenue Code of 1986, as amended, and
similar state provisions. The annual limitation may result in the expiration of
net operating losses and tax credit carryforwards before full
utilization.




9.
Industry Segment, Customer, and Geographic Information




The
Company has one operating segment by which management evaluates performance. The
Company sells its products primarily within the United States and Canada to
business customers with limited sales in other countries.




All of
the Company’s long-lived assets are located in the United States.




10.
Subsequent Events





There
were no subsequent events that occurred between September 30, 2010 and the date
of this filing.


F-17


EXHIBIT
INDEX





3.1.1
                Amended
      and Restated Articles of Incorporation of Registrant as filed with the
      Secretary of State of California on September 2, 1997. (incorporated
      herein by reference to Exhibit (3.2) to the Registrant's Registration
      Statement on Form SB-2, Reg. No. 333-23369, filed on March 14,
      1997)3.1.2
                Certificate
      of Amendment to the Registrant’s Articles of Incorporation as filed with
      the Secretary of State of California on March 3, 1998. (incorporated
      herein by reference to Exhibit (3.1.1) to the Registrant's Quarterly
      Report on Form 10-QSB for the quarterly period ended June 30, 2001, filed
      on August 14, 2001)3.1.3
                Certificate
      of Amendment to the Registrant’s Articles of Incorporation as filed with
      the Secretary of State of California on July 12, 2001. (incorporated
      herein by reference to Exhibit (3.1.2) to the Registrant's Quarterly
      Report on Form 10-QSB for the quarterly period ended June 30, 2001, filed
      on August 14, 2001)3.1.4
                Series
      A Certificate of Determination, Preferences and Rights was filed with the
      Secretary of the State of California on or about July 12, 2001
      (incorporated herein by reference to Exhibit (3.1) to the Registrant’s
      Current Report on Form 8-K, filed on July 23, 2001)3.2
                Amended
      and Restated Bylaws of Registrant. (as amended on April 15, 2009)
      (incorporated herein by reference to Exhibit (3.2.2) to the Registrant’s
      Current Report on DEF 14A, filed on April 15, 2009)10.5(1)
                Form
      of Indemnification Agreement. (incorporated herein by reference to Exhibit
      (10.5) to the Registrant's Registration Statement on Form SB-2, Reg. No.
      333-23369, filed on March 14, 1997)10.6(1)
                Registrant's
      1997 Stock Plan, as amended effective March 26, 2003, and form of stock
      option agreement. (incorporated herein by reference to Exhibit (4.1) to
      the Registrant’s Registration Statement on Form S-8 Reg. No 333-108868,
      filed on September 17, 2003)10.16(1)
                Amended
      and Restated Employment Agreement dated as of October 1, 2008 between
      Registrant and Paul DePond. (incorporated herein by reference to Exhibit
      (10.16) to the Registrant’s Current Report 8-K, filed on October 1,
      2008)10.17(1)
                Amended
      and Restated Employment Agreement dated as of October 1, 2008 between
      Registrant and Gerald Rice. (incorporated herein by reference to Exhibit
      (10.17) to the Registrant’s Current Report 8-K, filed on October 1,
      2008)10.18(1)
                Amended
      and Restated Employment Agreement dated as of October 1, 2008 between
      Registrant and Rhonda Chicone. (incorporated herein by reference to
      Exhibit (10.18) to the Registrant’s Current Report 8-K, filed on October
      1, 2008)10.24
                Nonexclusive
      Technology License Agreement, dated as of November 24, 2003, by and
      between Registrant and NCR Corporation (incorporated herein by reference
      to Exhibit (10.24) to the Registrant's Annual Report on Form 10-KSB for
      the fiscal year ended September 30, 2004, filed on December 22,
      2004)10.36(1)
                Lease
      dated May 7, 2009 between Notify Technology Corporation and Pecten Court
      Mountain View Associates, LLC. (incorporated herein by reference to
      Exhibit (10.35) to the Registrant’s Current Report on Form 8-K, filed on
      May 11, 2009)10.37(1)
                Notify
      Technology Corporation 2008 Equity Incentive Plan (incorporated herein by
      reference to Exhibit (10.36) to the Registrant’s Annual Report on Form
      10-K for the twelve-month period ended September 30, 2009, filed on
      December 28, 2009)10.38(1)
                Form
      of Stock Option Agreement for grants under the Notify Technology
      Corporation 2008 Equity Incentive Plan (incorporated herein by reference
      to Exhibit (10.37) to the Registrant’s Annual Report on Form 10-K for the
      twelve-month period ended September 30, 2009, filed on December 28,
      2009)









10.39
            Lease,
      dated as of June 1, 2010 by and between Registrant and Colbur Tech,
      LLC.




14.1
                    Code
      of Ethics for Principal Executive and Senior Financial Officers
      (incorporated herein by reference to Exhibit (14.1) to the Registrant's
      Annual Report on Form 10-KSB for the fiscal year ended September 30, 2008,
      filed on December 29, 2008)24.1
                    Power
      of Attorney (see page 32).31.1
                    Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 200231.2
                    Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 200232.1
                    Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to Section
      906 of the Sarbanes-Oxley Act of
2002




(1)
            Indicates
      a management contract or compensatory plan or
  contract.